Exhibit 4.5 


 


EXECUTION VERSION


 


 


DEUTSCHE MORTGAGE & ASSET RECEIVING
CORPORATION,

Depositor,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Master Servicer,


 


LNR PARTNERS, LLC,

Special Servicer,


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

Trustee,


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator, Paying Agent and Custodian,


 


and


 


PARK BRIDGE LENDER SERVICES LLC,

Operating Advisor


  


	POOLING AND SERVICING AGREEMENT
 Dated as of November 1, 2015



 


COMM 2015-LC23 Mortgage Trust

Commercial Mortgage Pass-Through Certificates


 



 






     


    	 



    

 





	TABLE OF CONTENTS
	 	 	 	 
	 	 	 	Page
	 	 	 	 
	ARTICLE I
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	Section 1.01	Defined Terms	 	8
	Section 1.02	Certain Calculations	 	138
	Section 1.03	Certain Constructions	 	143
	Section 1.04	Certain Matters Relating to the Non-Serviced Mortgage Loan	 	144
	 	 	 	 
	ARTICLE II
	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; 

ORIGINAL ISSUANCE OF CERTIFICATES
	 	 	 	 
	Section 2.01	Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements	 	145
	Section 2.02	Acceptance by Custodian and the Trustee	 	155
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans	 	158
	Section 2.04	Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor	 	167
	Section 2.05	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	 	173
	Section 2.06	Miscellaneous REMIC and Grantor Trust Provisions	 	174
	 	 	 	 
	ARTICLE III
	 	 	 	 
	ADMINISTRATION AND SERVICING 

OF THE TRUST FUND
	 	 	 	 
	Section 3.01	The Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans and the Serviced Companion Loans	 	175
	Section 3.02	Liability of the Master Servicer and the Special Servicer When Sub-Servicing	 	181
	Section 3.03	Collection of Mortgage Loan and Serviced Companion Loan Payments	 	181
	Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	 	182
	Section 3.05	Collection Accounts; Excess Liquidation Proceeds Account; Distribution Accounts; Interest Reserve Account and Serviced Loan Combination Collection Accounts	 	185


  






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	Section 3.06	Permitted Withdrawals from the Collection Accounts, the Serviced Loan Combination Collection
    Accounts and the Distribution Accounts; Trust Ledger	 	193
	Section 3.07	Investment of Funds in the Collection Accounts,
    the Serviced Loan Combination Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Excess
    Liquidation Proceeds Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve
    Accounts	 	214
	Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	 	216
	Section 3.09	Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions	 	222
	Section 3.10	Appraisals; Realization upon Defaulted Mortgage Loans	 	227
	Section 3.11	Custodian to Cooperate; Release of Mortgage Files	 	234
	Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	 	235
	Section 3.13	Reports to the Certificate Administrator; Collection Account Statements	 	243
	Section 3.14	Access to Certain Documentation	 	250
	Section 3.15	Title and Management of REO Properties and REO Accounts	 	259
	Section 3.16	Sale of Specially Serviced Loans and REO Properties	 	264
	Section 3.17	Additional Obligations of the Master Servicer and the Special Servicer; Inspections	 	269
	Section 3.18	Authenticating Agent	 	272
	Section 3.19	Appointment of Custodians	 	273
	Section 3.20	Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts	 	273
	Section 3.21	Property Advances	 	273
	Section 3.22	Appointment and Replacement of Special Servicer	 	279
	Section 3.23	Transfer of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report	 	285
	Section 3.24	Special Instructions for the Master Servicer and/or Special Servicer	 	291
	Section 3.25	Certain Rights and Obligations of the Master Servicer and/or the Special Servicer	 	292
	Section 3.26	Modification, Waiver, Amendment and Consents	 	293
	Section 3.27	Certain Intercreditor Matters Relating to the Serviced Loan Combinations	 	298
	Section 3.28	Directing Holder Contact with the Master Servicer and the Special Servicer	 	302
	Section 3.29	Controlling Class Certificateholders and the Controlling Class Representative; Certain Rights and Powers of the Directing Holder	 	302
	Section 3.30	No Downgrade Confirmation	 	305
	Section 3.31	Appointment and Duties of the Operating Advisor	 	308
	Section 3.32	Delivery of Excluded Information to the Certificate Administrator	 	312
	Section 3.33	Certain Matters with Respect to Joint Mortgage Loans	 	313


 






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	ARTICLE IV
	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 	 
	Section 4.01	Distributions	 	317
	Section 4.02	Statements to Certificateholders; Reports by Certificate Administrator; Other Information
    Available to the Holders and Others	 	329
	Section 4.03	Compliance with Withholding Requirements	 	341
	Section 4.04	REMIC Compliance	 	341
	Section 4.05	Imposition of Tax on the Trust Fund	 	344
	Section 4.06	Remittances	 	346
	Section 4.07	P&I Advances	 	346
	Section 4.08	Appraisal Reductions	 	353
	Section 4.09	Grantor Trust Reporting	 	355
	 	 	 	 
	ARTICLE V
	 	 	 	 
	THE CERTIFICATES
	 	 	 	 
	Section 5.01	The Certificates	 	356
	Section 5.02	Registration, Transfer and Exchange of Certificates	 	360
	Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates	 	371
	Section 5.04	Appointment of Paying Agent	 	371
	Section 5.05	Access to Certificateholders’ Names and Addresses; Special Notices	 	372
	Section 5.06	Actions of Certificateholders	 	372
	Section 5.07	Rule 144A Information	 	373
	 	 	 	 
	ARTICLE VI
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE 

DIRECTING HOLDER AND THE OPERATING ADVISOR
	 	 	 	 
	Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor	 	373
	Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor	 	373
	Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others	 	374
	Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the Master Servicer, the Special Servicer and the Operating Advisor	 	377
	Section 6.05	Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer	 	378
	Section 6.06	The Master Servicer or Special Servicer as Owners of a Certificate	 	379
	Section 6.07	The Directing Holder	 	380
	Section 6.08	Rights of Non-Directing Holders	 	383


 






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	ARTICLE VII
	 	 	 	 
	SERVICER AND OPERATING ADVISOR TERMINATION
	 	 	 	 
	Section 7.01	Servicer Termination Events	 	384
	Section 7.02	Trustee to Act; Appointment of Successor	 	392
	Section 7.03	Notification to Certificateholders and Other Persons	 	394
	Section 7.04	Other Remedies of Trustee	 	394
	Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	 	394
	Section 7.06	Trustee as Maker of Advances	 	395
	Section 7.07	Termination of the Operating Advisor	 	395
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR
	 	 	 	 
	Section 8.01	Duties of Trustee and Certificate Administrator	 	398
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	 	401
	Section 8.03	Trustee and Certificate Administrator Not Liable for Certificates or Mortgage Loans	 	403
	Section 8.04	Trustee and Certificate Administrator May Own Certificates	 	405
	Section 8.05	Payment of Trustee’s and Certificate Administrator’s Fees and Expenses;
    Indemnification	 	405
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	 	408
	Section 8.07	Resignation and Removal of Trustee and Certificate Administrator	 	409
	Section 8.08	Successor Trustee and Certificate Administrator	 	411
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	 	412
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	 	412
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	TERMINATION
	 	 	 	 
	Section 9.01	Termination	 	414
	 	 	 	 
	ARTICLE X
	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 	 	 
	Section 10.01	Intent of the Parties; Reasonableness	 	419
	Section 10.02	Notification Requirements and Deliveries in Connection with securitization of a Serviced Companion Loan	 	420



 



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	Section 10.03	Information to be Provided by the Master Servicer and the Special Servicer	 	422
	Section 10.04	Information to be Provided by the Trustee	 	423



	Section 10.05	Filing Obligations	 	424
	Section 10.06	Form 10-D Filings	 	425
	Section 10.07	Form 10-K Filings	 	427
	Section 10.08	Sarbanes-Oxley Certification	 	431
	Section 10.09	Form 8-K Filings	 	432
	Section 10.10	Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange
    Act Reports	 	433
	Section 10.11	Annual Compliance Statements	 	434
	Section 10.12	Annual Reports on Assessment of Compliance with Servicing Criteria	 	435
	Section 10.13	Annual Independent Public Accountants’ Servicing Report	 	438
	Section 10.14	Exchange Act Reporting Indemnification	 	439
	Section 10.15	Amendments	 	442
	Section 10.16	Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods	 	442
	Section 10.17	Termination of the Certificate Administrator	 	444
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 	 
	Section 11.01	Counterparts	 	444
	Section 11.02	Limitation on Rights of Certificateholders	 	444
	Section 11.03	Governing Law	 	445
	Section 11.04	Waiver of Jury Trial; Consent to Jurisdiction	 	445
	Section 11.05	Notices	 	446
	Section 11.06	Severability of Provisions	 	452
	Section 11.07	Notice to the Depositor and Each Rating Agency	 	452
	Section 11.08	Amendment	 	455
	Section 11.09	Confirmation of Intent	 	458
	Section 11.10	No Intended Third-Party Beneficiaries	 	459
	Section 11.11	Entire Agreement	 	459
	Section 11.12	Third Party Beneficiaries	 	459
	Section 11.13	Precautionary Trust Indenture Act Provisions	 	460
	Section 11.14	Cooperation with Asset Representations
    Reviewer	 	461


 



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	TABLE OF EXHIBITS
	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-SB Certificate
	Exhibit A-4	Form of Class A-3 Certificate
	Exhibit A-5	Form of Class A-4 Certificate
	Exhibit A-6	Form of Class A-M Certificate
	Exhibit A-7	Form of Class B Certificate
	Exhibit A-8	Form of Class C Certificate
	Exhibit A-9	Form of Class D Certificate
	Exhibit A-10	Form of Class E Certificate
	Exhibit A-11	Form of Class F Certificate
	Exhibit A-12	Form of Class G Certificate
	Exhibit A-13	Form of Class H Certificate
	Exhibit A-14	Form of Class J Certificate
	Exhibit A-15	Form of Class XP-A Certificate
	Exhibit A-16	Form of Class XS-A Certificate
	Exhibit A-17	Form of Class X-B Certificate
	Exhibit A-18	Form of Class X-C Certificate
	Exhibit A-19	Form of Class X-D Certificate
	Exhibit A-20	Form of Class X-E Certificate
	Exhibit A-21	Form of Class X-F Certificate
	Exhibit A-22	Form of Class V Certificate
	Exhibit A-23	Form of Class R Certificate
	Exhibit A-24	Form of Class LR Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C-1	Form of Transferee Affidavit
	Exhibit C-2	Form of Transferor Letter
	Exhibit D-1	Form of Investment Representation Letter
	Exhibit D-2	Form of ERISA Representation Letter
	Exhibit E	Form of Request for Release
	Exhibit F	Securities Legend
	Exhibit G	Form of Regulation S Transfer Certificate
	Exhibit H	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate during the Restricted Period
	Exhibit I	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate after the Restricted Period
	Exhibit J	Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Rule 144A Global Certificate during the Restricted Period
	Exhibit K	Form of Distribution Date Statement
	Exhibit L-1A	Form of Investor Certification for Non-Borrower Party (for Persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)


 



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	Exhibit L-1B	Form of Investor Certification for Non-Borrower Party (for the Controlling Class Representative and/or a Controlling Class Certificateholder)



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


 





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


 


PRELIMINARY STATEMENT:


 


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

the meanings specified in Article I hereof)


 


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


 


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


 


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


 


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


 


The portfolio of Mortgaged
Properties that secures the Mortgage Loan identified as Loan No. 1 on the Mortgage Loan Schedule (the “Equity Inns
Portfolio Mortgage Loan” or collectively, the “Equity Inns Portfolio Pari Passu Note A-1-A” and the
“Equity Inns Portfolio Pari Passu Note A-4-A”) also secures seven companion loans to the same Borrower, which
are each pari passu in right of payment with each other and to the Equity Inns Portfolio Mortgage Loan (collectively, the
“Equity Inns Portfolio Companion Loans” and, together with the Equity Inns Portfolio Mortgage Loan, the “Equity
Inns Portfolio Loan Combination”). The Equity Inns Portfolio Loan Combination is serviced pursuant to (i) this Agreement
and (ii) the 


 





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related Intercreditor Agreement. The Equity Inns Portfolio Companion Loans and all amounts attributable thereto
will not be assets of the Trust Fund or the Trust REMICs and will be beneficially owned by the related Companion Loan Noteholders.


 


The Mortgaged
Property that secures the Mortgage Loan identified as Loan No. 2 on the Mortgage Loan Schedule (the “32 Avenue of
the Americas Mortgage Loan” or the “32 Avenue of the Americas Pari Passu Note A-4”) also secures
four companion loans to the same Borrower, which are each pari passu in right of payment with each other and to the 32
Avenue of the Americas Mortgage Loan (the “32 Avenue of the Americas Companion Loans” and, together with
the 32 Avenue of the Americas Mortgage Loan, the “32 Avenue of the Americas Loan Combination”). The 32
Avenue of the Americas Loan Combination will be serviced (a) from and after the Closing Date and prior to the 32 Avenue of
the Americas Pari Passu Note A-1 Securitization Date, pursuant to (i) this Agreement and (ii) the related
Intercreditor Agreement and (b) from and after the 32 Avenue of the Americas Pari Passu Note A-1 Securitization Date,
pursuant to (i) the Other Pooling and Servicing Agreement related to the Other Securitization involving the 32 Avenue of the
Americas Pari Passu Note A-1 and (ii) the related Intercreditor Agreement. The 32 Avenue of the Americas Companion Loans and
all amounts attributable thereto will not be assets of the Trust Fund or the Trust REMICs and will be beneficially owned by
the related Companion Loan Noteholders.


 


The Mortgaged Property
that secures the Mortgage Loan identified as Loan No. 3 on the Mortgage Loan Schedule secures the following nineteen notes
(collectively, the “11 Madison Avenue Loan Combination”):


 


(i) a promissory note
designated as Note A-1-C3 with an outstanding principal balance of $69,600,000 (the “11 Madison Avenue Mortgage Loan”
or the “11 Madison Avenue Note A-1-C3”);


 


(ii) nine promissory
notes designated as Note A-1-S1, Note A-1-S2, Note A-1-S3, Note A-2-S1, Note A-2-S2, Note A-2-S3, Note A-3-S1, Note A-3-S2 and
Note A-3-S3, respectively, with an aggregate outstanding principal balance of $397,530,000 (collectively, the “11 Madison
Avenue Standalone Pari Passu Companion Loans”);


 


(iii) six promissory
notes designated as Note A-1-C1, Note A-1-C2, Note A-2-C1, Note A-2-C2, Note A-3-C1 and Note A-3-C2, respectively, with an aggregate
outstanding principal balance of $297,200,000 (collectively, the “11 Madison Avenue Non-Standalone Pari Passu Companion
Loans” and, together with the 11 Madison Avenue Standalone Pari Passu Companion Loans, the “11 Madison Avenue
Pari Passu Companion Loans”); and


 


(iv) three promissory
notes designated as Note B-1-S, Note B-2-S and Note B-3-S, respectively, with an aggregate outstanding principal balance of $310,670,000
(collectively, the “11 Madison Avenue Subordinate Companion Loans” or “Non-Serviced Subordinate Companion
Loans”).


 


Each of the 11 Madison
Avenue Mortgage Loan and the 11 Madison Avenue Pari Passu Companion Loans is generally pari passu in right of payment with
each other. Each of the 11 Madison Avenue Subordinate Companion Loans is generally pari passu in right of payment with each
other but are subordinate in right of payment in respect of each of the 


 






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11 Madison Avenue
Mortgage Loan and the 11 Madison Avenue Pari Passu Companion Loans.


 


The 11 Madison Avenue
Loan Combination is serviced pursuant to (i) the Other Pooling and Servicing Agreement related to the Other Securitization
designated as the MAD 2015-11MD Mortgage Trust and (ii) the related Intercreditor Agreement. The 11 Madison Avenue Pari Passu
Companion Loans and the 11 Madison Avenue Subordinate Companion Loans and all amounts attributable thereto will not be assets of
the Trust Fund or the Trust REMICs and will be beneficially owned by the related Companion Loan Noteholders.


 


The portfolio of Mortgaged
Properties that secures the Mortgage Loan identified as Loan No. 6 on the Mortgage Loan Schedule (the “Harvey Building
Products Portfolio Mortgage Loan” or the “Harvey Building Products Portfolio Pari Passu Note A-1”)
also secures two companion loans to the same Borrower, which are each pari passu in right of payment with each other and
to the Harvey Building Products Portfolio Mortgage Loan (collectively, the “Harvey Building Products Portfolio Companion
Loans” and, together with the Harvey Building Products Portfolio Mortgage Loan, the “Harvey Building Products
Portfolio Loan Combination”). The Harvey Building Products Portfolio Loan Combination is serviced pursuant to (i) this
Agreement and (ii) the related Intercreditor Agreement. The Harvey Building Products Portfolio Companion Loans and all amounts
attributable thereto will not be assets of the Trust Fund or the Trust REMICs and will be beneficially owned by the related Companion
Loan Noteholders.


 


The Mortgaged Property
that secures the Mortgage Loan identified as Loan No. 10 on the Mortgage Loan Schedule (the “Springfield Mall Mortgage
Loan” or the “Springfield Mall Pari Passu Note A-1”) also secures one companion loan to the same
Borrower, which is pari passu in right of payment to the Springfield Mall Mortgage Loan (the “Springfield Mall
Companion Loan” and, together with the Springfield Mall Mortgage Loan, the “Springfield Mall Loan Combination”).
The Springfield Mall Loan Combination is serviced pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement.
The Springfield Mall Companion Loan and all amounts attributable thereto will not be an asset of the Trust Fund or the Trust REMICs
and will be beneficially owned by the related Companion Loan Noteholder.


 


The Mortgaged Property
that secures the Mortgage Loan identified as Loan No.  44 on the Mortgage Loan Schedule (the “40 Wall Street Mortgage
Loan” or the “40 Wall Street Pari Passu Note A-1-B”) also secures three companion loans to the
same Borrower, which are each pari passu in right of payment with each other and to the 40 Wall Street Mortgage Loan (the
“40 Wall Street Companion Loans” and, together with the 40 Wall Street Mortgage Loan, the “40 Wall
Street Loan Combination”). The 40 Wall Street Loan Combination will be serviced pursuant to (i) the Other Pooling and
Servicing Agreement related to the Other Securitization designated as the WFCM 2015-LC22 Mortgage Trust, and (ii) the related Intercreditor
Agreement. The 40 Wall Street Companion Loans and all amounts attributable thereto will not be assets of the Trust Fund or the
Trust REMICs and will be beneficially owned by the related Companion Loan Noteholders.


 


The following table
sets forth the Class designation and initial Certificate 






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


 


	Corresponding

                                         Certificates 
	 	Initial
                                         Certificate 

                                         Balance or Notional 

                                         Amount

        
	 	Corresponding
                                         

                                         Lower-Tier Regular

                                         Interests(1) 
	 	Initial
                                         Lower-Tier

                                         Principal Balance

        
	 	Corresponding
                                         

                                         Class X 

                                         Components(1)

        
	 	Corresponding

                                         Class XP-A 

                                         Crossover Date 

	Class A-1	 	$          39,109,000	 	LA-1-1	 	$9,607,000.00	 	XA-1-1	 	12/10/2015
	 	 	 	 	LA-1-2	 	$5,225,000.00	 	XA-1-2	 	1/10/2016
	 	 	 	 	LA-1-3	 	$5,189,000.00	 	XA-1-3	 	2/10/2016
	 	 	 	 	LA-1-4	 	$5,249,000.00	 	XA-1-4	 	3/10/2016
	 	 	 	 	LA-1-5	 	$5,116,000.00	 	XA-1-5	 	4/10/2016
	 	 	 	 	LA-1-6	 	$5,128,000.00	 	XA-1-6	 	5/10/2016
	 	 	 	 	LA-1-7	 	$3,595,000.00	 	XA-1-7	 	6/10/2016
	Class A-2	 	$        210,190,000	 	LA-2-1	 	$1,450,000.00	 	XA-2-1	 	6/10/2016
	 	 	 	 	LA-2-2	 	$5,056,000.00	 	XA-2-2	 	7/10/2016
	 	 	 	 	LA-2-3	 	$4,975,000.00	 	XA-2-3	 	8/10/2016
	 	 	 	 	LA-2-4	 	$4,940,000.00	 	XA-2-4	 	9/10/2016
	 	 	 	 	LA-2-5	 	$44,508,000.00	 	XA-2-5	 	10/10/2016
	 	 	 	 	LA-2-6	 	$4,679,000.00	 	XA-2-6	 	11/10/2016
	 	 	 	 	LA-2-7	 	$4,690,000.00	 	XA-2-7	 	12/10/2016
	 	 	 	 	LA-2-8	 	$4,614,000.00	 	XA-2-8	 	1/10/2017
	 	 	 	 	LA-2-9	 	$4,581,000.00	 	XA-2-9	 	2/10/2017
	 	 	 	 	LA-2-10	 	$4,679,000.00	 	XA-2-10	 	3/10/2017
	 	 	 	 	LA-2-11	 	$4,517,000.00	 	XA-2-11	 	4/10/2017
	 	 	 	 	LA-2-12	 	$4,529,000.00	 	XA-2-12	 	5/10/2017
	 	 	 	 	LA-2-13	 	$4,454,000.00	 	XA-2-13	 	6/10/2017
	 	 	 	 	LA-2-14	 	$4,464,000.00	 	XA-2-14	 	7/10/2017
	 	 	 	 	LA-2-15	 	$4,392,000.00	 	XA-2-15	 	8/10/2017
	 	 	 	 	LA-2-16	 	$43,523,000.00	 	XA-2-16	 	9/10/2017
	 	 	 	 	LA-2-17	 	$4,128,000.00	 	XA-2-17	 	10/10/2017
	 	 	 	 	LA-2-18	 	$8,400,000.00	 	XA-2-18	 	11/10/2017
	 	 	 	 	LA-2-19	 	$47,611,000.00	 	XA-2-19	 	12/10/2017
	Class A-SB	 	$          53,371,000	 	LA-SB-1	 	$1,000.00	 	XA-SB-1	 	10/10/2020
	 	 	 	 	LA-SB-2	 	$799,000.00	 	XA-SB-2	 	11/10/2020
	 	 	 	 	LA-SB-3	 	$867,000.00	 	XA-SB-3	 	12/10/2020
	 	 	 	 	LA-SB-4	 	$806,000.00	 	XA-SB-4	 	1/10/2021
	 	 	 	 	LA-SB-5	 	$810,000.00	 	XA-SB-5	 	2/10/2021
	 	 	 	 	LA-SB-6	 	$1,002,000.00	 	XA-SB-6	 	3/10/2021
	 	 	 	 	LA-SB-7	 	$817,000.00	 	XA-SB-7	 	4/10/2021
	 	 	 	 	LA-SB-8	 	$883,000.00	 	XA-SB-8	 	5/10/2021
	 	 	 	 	LA-SB-9	 	$824,000.00	 	XA-SB-9	 	6/10/2021
	 	 	 	 	LA-SB-10	 	$890,000.00	 	XA-SB-10	 	7/10/2021
	 	 	 	 	LA-SB-11	 	$831,000.00	 	XA-SB-11	 	8/10/2021
	 	 	 	 	LA-SB-12	 	$834,000.00	 	XA-SB-12	 	9/10/2021
	 	 	 	 	LA-SB-13	 	$900,000.00	 	XA-SB-13	 	10/10/2021
	 	 	 	 	LA-SB-14	 	$841,000.00	 	XA-SB-14	 	11/10/2021
	 	 	 	 	LA-SB-15	 	$907,000.00	 	XA-SB-15	 	12/10/2021
	 	 	 	 	LA-SB-16	 	$848,000.00	 	XA-SB-16	 	1/10/2022
	 	 	 	 	LA-SB-17	 	$851,000.00	 	XA-SB-17	 	2/10/2022
	 	 	 	 	LA-SB-18	 	$1,041,000.00	 	XA-SB-18	 	3/10/2022
	 	 	 	 	LA-SB-19	 	$859,000.00	 	XA-SB-19	 	4/10/2022
	 	 	 	 	LA-SB-20	 	$924,000.00	 	XA-SB-20	 	5/10/2022
	 	 	 	 	LA-SB-21	 	$867,000.00	 	XA-SB-21	 	6/10/2022
	 	 	 	 	LA-SB-22	 	$931,000.00	 	XA-SB-22	 	7/10/2022
	 	 	 	 	LA-SB-23	 	$873,000.00	 	XA-SB-23	 	8/10/2022
	 	 	 	 	LA-SB-24	 	$878,000.00	 	XA-SB-24	 	9/10/2022
	 	 	 	 	LA-SB-25	 	$941,000.00	 	XA-SB-25	 	10/10/2022



 




    	-4-



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 
	Corresponding

    Certificates	 	Initial
    Certificate 

    Balance or Notional 

    Amount	 	Corresponding
    

    Lower-Tier Regular

    Interests(1)	 	Initial
    Lower-Tier

    Principal Balance	 	Corresponding
    

    Class X 

    Components(1)	 	Corresponding

    Class XP-A 

    Crossover Date




	 	 	 	 	LA-SB-26	 	$885,000.00	 	XA-SB-26	 	11/10/2022
	 	 	 	 	LA-SB-27	 	$949,000.00	 	XA-SB-27	 	12/10/2022
	 	 	 	 	LA-SB-28	 	$892,000.00	 	XA-SB-28	 	1/10/2023
	 	 	 	 	LA-SB-29	 	$895,000.00	 	XA-SB-29	 	2/10/2023
	 	 	 	 	LA-SB-30	 	$1,080,000.00	 	XA-SB-30	 	3/10/2023




	 	 	 	 	LA-SB-31	 	$904,000.00	 	XA-SB-31	 	4/10/2023
	 	 	 	 	LA-SB-32	 	$967,000.00	 	XA-SB-32	 	5/10/2023
	 	 	 	 	LA-SB-33	 	$911,000.00	 	XA-SB-33	 	6/10/2023
	 	 	 	 	LA-SB-34	 	$975,000.00	 	XA-SB-34	 	7/10/2023
	 	 	 	 	LA-SB-35	 	$919,000.00	 	XA-SB-35	 	8/10/2023
	 	 	 	 	LA-SB-36	 	$922,000.00	 	XA-SB-36	 	9/10/2023
	 	 	 	 	LA-SB-37	 	$986,000.00	 	XA-SB-37	 	10/10/2023
	 	 	 	 	LA-SB-38	 	$930,000.00	 	XA-SB-38	 	11/10/2023
	 	 	 	 	LA-SB-39	 	$993,000.00	 	XA-SB-39	 	12/10/2023
	 	 	 	 	LA-SB-40	 	$938,000.00	 	XA-SB-40	 	1/10/2024
	 	 	 	 	LA-SB-41	 	$941,000.00	 	XA-SB-41	 	2/10/2024
	 	 	 	 	LA-SB-42	 	$1,064,000.00	 	XA-SB-42	 	3/10/2024
	 	 	 	 	LA-SB-43	 	$949,000.00	 	XA-SB-43	 	4/10/2024
	 	 	 	 	LA-SB-44	 	$1,012,000.00	 	XA-SB-44	 	5/10/2024
	 	 	 	 	LA-SB-45	 	$958,000.00	 	XA-SB-45	 	6/10/2024
	 	 	 	 	LA-SB-46	 	$1,020,000.00	 	XA-SB-46	 	7/10/2024
	 	 	 	 	LA-SB-47	 	$966,000.00	 	XA-SB-47	 	8/10/2024
	 	 	 	 	LA-SB-48	 	$969,000.00	 	XA-SB-48	 	9/10/2024
	 	 	 	 	LA-SB-49	 	$1,032,000.00	 	XA-SB-49	 	10/10/2024
	 	 	 	 	LA-SB-50	 	$1,195,000.00	 	XA-SB-50	 	11/10/2024
	 	 	 	 	LA-SB-51	 	$1,425,000.00	 	XA-SB-51	 	12/10/2024
	 	 	 	 	LA-SB-52	 	$1,394,000.00	 	XA-SB-52	 	1/10/2025
	 	 	 	 	LA-SB-53	 	$1,384,000.00	 	XA-SB-53	 	2/10/2025
	 	 	 	 	LA-SB-54	 	$3,891,000.00	 	XA-SB-54	 	3/10/2025
	Class A-3	 	$          125,000,000	 	LA-3-1	 	$62,735,000.00	 	XA-3-1	 	12/10/2017
	 	 	 	 	LA-3-2	 	$61,945,000.00	 	XA-3-2	 	1/10/2018
	 	 	 	 	LA-3-3	 	$320,000.00	 	XA-3-3	 	2/10/2018
	Class A-4	 	$          244,968,000	 	LA-4-1	 	$2,887,000.00	 	XA-4-1	 	2/10/2018
	 	 	 	 	LA-4-2	 	$3,310,000.00	 	XA-4-2	 	3/10/2018
	 	 	 	 	LA-4-3	 	$3,162,000.00	 	XA-4-3	 	4/10/2018
	 	 	 	 	LA-4-4	 	$3,181,000.00	 	XA-4-4	 	5/10/2018
	 	 	 	 	LA-4-5	 	$3,117,000.00	 	XA-4-5	 	6/10/2018
	 	 	 	 	LA-4-6	 	$3,136,000.00	 	XA-4-6	 	7/10/2018
	 	 	 	 	LA-4-7	 	$3,074,000.00	 	XA-4-7	 	8/10/2018
	 	 	 	 	LA-4-8	 	$3,052,000.00	 	XA-4-8	 	9/10/2018
	 	 	 	 	LA-4-9	 	$3,089,000.00	 	XA-4-9	 	10/10/2018
	 	 	 	 	LA-4-10	 	$3,045,000.00	 	XA-4-10	 	11/10/2018
	 	 	 	 	LA-4-11	 	$3,068,000.00	 	XA-4-11	 	12/10/2018
	 	 	 	 	LA-4-12	 	$3,002,000.00	 	XA-4-12	 	1/10/2019
	 	 	 	 	LA-4-13	 	$2,982,000.00	 	XA-4-13	 	2/10/2019
	 	 	 	 	LA-4-14	 	$3,087,000.00	 	XA-4-14	 	3/10/2019
	 	 	 	 	LA-4-15	 	$2,940,000.00	 	XA-4-15	 	4/10/2019
	 	 	 	 	LA-4-16	 	$2,960,000.00	 	XA-4-16	 	5/10/2019
	 	 	 	 	LA-4-17	 	$2,898,000.00	 	XA-4-17	 	6/10/2019
	 	 	 	 	LA-4-18	 	$2,919,000.00	 	XA-4-18	 	7/10/2019
	 	 	 	 	LA-4-19	 	$2,857,000.00	 	XA-4-19	 	8/10/2019
	 	 	 	 	LA-4-20	 	$2,837,000.00	 	XA-4-20	 	9/10/2019
	 	 	 	 	LA-4-21	 	$2,857,000.00	 	XA-4-21	 	10/10/2019
	 	 	 	 	LA-4-22	 	$2,798,000.00	 	XA-4-22	 	11/10/2019
	 	 	 	 	LA-4-23	 	$2,817,000.00	 	XA-4-23	 	12/10/2019
	 	 	 	 	LA-4-24	 	$2,758,000.00	 	XA-4-24	 	1/10/2020
	 	 	 	 	LA-4-25	 	$2,738,000.00	 	XA-4-25	 	2/10/2020
	 	 	 	 	LA-4-26	 	$2,796,000.00	 	XA-4-26	 	3/10/2020



 



    	-5-



    	 



    

  


	 	 	 	 	 	 	 	 	 	 	 
	Corresponding

    Certificates	 	Initial
    Certificate 

    Balance or Notional 

    Amount	 	Corresponding
    

    Lower-Tier Regular

    Interests(1)	 	Initial
    Lower-Tier

    Principal Balance	 	Corresponding
    

    Class X 

    Components(1)	 	Corresponding

    Class XP-A 

    Crossover Date


	 	 	 	 	LA-4-27	 	$34,528,000.00	 	XA-4-27	 	4/10/2020
	 	 	 	 	LA-4-28	 	$16,180,000.00	 	XA-4-28	 	5/10/2020
	 	 	 	 	LA-4-29	 	$4,787,000.00	 	XA-4-29	 	6/10/2020
	 	 	 	 	LA-4-30	 	$43,316,000.00	 	XA-4-30	 	7/10/2020
	 	 	 	 	LA-4-31	 	$2,138,000.00	 	XA-4-31	 	8/10/2020


	 	 	 	 	LA-4-32	 	$2,136,000.00	 	XA-4-32	 	9/10/2020
	 	 	 	 	LA-4-33	 	$2,172,000.00	 	XA-4-33	 	10/10/2020
	 	 	 	 	LA-4-34	 	$1,350,000.00	 	XA-4-34	 	11/10/2020
	 	 	 	 	LA-4-35	 	$1,303,000.00	 	XA-4-35	 	12/10/2020
	 	 	 	 	LA-4-36	 	$1,313,000.00	 	XA-4-36	 	1/10/2021
	 	 	 	 	LA-4-37	 	$1,294,000.00	 	XA-4-37	 	2/10/2021
	 	 	 	 	LA-4-38	 	$1,192,000.00	 	XA-4-38	 	3/10/2021
	 	 	 	 	LA-4-39	 	$1,257,000.00	 	XA-4-39	 	4/10/2021
	 	 	 	 	LA-4-40	 	$1,211,000.00	 	XA-4-40	 	5/10/2021
	 	 	 	 	LA-4-41	 	$1,221,000.00	 	XA-4-41	 	6/10/2021
	 	 	 	 	LA-4-42	 	$1,174,000.00	 	XA-4-42	 	7/10/2021
	 	 	 	 	LA-4-43	 	$1,185,000.00	 	XA-4-43	 	8/10/2021
	 	 	 	 	LA-4-44	 	$1,167,000.00	 	XA-4-44	 	9/10/2021
	 	 	 	 	LA-4-45	 	$1,121,000.00	 	XA-4-45	 	10/10/2021
	 	 	 	 	LA-4-46	 	$1,132,000.00	 	XA-4-46	 	11/10/2021
	 	 	 	 	LA-4-47	 	$1,084,000.00	 	XA-4-47	 	12/10/2021
	 	 	 	 	LA-4-48	 	$1,098,000.00	 	XA-4-48	 	1/10/2022
	 	 	 	 	LA-4-49	 	$1,079,000.00	 	XA-4-49	 	2/10/2022
	 	 	 	 	LA-4-50	 	$972,000.00	 	XA-4-50	 	3/10/2022
	 	 	 	 	LA-4-51	 	$1,045,000.00	 	XA-4-51	 	4/10/2022
	 	 	 	 	LA-4-52	 	$997,000.00	 	XA-4-52	 	5/10/2022
	 	 	 	 	LA-4-53	 	$1,010,000.00	 	XA-4-53	 	6/10/2022
	 	 	 	 	LA-4-54	 	$963,000.00	 	XA-4-54	 	7/10/2022
	 	 	 	 	LA-4-55	 	$977,000.00	 	XA-4-55	 	8/10/2022
	 	 	 	 	LA-4-56	 	$960,000.00	 	XA-4-56	 	9/10/2022
	 	 	 	 	LA-4-57	 	$21,602,000.00	 	XA-4-57	 	10/10/2022
	 	 	 	 	LA-4-58	 	$795,000.00	 	XA-4-58	 	11/10/2022
	 	 	 	 	LA-4-59	 	$745,000.00	 	XA-4-59	 	12/10/2022
	 	 	 	 	LA-4-60	 	$763,000.00	 	XA-4-60	 	1/10/2023
	 	 	 	 	LA-4-61	 	$748,000.00	 	XA-4-61	 	2/10/2023
	 	 	 	 	LA-4-62	 	$628,000.00	 	XA-4-62	 	3/10/2023
	 	 	 	 	LA-4-63	 	$717,000.00	 	XA-4-63	 	4/10/2023
	 	 	 	 	LA-4-64	 	$666,000.00	 	XA-4-64	 	5/10/2023
	 	 	 	 	LA-4-65	 	$686,000.00	 	XA-4-65	 	6/10/2023
	 	 	 	 	LA-4-66	 	$636,000.00	 	XA-4-66	 	7/10/2023
	 	 	 	 	LA-4-67	 	$656,000.00	 	XA-4-67	 	8/10/2023
	 	 	 	 	LA-4-68	 	$641,000.00	 	XA-4-68	 	9/10/2023
	 	 	 	 	LA-4-69	 	$590,000.00	 	XA-4-69	 	10/10/2023
	 	 	 	 	LA-4-70	 	$611,000.00	 	XA-4-70	 	11/10/2023
	 	 	 	 	LA-4-71	 	$561,000.00	 	XA-4-71	 	12/10/2023
	 	 	 	 	LA-4-72	 	$581,000.00	 	XA-4-72	 	1/10/2024
	 	 	 	 	LA-4-73	 	$567,000.00	 	XA-4-73	 	2/10/2024
	 	 	 	 	LA-4-74	 	$480,000.00	 	XA-4-74	 	3/10/2024
	 	 	 	 	LA-4-75	 	$537,000.00	 	XA-4-75	 	4/10/2024
	 	 	 	 	LA-4-76	 	$486,000.00	 	XA-4-76	 	5/10/2024
	 	 	 	 	LA-4-77	 	$509,000.00	 	XA-4-77	 	6/10/2024
	 	 	 	 	LA-4-78	 	$457,000.00	 	XA-4-78	 	7/10/2024
	 	 	 	 	LA-4-79	 	$479,000.00	 	XA-4-79	 	8/10/2024
	 	 	 	 	LA-4-80	 	$465,000.00	 	XA-4-80	 	9/10/2024
	 	 	 	 	LA-4-81	 	$415,000.00	 	XA-4-81	 	10/10/2024
	 	 	 	 	LA-4-82	 	$218,000.00	 	XA-4-82	 	11/10/2024
	Class XP-A	 	$       
       733,896,000(2)	 	N/A	 	N/A	 	N/A	 	N/A
	Class XS-A	 	$          733,896,000(2)	 	N/A	 	N/A	 	N/A	 	N/A



 


 






    	-6-



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 
	Corresponding

    Certificates	 	Initial
    Certificate 

    Balance or Notional 

    Amount	 	Corresponding
    

    Lower-Tier Regular

    Interests(1)	 	Initial
    Lower-Tier

    Principal Balance	 	Corresponding
    

    Class X 

    Components(1)	 	Corresponding

    Class XP-A 

    Crossover Date



	Class X-B	 	$          94,890,000(2)	 	N/A	 	N/A	 	N/A	 	N/A
	Class X-C	 	$          52,850,000(2)	 	N/A	 	N/A	 	N/A	 	N/A
	Class X-D	 	$          22,822,000(2)	 	N/A	 	N/A	 	N/A	 	N/A
	Class X-E	 	$          22,822,000(2)	 	N/A	 	N/A	 	N/A	 	N/A
	Class X-F	 	$          33,632,147(2)	 	N/A	 	N/A	 	N/A	 	N/A


	 	 	 	 	 	 	 	 	 	 	 
	Class A-M	 	$              61,258,000	 	LA-M-1	 	$30,089,000.00	 	XA-M-1	 	3/10/2025
	 	 	 	 	LA-M-2	 	$2,786,000.00	 	XA-M-2	 	4/10/2025
	 	 	 	 	LA-M-3	 	$18,150,000.00	 	XA-M-3	 	5/10/2025
	 	 	 	 	LA-M-4	 	$10,233,000.00	 	XA-M-4	 	6/10/2025
	Class B	 	$             51,649,000	 	LB	 	$51,649,000.00	 	XB	 	N/A
	Class C	 	$             43,241,000	 	LC	 	$43,241,000.00	 	XC	 	N/A
	Class D	 	$             28,828,000	 	LD	 	$28,828,000.00	 	XD	 	N/A
	Class E	 	$             24,022,000	 	LE	 	$24,022,000.00	 	XE	 	N/A
	Class F	 	$             22,822,000	 	LF	 	$22,822,000.00	 	XF	 	N/A
	Class G	 	$             10,810,000	 	LG	 	$10,810,000.00	 	XG	 	N/A
	Class H	 	$             12,012,000	 	LH	 	$12,012,000.00	 	XH	 	N/A
	Class J	 	$             33,632,147	 	LJ	 	$33,632,147.00	 	XJ	 	N/A


 





 






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



 


		(2)	Notional
                                         Amount.



 


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


 


As of the Cut-off Date,
the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $960,912,147.


 






    	-7-



    	 



    
 


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


 


Article I



DEFINITIONS


 


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


 


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


 


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


 


“11 Madison
Avenue Companion Loans”: The 11 Madison Avenue Pari Passu Companion Loans and the 11 Madison Avenue Subordinate Companion
Loans.


 


“11 Madison
Avenue Loan Combination”: As defined in the Preliminary Statement.


 


“11 Madison
Avenue Mortgage Loan”: As defined in the Preliminary Statement.


 


“11 Madison
Avenue Non-Standalone Pari Passu Companion Loans”: As defined in the Preliminary Statement.


 


“11 Madison
Avenue Pari Passu Companion Loans”: As defined in the Preliminary Statement.


 


“11 Madison
Avenue Standalone Pari Passu Companion Loans”: As defined in the Preliminary Statement.


 


“11 Madison
Avenue Service Providers”: With respect the 11 Madison Avenue Loan Combination, the related Other Trustee, Other Servicer,
Other Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal and/or interest advances
in respect of the 11 Madison Avenue Companion Loans or property advances in respect of the 11 Madison Avenue Loan Combination pursuant
to the related Other Pooling and Servicing Agreement.


 


“11 Madison
Avenue Subordinate Companion Loans”: As defined in the Preliminary Statement.


 


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


 


“17g-5 Information
Provider’s Website”: The internet website of the 17g-5 Information Provider, initially located at www.ctslink.com,
under the “NRSRO” tab or other


 





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applicable tab of the respective transaction, access to which is limited to the Depositor,
the Rating Agencies and to NRSROs who have provided an NRSRO Certification to the 17g-5 Information Provider.


 


“32 Avenue of
the Americas Companion Loans”: As defined in the Preliminary Statement.


 


“32 Avenue of
the Americas Loan Combination”: The 32 Avenue of the Americas Companion Loans, together with the 32 Avenue of the Americas
Mortgage Loan. References herein to the 32 Avenue of the Americas Loan Combination shall be construed to refer to the aggregate
indebtedness under the 32 Avenue of the Americas Pari Passu Note A-1, the 32 Avenue of the Americas Pari Passu Note A-2, the 32
Avenue of the Americas Pari Passu Note A-3, the 32 Avenue of the Americas Pari Passu Note A-4, the 32 Avenue of the Americas Pari
Passu Note A-5 and the 32 Avenue of the Americas Pari Passu Note A-6.


 


“32 Avenue of
the Americas Mortgage Loan”: As defined in the Preliminary Statement.


 


“32 Avenue of
the Americas Pari Passu Note A-1”: The promissory note designated as note A-1, which evidences a portion of the
32 Avenue of the Americas Loan Combination. The 32 Avenue of the Americas Pari Passu Note A-1 is not included in the Trust Fund
and is pari passu in right of payment to each 32 Avenue of the Americas Companion Loan and to the 32 Avenue of the
Americas Mortgage Loan, as set forth in the related Intercreditor Agreement. As of the Closing Date, the 32 Avenue of the Americas
Pari Passu Note A-1 is held by JPMorgan Chase Bank, National Association.


 


“32 Avenue of
the Americas Pari Passu Note A-2”: The promissory note designated as note A-2, which evidences a portion of the
32 Avenue of the Americas Loan Combination. The 32 Avenue of the Americas Pari Passu Note A-2 is not included in the Trust Fund
and is pari passu in right of payment to each 32 Avenue of the Americas Companion Loan and to the 32 Avenue of the Americas
Mortgage Loan, as set forth in the related Intercreditor Agreement. As of the Closing Date, the 32 Avenue of the Americas Pari
Passu Note A-2 is held by JPMorgan Chase Bank, National Association.


 


“32 Avenue of
the Americas Pari Passu Note A-3”: The promissory note designated as note A-3, which evidences a portion of the
32 Avenue of the Americas Loan Combination. The 32 Avenue of the Americas Pari Passu Note A-3 is not included in the Trust Fund
and is pari passu in right of payment to each 32 Avenue of the Americas Companion Loan and to the 32 Avenue of the Americas
Mortgage Loan, as set forth in the related Intercreditor Agreement. As of the Closing Date, the 32 Avenue of the Americas Pari
Passu Note A-3 is held by JPMorgan Chase Bank, National Association.


 


“32 Avenue of
the Americas Pari Passu Note A-4”: The promissory note designated as note A-4, which evidences a portion of the
32 Avenue of the Americas Loan Combination. The 32 Avenue of the Americas Pari Passu Note A-4 is included in the Trust Fund and
is pari passu in right of payment to each 32 Avenue of the Americas Companion Loan, as set forth in the related Intercreditor
Agreement. The 32 Avenue of the Americas Pari Passu Note A-4 is also the 32 Avenue of the Americas Mortgage Loan.


 






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“32 Avenue of
the Americas Pari Passu Note A-5”: The promissory note designated as note A-5, which evidences a portion of the
32 Avenue of the Americas Loan Combination. The 32 Avenue of the Americas Pari Passu Note A-5 is not included in the Trust Fund
and is pari passu in right of payment to each 32 Avenue of the Americas Companion Loan and to the 32 Avenue of the Americas
Mortgage Loan, as set forth in the related Intercreditor Agreement. As of the Closing Date, the 32 Avenue of the Americas Pari
Passu Note A-5 is held by GACC.


 


“32 Avenue of
the Americas Pari Passu Note A-1 Securitization Date”: With respect to the 32 Avenue of the Americas Loan Combination,
the date on which the 32 Avenue of the Americas Pari Passu Note A-1 is included in a securitization trust, provided that the related
Companion Loan Noteholder provides each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee
(in each case only to the extent such party will not also be a party to the related Other Securitization) with notice in accordance
with the terms of the related Intercreditor Agreement that the 32 Avenue of the Americas Pari Passu Note A-1 is to be included
in such Other Securitization, which notice shall include contact information for the related Other Servicer, the Other Special
Servicer and the Other Trustee.


 


“32 Avenue of
the Americas Pooling and Servicing Agreement”: This Agreement, for so long as the 32 Avenue of the Americas Loan Combination
is serviced pursuant to this Agreement and, on and after the 32 Avenue of the Americas Pari Passu Note A-1 Securitization Date,
the related Other Pooling and Servicing Agreement for the 32 Avenue of the Americas Pari Passu Note A-1.


 


“32
Avenue of the Americas Service Providers”: With respect to the 32 Avenue of the Americas Loan Combination, (i)
prior to the 32 Avenue of the Americas Pari Passu Note A-1 Securitization Date, the Trustee, Master Servicer, Special
Servicer and any related sub-servicer hereunder and (ii) on and after the 32 Avenue of the Americas Pari Passu Note A-1
Securitization Date, the related Other Trustee, Other Servicer, Other Special Servicer and any related sub-servicer, as
applicable, and any other Person that makes principal and/or interest advances in respect of the 32 Avenue of the Americas
Pari Passu Companion Loans or property advances in respect of the 32 Avenue of the Americas Loan Combination pursuant to the
related Other Pooling and Servicing Agreement.


 


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


 


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


 


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


 


“40 Wall Street
Pari Passu Note A-1-A”: The promissory note designated as note A-1-A, which evidences a portion of the 40 Wall
Street Loan Combination. The 40 Wall


 






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Street Pari Passu
Note A-1-A is not included in the Trust Fund and is pari passu in right of payment to the 40 Wall Street Pari Passu
Note A-1-B, the 40 Wall Street Pari Passu Note A-2 and the 40 Wall Street Pari Passu Note A-3, as set forth in the
related Intercreditor Agreement. The 40 Wall Street Pari Passu Note A-1-A is included in the WFCM 2015-LC22 Mortgage
Trust.


 


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


 


“40 Wall Street
Pari Passu Note A-2”: The promissory note designated as note A-2, which evidences a portion of the 40 Wall Street
Loan Combination. The 40 Wall Street Pari Passu Note A-2 is not included in the Trust Fund and is pari passu in right of
payment to the 40 Wall Street Pari Passu Note A-1-A, the 40 Wall Street Pari Pasu Note A-1-B and the 40 Wall Street Pari Passu
Note A-3, as set forth in the related Intercreditor Agreement. The 40 Wall Street Pari Passu Note A-2 is included in the WFCM
2015-LC22 Mortgage Trust.


 


“40 Wall Street
Pari Passu Note A-3”: The promissory note designated as note A-3, which evidences a portion of the 40 Wall Street
Loan Combination. The 40 Wall Street Pari Passu Note A-3 is not included in the Trust Fund and is pari passu in right of
payment to the 40 Wall Street Pari Passu Note A-1-A, the 40 Wall Street Pari Passu Note A-1-B and the 40 Wall Street Pari
Passu Note A-2, as set forth in the related Intercreditor Agreement. The 40 Wall Street Pari Passu Note A-3 is included in the
COMM 2015-CCRE24 Mortgage Trust.


 


“40 Wall Street
Service Providers”: With respect to the 40 Wall Street Pari Passu Note A-1-A, the related Other Trustee, Other Servicer,
Other Special Servicer and any related sub-servicer, as applicable, and any other Person that makes principal and/or interest advances
in respect of such mortgage loan pursuant to the related Other Pooling and Servicing Agreement.


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination,
any Default arising when the related Loan Documents require that the related Borrower must maintain standard extended coverage
casualty insurance or other insurance that covers acts of terrorism and the Special Servicer has determined, in accordance with
the Servicing Standard and, unless a Control Termination Event has occurred and is continuing, with the consent of the Directing
Holder, that either (i) such insurance is not available at commercially reasonable rates and the subject hazards are not
at the time commonly insured against for properties similar to the Mortgaged Property and located in or around the geographic
region in which such Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners
at current market rates), or (ii) such insurance is not available at any rate; provided that the Directing Holder
will not have more than 30 days to respond to the Special Servicer’s request for such consent; provided, further,
that upon the Special Servicer’s determination, consistent


 






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with the Servicing Standard, that exigent circumstances do not allow
the Special Servicer to consult with the Directing Holder, the Special Servicer will not be required to do so. In making this determination,
the Special Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant.


 


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



 


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


 


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


 


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


 


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


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Mortgage Loan Sellers or the Underwriters (other than an Affiliate of any such party acting in the capacity of a Mortgage Loan
Seller Sub-Servicer), that Services any of the Mortgage Loans, and each Person, other than the Special Servicer, who is not an
Affiliate of any of the Master Servicer, the Certificate Administrator, the Trustee, the Mortgage Loan Sellers or the Underwriters,
who Services 10% or more of the Mortgage Loans (based on their Stated Principal Balance).


 


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


 


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


 


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


 



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


 


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


 


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


 


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. The Trustee and the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master Servicer,
the Special Servicer, the Operating Advisor or the Depositor to determine whether any Person is an Affiliate of such party.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced
Loan Combination as to which an Appraisal Reduction Event has occurred, an amount calculated by the Master Servicer (and, if no
Consultation Termination Event has occurred and is continuing, in consultation with the Directing Holder, and, if a Control Termination
Event has occurred and is continuing, in consultation with the Operating Advisor to the extent set forth in Section 3.31(f)
of this Agreement) by the first Determination Date following the date the Master Servicer receives from the Special Servicer the
required Appraisal or the Special Servicer’s Small Loan Appraisal Estimate (and thereafter by the first Determination Date
following any material change in the amounts set forth in the following equation) equal to the excess, if any, of (a) the
Stated Principal Balance of such Mortgage Loan or Serviced Loan Combination over (b) the excess of (i) the sum of (A) 90%
of the sum of the appraised values (net of any prior mortgage liens) of the related Mortgaged Properties securing such Mortgage
Loan or Serviced Loan Combination as determined by Updated Appraisals obtained by the Special Servicer (the costs of which shall
be paid by the Master Servicer as a Property Advance) minus any downward adjustments the Special Servicer deems appropriate in
accordance with the Servicing Standard (without implying any duty to do so) based upon its review of the Appraisal and any other
information it may deem appropriate (or, in the case of such Mortgage Loans or Serviced Loan Combinations having a Stated Principal
Balance under $2,000,000, 90% of the sum of the Small Loan Appraisal Estimates of the related Mortgaged Properties (as described
in Section 4.08)), plus (B) all escrows and reserves (other than escrows and reserves for taxes and insurance), plus
(C) all insurance and casualty proceeds and condemnation awards that constitute collateral for the related Mortgage Loan or
Serviced Loan Combination (whether paid or then payable by any insurance company or government authority), over (ii) the sum
of (without duplication) (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest
on such Mortgage Loan or Serviced


 






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Loan Combination at a
per annum rate equal to the Mortgage Rate (or with respect to the applicable Serviced Loan Combination, the weighted average
of the Mortgage Rates for the related Mortgage Loan and related Serviced Companion Loans), (B) all unreimbursed Property
Advances and the principal portion of all unreimbursed P&I Advances, and all unpaid interest on Advances at the Advance Rate,
in respect of such Mortgage Loan or Serviced Loan Combination, (C) any other unpaid Additional Trust Fund Expenses in respect
of such Mortgage Loan or Serviced Loan Combination (but subject to the provisions of Section 1.02(e)), (D) all currently
due and unpaid real estate taxes, ground rents and assessments and insurance premiums (net of any escrows or reserves therefor)
that have not been the subject of an Advance by the Master Servicer or the Trustee, as applicable, and (E) all other amounts
due and unpaid with respect to such Mortgage Loan or Serviced Loan Combination that, if not paid by the related Borrower, would
result in a shortfall in distributions to the Certificateholders, except for Prepayment Premiums and Yield Maintenance Charges
payable due to an acceleration of such Mortgage Loan or Serviced Loan Combination following a default thereunder; provided,
without limiting the Special Servicer’s obligation to order and obtain such Appraisal, if the Special Servicer has not obtained
an Appraisal, Updated Appraisal or Small Loan Appraisal Estimate, as applicable, referred to above within 60 days of the
Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of clause (ii) of the
definition thereof, within 30 days of such Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to
be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or the applicable Serviced Loan
Combination until such time as such Updated Appraisal or Small Loan Appraisal Estimate referred to above is received and the Appraisal
Reduction Amount is recalculated.


 


Notwithstanding anything
herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) or a Serviced Loan Combination or the related REO Property will be reduced to zero as of the date the related Mortgage Loan
or Serviced Loan Combination is paid in full, liquidated, repurchased or otherwise removed from the Trust Fund. In addition, with
respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination as to which an Appraisal Reduction
Event has occurred, such Mortgage Loan or Serviced Loan Combination shall no longer be subject to the Appraisal Reduction Amount
if (a) such Mortgage Loan or Serviced Loan Combination has become a Corrected Mortgage Loan (if a Servicing Transfer Event
had occurred with respect to the related Mortgage Loan) and (b) no other Appraisal Reduction Event has occurred and is continuing.


 


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


 


For any Distribution
Date and for any Non-Serviced Mortgage Loan as to which an Appraisal Reduction Event has occurred, the Appraisal Reduction Amount
shall be an


 






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amount calculated by the applicable servicer in accordance with and pursuant to the terms of the related Other Pooling
and Servicing Agreement.


 


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan
Combination, the earliest of (i) the date on which such Mortgage Loan or Serviced Loan Combination becomes a Modified
Mortgage Loan, (ii) the 90th day following the occurrence of any uncured Delinquency in Monthly Payments with respect to
such Mortgage Loan or Serviced Loan Combination, (iii) receipt of notice that the related Borrower has filed a
bankruptcy petition or the date on which a receiver is appointed and continues in such capacity in respect of a Mortgaged
Property securing such Mortgage Loan or Serviced Loan Combination or the 60th day after the related Borrower becomes the
subject of involuntary bankruptcy proceedings and such proceedings are not dismissed in respect of a Mortgaged Property
securing such Mortgage Loan or Serviced Loan Combination, (iv) the date on which the Mortgaged Property securing such
Mortgage Loan or Serviced Loan Combination becomes a Serviced REO Property and (v) with respect to a Balloon Loan, a
payment default shall have occurred with respect to the related Balloon Payment; provided, if (a) the related
Borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer
within 30 days after the default, who shall promptly deliver a copy to the Special Servicer, the Operating Advisor and
the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing)), (b) the related
Borrower continues to make its Assumed Scheduled Payment, (c) no other Appraisal Reduction Event has occurred with
respect to such Mortgage Loan or Serviced Loan Combination and (d) for so long as no Control Termination Event has occurred
and is continuing, the Directing Holder consents, an Appraisal Reduction Event will not occur until 60 days beyond the
related Maturity Date, unless extended by the Special Servicer in accordance with the Loan Documents or this Agreement;
and provided, further, if the related Borrower has delivered to the Master Servicer, who shall promptly deliver
a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only for so long as no Consultation
Termination Event has occurred and is continuing), on or before the 60th day after the related Maturity Date, a refinancing
commitment reasonably acceptable to the Special Servicer, and the Borrower continues to make its Assumed Scheduled Payments
(and no other Appraisal Reduction Event has occurred with respect to such Mortgage Loan or Serviced Loan Combination), an
Appraisal Reduction Event will not occur until the earlier of (1) 120 days beyond the related Maturity Date (or
extended maturity date) and (2) the termination of the refinancing commitment. The Special Servicer shall notify the
Master Servicer promptly upon the occurrence of any of the foregoing events with respect to any Specially Serviced Loan.


 


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


 


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


 


“Assignment
of Leases, Rents and Profits”: With respect to any Mortgaged Property, any assignment of leases, rents and profits
or similar agreement executed by the Borrower, assigning to the mortgagee all of the income, rents and profits derived from
the


 






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ownership,
operation, leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged
and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter.


 


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


 


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


 


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


 


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


 


“Available Funds”:
For a Distribution Date, the sum of (i) all previously undistributed Monthly Payments or other receipts on account of principal
and interest on or in respect of the Mortgage Loans (including Unscheduled Payments and Net REO Proceeds, if any, transferred from
an REO Account pursuant to Section 3.15(b) of this Agreement, but excluding any Excess Liquidation Proceeds) received by or
on behalf of the Master Servicer in the Collection Period relating to such Distribution Date, (ii) all P&I Advances made
by the Master Servicer or the Trustee, as applicable, in respect of the Mortgage Loans as of such Distribution Date, (iii) all
other amounts received by the Master Servicer in such Collection Period (including the portion of Loss of Value Payments deposited
into the Collection Account pursuant to Section 3.06(e) of this Agreement) and required to be placed in the Collection Account
by the Master Servicer pursuant to Section 3.05 of this Agreement, (iv) without duplication, any late Monthly Payments
on or in respect of the Mortgage Loans received after the end of the prior Collection Period relating to such Distribution Date
but prior to the close of business on the Business Day prior to the related Servicer Remittance Date, (v) any Master Servicer
Prepayment Interest Shortfall Amounts remitted by the Master Servicer to the Collection Account, and (vi) with respect to the Distribution
Date in March of each calendar


 






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year (or February if the final Distribution Date occurs in such month), the Withheld Amounts
deposited in the Interest Reserve Account by the Certificate Administrator in accordance with Section 3.05(e) of this Agreement;
but excluding the following (in no order of priority):


 


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


 


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


 


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


 


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


 


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


 


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



 






    	-18-



    	 



    

 


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


 


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


 


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


 


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


 


(k)          Excess
Interest.


 


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


 


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


 


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


 


To the extent that
the “yield rate” referred to in the immediately preceding paragraph to be provided by the Master Servicer is not
provided in the related Loan Documents, such “yield rate” shall be, when compounded monthly, equivalent to the
yield, on


 






    	-19-



    	 



    

 


the
U.S. Treasury primary issue with a maturity date closest to the Maturity Date or Anticipated Repayment Date, as applicable, for
the prepaid Mortgage Loan. In the event that there are: (a) two or more U.S. Treasury issues with the same coupon the issue
with the lower yield shall be selected and (b) two or more U.S. Treasury issues with maturity dates equally close to the Maturity
Date or Anticipated Repayment Date, as applicable, for such prepaid Mortgage Loan, the issue with the earlier maturity date shall
be selected.


 


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


 


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


 


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


 


“Borrower”:
With respect to any Mortgage Loan, Companion Loan or Serviced Loan Combination, any obligor or obligors on any related Note or
Notes, including in connection with a Mortgage Loan, Companion Loan or Serviced Loan Combination that utilizes an indemnity deed
of trust (“IDOT”) structure, the Borrower and the Mortgaged Property owner / payment guarantor / mortgagor,
individually and collectively, as the context may require.


 


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


 


“Borrower Party”:
(i) A Borrower, a mortgagor, a manager of a Mortgaged Property or any Affiliate thereof, (ii) solely with respect to the 10 largest
Mortgage Loans based on principal balance as of the Cut-off Date, (A) any Person that owns, directly or indirectly, 25% or more
of a Borrower, a mortgagor or a manager of a Mortgaged Property or (B) any Person that owns, directly or indirectly, 25% or more
of the beneficial interest in any mezzanine lender of any mezzanine loan related to a Mortgage Loan that has accelerated such mezzanine
loan as set forth in clause (iii) or (iii) any mezzanine lendger (or an Affiliate thereof) of any mezzanine loan related to a Mortgage
Loan that has accelerated such mezzanine loan (unless (a) acceleration was automatic under such mezzanine loan, (b) the event directly
giving rise to the automatic acceleration under such mezzanine loan was not initiated by such mezzanine lender or an Affiliate
of such mezzanine lender and (c) such mezzanine lender is


 






    	-20-



    	 



    

 


stayed from exercising and has not commenced the exercise of remedies
associated with foreclosure of the equity collateral under such mezzanine loan) or commenced foreclosure proceedings against the
equity interests in the Borrower(s) of such Mortgage Loan.


 


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


 


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


 



“Calculation
Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest
payment on the Mortgage Loan or Serviced Companion Loan or sale of a Defaulted Mortgage Loan, the highest of (1) the rate determined
by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Borrowers
on similar non-defaulted debt of the Borrowers as of such date of determination, (2) the applicable Mortgage Rate and (3) the
yield on 10-year U.S. treasuries as of such date of determination and (ii) for all other cash flows, including property cash
flow, the “discount rate” set forth in the most recent related Appraisal (or Updated Appraisal).


 


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


 


“Cash Collateral
Account Agreement”: With respect to any Mortgage Loan or Serviced Loan Combination, the cash collateral account agreement,
if any, between the related Originator and the related Borrower, pursuant to which the related Cash Collateral Account, if any,
may have been established.


 






    	-21-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)          except
as provided in clauses (b) and (d), solely for the purpose of giving any consent or taking any action pursuant to this Agreement,
any Certificate registered in the name of the Depositor, the Master Servicer, the Special Servicer, any Excluded Special Servicer,
the Certificate Administrator, the Trustee (in its individual capacity) or any Borrower Party (which determination shall be based
upon such party’s


 






    	-22-



    	 



    

 


representations in an Investor Certification submitted by such party, upon which the Certificate Registrar
shall be entitled to conclusively rely) shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall
not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent
or take any such action has been obtained;


 


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


 


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


 


(d)          for
the purpose of exercising its rights as a member of the Controlling Class or as the Directing Holder, if applicable, any Certificate
beneficially owned by the Master Servicer, the Special Servicer or an Affiliate thereof will be deemed outstanding (provided,
that any Controlling Class Certificate owned by an Excluded Controlling Class Holder will not be deemed to be outstanding solely
with respect to any related Excluded Controlling Class Mortgage Loan; and provided, further, that any Controlling
Class Certificate owned by the Special Servicer or an affiliate thereof will not be deemed to be outstanding solely with respect
to any related Excluded Special Servicer Mortgage Loan); and


 


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


 






    	-23-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 





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


 


“Class A-1
Pass-Through Rate”: A per annum rate equal to 1.811%.


 


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


 


“Class A-2
Pass-Through Rate”: A per annum rate equal to 3.221%.


 


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


 


“Class A-3
Pass-Through Rate”: A per annum rate equal to 3.521%.


 


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


 


“Class A-4
Pass-Through Rate”: A per annum rate equal to 3.774%.


 






    	-24-



    	 



    

 


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


 


“Class A-M
Pass-Through Rate”: A per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage Pass-Through
Rate, and (ii) 4.158%.


 


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


 


“Class A-SB
Pass-Through Rate”: A per annum rate equal to 3.598%.


 


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


 


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


 


“Class B
Pass-Through Rate”: A per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage Pass-Through
Rate, and (ii) 4.459%.


 


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


 


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


 


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


 


“Class D
Pass-Through Rate”: A per annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate, minus 1.000%.


 


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


 






    	-25-



    	 



    

 


“Class E
Pass-Through Rate”: A per annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate, minus 1.000%.


 


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


 


“Class F
Pass-Through Rate”: A per annum rate equal to 3.250%.


 


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


 


“Class G
Pass-Through Rate”: A per annum rate equal to 3.250%.


 


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


 


“Class H
Pass-Through Rate”: A per annum rate equal to 3.250%.


 


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


 


“Class J
Pass-Through Rate”: A per annum rate equal to 3.250%.


 


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


 


“Class LA-1-1
Interest,” “Class LA-1-2 Interest,” “Class LA-1-3 Interest,” “Class LA-1-4
Interest,” “Class LA-1-5 Interest,” “Class LA-1-6 Interest,” “Class LA-1-7
Interest,” “Class LA-2-1 Interest,” “Class LA-2-2 Interest,” “Class LA-2-3
Interest,” “Class LA-2-4 Interest,” “Class LA-2-5 Interest,” “Class LA-2-6
Interest,” “Class LA-2-7 Interest,” “Class LA-2-8 Interest,” “Class LA-2-9
Interest,” “Class LA-2-10 Interest,” “Class LA-2-11 Interest,” “Class
LA-2-12 Interest,” “Class LA-2-13 Interest,” “Class LA-2-14 Interest,” “Class
LA-2-15 Interest,” “Class LA-2-16 Interest,” “Class LA-2-17 Interest,” “Class
LA-2-18 Interest,” “Class LA-2-19 Interest,” “Class LA-SB-1 Interest,” “Class LA-SB-2
Interest,” “Class LA-SB-3 Interest,” “Class LA-SB-4 Interest,” “Class LA-SB-5
Interest,” “Class LA-SB-6 Interest,” “Class LA-SB-7 Interest,” “Class LA-SB-8
Interest,” “Class LA-SB-9 Interest,” “Class LA-SB-10 Interest,”
“Class LA-SB-11 Interest,” “Class LA-SB-12 Interest,”


 






    	-26-



    	 



    

 


“Class LA-SB-13
Interest,” “Class LA-SB-14 Interest,” “Class LA-SB-15 Interest,”
“Class LA-SB-16 Interest,” “Class LA-SB-17 Interest,”
“Class LA-SB-18 Interest,” “Class LA-SB-19 Interest,”
“Class LA-SB-20 Interest,” “Class LA-SB-21 Interest,”
“Class LA-SB-22 Interest,” “Class LA-SB-23 Interest,”
“Class LA-SB-24 Interest,” “Class LA-SB-25 Interest,”
“Class LA-SB-26 Interest,” “Class LA-SB-27 Interest,”
“Class LA-SB-28 Interest,” “Class LA-SB-29 Interest,”
“Class LA-SB-30 Interest,” “Class LA-SB-31 Interest,”
“Class LA-SB-32 Interest,” “Class LA-SB-33 Interest,”
“Class LA-SB-34 Interest,” “Class LA-SB-35 Interest,”
“Class LA-SB-36 Interest,” “Class LA-SB-37 Interest,”
“Class LA-SB-38 Interest,” “Class LA-SB-39 Interest,”
“Class LA-SB-40 Interest,” “Class LA-SB-41 Interest,”
“Class LA-SB-42 Interest,” “Class LA-SB-43 Interest,”
“Class LA-SB-44 Interest,” “Class LA-SB-45 Interest,”
“Class LA-SB-46 Interest,” “Class LA-SB-47 Interest,”
“Class LA-SB-48 Interest,” “Class LA-SB-49 Interest,”
“Class LA-SB-50 Interest,” “Class LA-SB-51 Interest,”
“Class LA-SB-52 Interest,” “Class LA-SB-53 Interest,”
“Class LA-SB-54 Interest,” “Class LA-3-1 Interest,”
“Class LA-3-2 Interest,” “Class LA-3-3 Interest,”
“Class LA-4-1 Interest,” “Class LA-4-2 Interest,” “Class LA-4-3
Interest,” “Class LA-4-4 Interest,” “Class LA-4-5 Interest,”
“Class LA-4-6 Interest,” “Class LA-4-7 Interest,” “Class LA-4-8
Interest,” “Class LA-4-9 Interest,” “Class LA-4-10 Interest,”
“Class LA-4-11 Interest,” “Class LA-4-12 Interest,”
“Class LA-4-13 Interest,” “Class LA-4-14 Interest,”
“Class LA-4-15 Interest,” “Class LA-4-16 Interest,”
“Class LA-4-17 Interest,” “Class LA-4-18 Interest,”
“Class LA-4-19 Interest,” “Class LA-4-20 Interest,”
“Class LA-4-21 Interest,” “Class LA-4-22 Interest,”
“Class LA-4-23 Interest,” “Class LA-4-24 Interest,”
“Class LA-4-25 Interest,” “Class LA-4-26 Interest,”
“Class LA-4-27 Interest,” “Class LA-4-28 Interest,”
“Class LA-4-29 Interest,” “Class LA-4-30 Interest,”
“Class LA-4-31 Interest,” “Class LA-4-32 Interest,”
“Class LA-4-33 Interest,” “Class LA-4-34 Interest,”
“Class LA-4-35 Interest,” “Class LA-4-36 Interest,”
“Class LA-4-37 Interest,” “Class LA-4-38 Interest,”
“Class LA-4-39 Interest,” “Class LA-4-40 Interest,”
“Class LA-4-41 Interest,” “Class LA-4-42 Interest,”
“Class LA-4-43 Interest,” “Class LA-4-44 Interest,”
“Class LA-4-45 Interest,” “Class LA-4-46 Interest,”
“Class LA-4-47 Interest,” “Class LA-4-48 Interest,”
“Class LA-4-49 Interest,” “Class LA-4-50 Interest,”
“Class LA-4-51 Interest,” “Class LA-4-52 Interest,”
“Class LA-4-53 Interest,” “Class LA-4-54 Interest,”
“Class LA-4-55 Interest,” “Class LA-4-56 Interest,”
“Class LA-4-57 Interest,” “Class LA-4-58 Interest,”
“Class LA-4-59 Interest,” “Class LA-4-60 Interest,”
“Class LA-4-61 Interest,” “Class LA-4-62 Interest,”
“Class LA-4-63 Interest,” “Class LA-4-64 Interest,”
“Class LA-4-65 Interest,” “Class LA-4-66 Interest,”
“Class LA-4-67 Interest,” “Class LA-4-68 Interest,”
“Class LA-4-69 Interest,” “Class LA-4-70 Interest,”
“Class LA-4-71 Interest,” “Class LA-4-72 Interest,”
“Class LA-4-73 Interest,” “Class LA-4-74 Interest,”
“Class LA-4-75 Interest,” “Class LA-4-76 Interest,”
“Class LA-4-77 Interest,” “Class LA-4-78 Interest,”
“Class LA-4-79 Interest,” “Class LA-4-80 Interest,”
“Class LA-4-81 Interest,” “Class LA-4-82 Interest,” “Class LA-M-1
Interest,” “Class LA-M-2 Interest,” “Class LA-M-3 Interest,” “Class
LA-M-4 Interest,” “Class LB Interest,” “Class LC
Interest,” “Class LD Interest,” “Class LE Interest,” “Class LF
Interest”, “Class LG Interest”, Class LH Interest” and “Class LJ
Interest”: Each, a regular interest in the Lower-Tier REMIC entitled to monthly distributions payable thereto
pursuant to Section 4.01 of this Agreement.


 


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


 






    	-27-



    	 



    

 


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


 


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


 


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


 


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


 


“Class V
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(k), which shall be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders
of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class V Distribution Account,” and
which must be an Eligible Account or a sub-account of an Eligible Account. The Class V Distribution Account shall not
be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-28-



    	 



    

 


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


 


“Class XP-A
Component Crossover Date”: With respect to each Class XP-A Component, the related Class XP-A Crossover Date
as set forth in the Preliminary Statement.


 





“Class
XP-A Components”: Each of Component XA-1-1, Component XA-1-2, Component XA-1-3, Component XA-1-4, Component XA-1-5,
Component XA-1-6, Component XA-1-7, Component XA-2-1, Component XA-2-2, Component XA-2-3, Component XA-2-4, Component XA-2-5,
Component XA-2-6, Component XA-2-7, Component XA-2-8, Component XA-2-9, Component XA-2-10, Component XA-2-11, Component XA-2-12,
Component XA-2-13, Component XA-2-14, Component XA-2-15, Component XA-2-16, Component XA-2-17, Component XA-2-18, Component XA-2-19,
Component XA-SB-1, Component XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component XA-SB-7,
Component XA-SB-8, Component XA-SB-9, Component XA-SB-10, Component XA-SB-11, Component XA-SB-12, Component XA-SB-13, Component
XA-SB-14, Component XA-SB-15, Component XA-SB-16, Component XA-SB-17, Component XA-SB-18, Component XA-SB-19, Component XA-SB-20,
Component XA-SB-21, Component XA-SB-22, Component XA-SB-23, Component XA-SB-24, Component XA-SB-25, Component XA-SB-26, Component
XA-SB-27, Component XA-SB-28, Component XA-SB-29, Component XA-SB-30, Component XA-SB-31, Component XA-SB-32, Component XA-SB-33,
Component XA-SB-34, Component XA-SB-35, Component XA-SB-36, Component XA-SB-37, Component XA-SB-38, Component XA-SB-39, Component
XA-SB-40, Component XA-SB-41, Component XA-SB-42, Component XA-SB-43, Component XA-SB-44, Component XA-SB-45, Component XA-SB-46,
Component XA-SB-47, Component XA-SB-48, Component XA-SB-49, Component XA-SB-50, Component XA-SB-51, Component XA-SB-52, Component
XA-SB-53, Component XA-SB-54, Component XA-3-1, Component XA-3-2, Component XA-3-3, Component XA-4-1, Component XA-4-2, Component
XA-4-3, Component XA-4-4, Component XA-4-5, Component XA-4-6, Component XA-4-7, Component XA-4-8, Component XA-4-9, Component
XA-4-10, Component XA-4-11, Component XA-4-12, Component XA-4-13, Component XA-4-14, Component XA-4-15, Component XA-4-16, Component
XA-4-17, Component XA-4-18, Component XA-4-19, Component XA-4-20 Component XA-4-21, Component XA-4-22, Component XA-4-23, Component
XA-4-24, Component XA-4-25, Component XA-4-26, Component XA-4-27, Component XA-4-28, Component XA-4-29, Component XA-4-30, Component
XA-4-31, Component XA-4-32, Component XA-4-33, Component XA-4-34, Component XA-4-35, Component XA-4-36, Component XA-4-37, Component
XA-4-38, Component XA-4-39, Component XA-4-40, Component XA-4-41, Component XA-4-42, Component XA-4-43, Component XA-4-44, Component
XA-4-45, Component XA-4-46, Component XA-4-47, Component XA-4-48, Component XA-4-49, Component XA-4-50, Component XA-4-51, Component
XA-4-52, Component XA-4-53, Component XA-4-54, Component XA-4-55, Component XA-4-56, Component XA-4-57, Component XA-4-58, Component
XA-4-59, Component XA-4-60, Component XA-4-61, Component XA-4-62, Component XA-4-63, Component XA-4-64, Component XA-4-65, Component
XA-4-66, Component XA-4-67, Component XA-4-68, Component XA-4-69, Component XA-4-70, Component XA-4-71, Component XA-4-72, Component
XA-4-73, Component XA-4-74, Component XA-4-75, Component XA-4-76, Component XA-4-77,


 






    	-29-



    	 



    

 


Component XA-4-78, Component
XA-4-79, Component XA-4-80, Component XA-4-81, Component XA-4-82, Component XA-M-1, Component XA-M-2, Component XA-M-3 and Component
XA-M-4.


 


“Class XP-A
Notional Amount”: As of any date of determination, the sum of the then Component Notional Amounts of the Class XP-A Components,
excluding the Class XP-A Components for which the Class XP-A Crossover Date has previously passed.


 


“Class XP-A
Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class XP-A Strip Rates for the
respective Class XP-A Components for such Distribution Date, weighted on the basis of the respective Class X Component Notional
Amounts of such Components outstanding immediately prior to such Distribution Date. The Class XP-A Pass-Through Rate for the initial
Distribution Date is 0.9088% per annum.


 


“Class XP-A
Reference Rate”: For any Distribution Date, the rate per annum corresponding to such Distribution Date on Schedule
IX to this Agreement.


 


“Class XP-A
Strip Rate”: With respect to each of the Class XP-A Components (A) for any Distribution Date occurring on or before
the related Class XP-A Component Crossover Date, the excess, if any, of (i) the lesser of (a) the Class XP-A Reference Rate for
such Distribution Date set forth on Schedule IX to this Agreement and (b) the Weighted Average Net Mortgage Pass-Through
Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates, and (B) for any Distribution
Date occurring after the related Class XP-A Component Crossover Date, zero. In no event will any Class XP-A Strip Rate be less
than zero.


 


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


 


“Class
XS-A Components”: Each of Component XA-1-1, Component XA-1-2, Component XA-1-3, Component XA-1-4, Component XA-1-5,
Component XA-1-6, Component XA-1-7, Component XA-2-1, Component XA-2-2, Component XA-2-3, Component XA-2-4, Component XA-2-5,
Component XA-2-6, Component XA-2-7, Component XA-2-8, Component XA-2-9, Component XA-2-10, Component XA-2-11, Component XA-2-12,
Component XA-2-13, Component XA-2-14, Component XA-2-15, Component XA-2-16, Component XA-2-17, Component XA-2-18, Component XA-2-19,
Component XA-SB-1, Component XA-SB-2, Component XA-SB-3, Component XA-SB-4, Component XA-SB-5, Component XA-SB-6, Component XA-SB-7,
Component XA-SB-8, Component XA-SB-9, Component XA-SB-10, Component XA-SB-11, Component XA-SB-12, Component XA-SB-13, Component
XA-SB-14, Component XA-SB-15, Component XA-SB-16, Component XA-SB-17, Component XA-SB-18, Component XA-SB-19, Component XA-SB-20,
Component XA-SB-21, Component XA-SB-22, Component XA-SB-23, Component XA-SB-24, Component XA-SB-25, Component XA-SB-26, Component
XA-SB-27, Component XA-SB-28, Component XA-SB-29, Component XA-SB-30, Component XA-SB-


 



    	-30-



    	 



    




 








31,
Component XA-SB-32, Component XA-SB-33, Component XA-SB-34, Component XA-SB-35, Component XA-SB-36, Component XA-SB-37, Component
XA-SB-38, Component XA-SB-39, Component XA-SB-40, Component XA-SB-41, Component XA-SB-42, Component XA-SB-43, Component XA-SB-44,
Component XA-SB-45, Component XA-SB-46, Component XA-SB-47, Component XA-SB-48, Component XA-SB-49, Component XA-SB-50, Component
XA-SB-51, Component XA-SB-52, Component XA-SB-53, Component XA-SB-54, Component XA-3-1, Component XA-3-2, Component XA-3-3, Component
XA-4-1, Component XA-4-2, Component XA-4-3, Component XA-4-4, Component XA-4-5, Component XA-4-6, Component XA-4-7, Component
XA-4-8, Component XA-4-9, Component XA-4-10, Component XA-4-11, Component XA-4-12, Component XA-4-13, Component XA-4-14, Component
XA-4-15, Component XA-4-16, Component XA-4-17, Component XA-4-18, Component XA-4-19, Component XA-4-20 Component XA-4-21, Component
XA-4-22, Component XA-4-23, Component XA-4-24, Component XA-4-25, Component XA-4-26, Component XA-4-27, Component XA-4-28, Component
XA-4-29, Component XA-4-30, Component XA-4-31, Component XA-4-32, Component XA-4-33, Component XA-4-34, Component XA-4-35, Component
XA-4-36, Component XA-4-37, Component XA-4-38, Component XA-4-39, Component XA-4-40, Component XA-4-41, Component XA-4-42, Component
XA-4-43, Component XA-4-44, Component XA-4-45, Component XA-4-46, Component XA-4-47, Component XA-4-48, Component XA-4-49, Component
XA-4-50, Component XA-4-51, Component XA-4-52, Component XA-4-53, Component XA-4-54, Component XA-4-55, Component XA-4-56, Component
XA-4-57, Component XA-4-58, Component XA-4-59, Component XA-4-60, Component XA-4-61, Component XA-4-62, Component XA-4-63, Component
XA-4-64, Component XA-4-65, Component XA-4-66, Component XA-4-67, Component XA-4-68, Component XA-4-69, Component XA-4-70, Component
XA-4-71, Component XA-4-72, Component XA-4-73, Component XA-4-74, Component XA-4-75, Component XA-4-76, Component XA-4-77, Component
XA-4-78, Component XA-4-79, Component XA-4-80, Component XA-4-81, Component XA-4-82, Component XA-M-1, Component XA-M-2, Component
XA-M-3 and Component XA-M-4.



 


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


 


“Class XS-A
Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class XS-A Strip Rates for
the respective Class XS-A Components for such Distribution Date, weighted on the basis of the respective Class X Component
Notional Amounts of such Components outstanding immediately prior to such Distribution Date. The Class XS-A Pass-Through Rate
for the initial Distribution Date is 0.2501% per annum.


 


“Class XS-A
Strip Rate”: With respect to each of the Class XS-A Components (A) if any portion of the related Class X Component Notional
Amount of such Class XS-A Component is also included in the related Class X Component Notional Amount of a Class XP-A Component
for any Distribution Date occurring on or before the related Class XP-A Component Crossover Date, the excess, if any, of (i) the
Weighted Average Net Mortgage Pass-Through Rate for such Distribution Date, over (ii) the greater of (1) the Class XP-A Reference
Rate for such Distribution Date set forth on Schedule IX to this Agreement and (2)


 






    	-31-



    	 



    

 


the Pass-Through Rate for such Distribution
Date for the related Class of Certificates, or (B)(Y) if any portion of the related Class X Component Notional Amount of such Class
XS-A Component is not included in the related Class X Component Notional Amount of a Class XP-A Component for any Distribution
Date occurring on or before the related Class XP-A Component Crossover Date or (Z) for any Distribution Date occurring after the
related Class XP-A Component Crossover Date, the excess, if any, of (i) the Weighted Average Net Mortgage Pass-Through Rate for
such Distribution Date, over (b) the Pass-Through Rate for such Distribution Date for the related Class of Certificates. In no
event will any Class XS-A Strip Rate be less than zero.


 


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


 


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


 


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


 


“Class X-B
Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-B Strip Rates for
the respective Class X-B Components for such Distribution Date, weighted on the basis of the respective Class X Component
Notional Amounts of such Components outstanding immediately prior to such Distribution Date. The Class X-B Pass-Through Rate
for the initial Distribution Date is 0.1018% per annum.


 


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


 


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


 


“Class X-C
Component”: Each of the Component XD and Component XE.


 


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


 


“Class X-C
Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-C Strip Rates for
the respective Class X-C Components for such Distribution Date, weighted on the basis of the respective Class X Component
Notional Amounts of such Components outstanding immediately prior to such Distribution Date. The Class X-C Pass-Through Rate
for the initial Distribution Date is 1.0000% per annum.


 






    	-32-



    	 



    

 


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


 


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


 


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


 


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


 


“Class X-D
Pass-Through Rate”: With respect to any Distribution Date, the Class X-D Strip Rate for the Class X-D Component
for such Distribution Date. The Class X-D Pass-Through Rate for the initial Distribution Date is 1.3961% per annum.


 


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


 


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


 


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


 


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


 


“Class X-E
Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-E Strip Rates for
the respective Class X-E Components for such Distribution Date, weighted on the basis of the respective Class X Component
Notional Amounts of such Components outstanding immediately prior to such Distribution Date. The Class X-E Pass-Through
Rate for the initial Distribution Date is 1.3961% per annum.


 


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


 


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


 






    	-33-



    	 



    

 


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


 


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


 


“Class X-F
Pass-Through Rate”: With respect to any Distribution Date, the Class X-F Strip Rate for the Class X-F Component
for such Distribution Date. The Class X-F Pass-Through Rate for the initial Distribution Date is 1.3961% per annum.


 


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


 


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


 


“Closing Date”:
November 17, 2015.


 


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


 


“Collection
Account”: The trust account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a)
of this Agreement, which shall be entitled “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Collection Account” and which must be an Eligible Account.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


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


 


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


 


“Component XA-1-1”:
One of the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-1-1 Interest as of any date of determination.


 






    	-34-



    	 



    

 


“Component XA-1-2”:
One of the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-1-2 Interest as of any date of determination.


 


“Component XA-1-3”:
One of the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-1-3 Interest as of any date of determination.


 


“Component XA-1-4”:
One of the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-1-4 Interest as of any date of determination.


 


“Component XA-1-5”:
One of the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-1-5 Interest as of any date of determination.


 


“Component XA-1-6”:
One of the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-1-6 Interest as of any date of determination.


 


“Component XA-1-7”:
One of the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-1-7 Interest as of any date of determination.


 


“Component XA-2-1”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-1 Interest as of any date of determination.


 


“Component XA-2-2”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-2 Interest as of any date of determination.


 


“Component XA-2-3”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-3 Interest as of any date of determination.


 


“Component XA-2-4”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal


 






    	-35-



    	 



    

 


to the then current Lower-Tier Principal Balance of the Class LA-2-4 Interest as of any date of determination.


 


“Component XA-2-5”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-5 Interest as of any date of determination.


 


“Component XA-2-6”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-6 Interest as of any date of determination.


 


“Component XA-2-7”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-7 Interest as of any date of determination.


 


“Component XA-2-8”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-8 Interest as of any date of determination.


 


“Component XA-2-9”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-9 Interest as of any date of determination.


 


“Component XA-2-10”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-10 Interest as of any date of determination.


 


“Component XA-2-11”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-11 Interest as of any date of determination.


 


“Component XA-2-12”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-12 Interest as of any date of determination.


 


“Component XA-2-13”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-13 Interest as of any date of determination.


 






    	-36-



    	 



    

 


“Component XA-2-14”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-14 Interest as of any date of determination.


 


“Component XA-2-15”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-15 Interest as of any date of determination.


 


“Component XA-2-16”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-16 Interest as of any date of determination.


 


“Component XA-2-17”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-17 Interest as of any date of determination.


 


“Component XA-2-18”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-18 Interest as of any date of determination.


 


“Component XA-2-19”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-2-19 Interest as of any date of determination.


 


“Component XA-SB-1”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-1 Interest as of any date of determination.


 


“Component XA-SB-2”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-2 Interest as of any date of determination.


 


“Component XA-SB-3”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-3 Interest as of any date of determination.


 


“Component XA-SB-4”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal


 






    	-37-



    	 



    

 


to the then current Lower-Tier Principal Balance of the Class LA-SB-4 Interest as of any date of determination.


 


“Component XA-SB-5”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-5 Interest as of any date of determination.


 


“Component XA-SB-6”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-6 Interest as of any date of determination.


 


“Component XA-SB-7”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-7 Interest as of any date of determination.


 


“Component XA-SB-8”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-8 Interest as of any date of determination.


 


“Component XA-SB-9”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-9 Interest as of any date of determination.


 


“Component XA-SB-10”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-10 Interest as of any date of determination.


 


“Component XA-SB-11”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-11 Interest as of any date of determination.


 


“Component XA-SB-12”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-12 Interest as of any date of determination.


 


“Component XA-SB-13”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-13 Interest as of any date of determination.


 






    	-38-



    	 



    

 


“Component XA-SB-14”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-14 Interest as of any date of determination.


 


“Component XA-SB-15”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-15 Interest as of any date of determination.


 


“Component XA-SB-16”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-16 Interest as of any date of determination.


 


“Component XA-SB-17”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-17 Interest as of any date of determination.


 


“Component XA-SB-18”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-18 Interest as of any date of determination.


 


“Component XA-SB-19”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-19 Interest as of any date of determination.


 


“Component XA-SB-20”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-20 Interest as of any date of determination.


 


“Component XA-SB-21”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-21 Interest as of any date of determination.


 


“Component XA-SB-22”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the
then current Lower-Tier Principal Balance of the Class LA-SB-22 Interest as of any date of determination.


 


“Component XA-SB-23”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal


 






    	-39-



    	 



    

 


to the then current Lower-Tier Principal Balance of the Class LA-SB-23 Interest as of any date of determination.


 


“Component XA-SB-24”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-24 Interest as of any date of determination.


 


“Component XA-SB-25”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-25 Interest as of any date of determination.


 


“Component XA-SB-26”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-26 Interest as of any date of determination.


 


“Component XA-SB-27”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-27 Interest as of any date of determination.


 


“Component XA-SB-28”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-28 Interest as of any date of determination.


 


“Component XA-SB-29”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-29 Interest as of any date of determination.


 


“Component XA-SB-30”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-30 Interest as of any date of determination.


 


“Component XA-SB-31”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-31 Interest as of any date of determination.


 


“Component XA-SB-32”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-32 Interest as of any date of determination.


 






    	-40-



    	 



    

 


“Component XA-SB-33”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-33 Interest as of any date of determination.


 


“Component XA-SB-34”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-34 Interest as of any date of determination.


 


“Component XA-SB-35”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-35 Interest as of any date of determination.


 


“Component XA-SB-36”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-36 Interest as of any date of determination.


 


“Component XA-SB-37”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-37 Interest as of any date of determination.


 


“Component XA-SB-38”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-38 Interest as of any date of determination.


 


“Component XA-SB-39”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-39 Interest as of any date of determination.


 


“Component XA-SB-40”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-40 Interest as of any date of determination.


 


“Component XA-SB-41”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-41 Interest as of any date of determination.


 


“Component XA-SB-42”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal


 






    	-41-



    	 



    

 


to the then current Lower-Tier Principal Balance of the Class LA-SB-42 Interest as of any date of determination.


 


“Component XA-SB-43”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-43 Interest as of any date of determination.


 


“Component XA-SB-44”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-44 Interest as of any date of determination.


 


“Component XA-SB-45”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-45 Interest as of any date of determination.


 


“Component XA-SB-46”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-46 Interest as of any date of determination.


 


“Component XA-SB-47”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-47 Interest as of any date of determination.


 


“Component XA-SB-48”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-48 Interest as of any date of determination.


 


“Component XA-SB-49”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-49 Interest as of any date of determination.


 



“Component XA-SB-50”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-50 Interest as of any date of determination.


 


“Component XA-SB-51”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-51 Interest as of any date of determination.


 






    	-42-



    	 



    

 


“Component XA-SB-52”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-52 Interest as of any date of determination.


 


“Component XA-SB-53”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-53 Interest as of any date of determination.


 


“Component XA-SB-54”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-SB-54 Interest as of any date of determination.


 


“Component XA-3-1”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-3-1 Interest as of any date of determination.


 


“Component XA-3-2”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-3-2 Interest as of any date of determination.


 


“Component XA-3-3”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-3-3 Interest as of any date of determination.


 


“Component XA-4-1”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-1 Interest as of any date of determination.


 


“Component XA-4-2”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-2 Interest as of any date of determination.


 


“Component XA-4-3”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-3 Interest as of any date of determination.


 


“Component XA-4-4”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal


 






    	-43-



    	 



    

 


to the then current Lower-Tier Principal Balance of the Class LA-4-4 Interest as of any date of determination.


 


“Component XA-4-5”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-5 Interest as of any date of determination.


 


“Component XA-4-6”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-6 Interest as of any date of determination.


 


“Component XA-4-7”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-7 Interest as of any date of determination.


 


“Component XA-4-8”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-8 Interest as of any date of determination.


 


“Component XA-4-9”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-9 Interest as of any date of determination.


 


“Component XA-4-10”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-10 Interest as of any date of determination.


 


“Component XA-4-11”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-11 Interest as of any date of determination.


 



“Component XA-4-12”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-12 Interest as of any date of determination.


 


“Component XA-4-13”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-13 Interest as of any date of determination.


 






    	-44-



    	 



    

 


“Component XA-4-14”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-14 Interest as of any date of determination.


 


“Component XA-4-15”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-15 Interest as of any date of determination.


 


“Component XA-4-16”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-16 Interest as of any date of determination.


 


“Component XA-4-17”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-17 Interest as of any date of determination.


 


“Component XA-4-18”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-18 Interest as of any date of determination.


 


“Component XA-4-19”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-19 Interest as of any date of determination.


 


“Component XA-4-20”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-20 Interest as of any date of determination.


 


“Component XA-4-21”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-21 Interest as of any date of determination.


 


“Component XA-4-22”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-22 Interest as of any date of determination.


 


“Component XA-4-23”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal


 






    	-45-



    	 



    

 


to the then current Lower-Tier Principal Balance of the Class LA-4-23 Interest as of any date of determination.


 


“Component XA-4-24”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-24 Interest as of any date of determination.


 


“Component XA-4-25”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-25 Interest as of any date of determination.


 


“Component XA-4-26”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-26 Interest as of any date of determination.


 


“Component XA-4-27”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-27 Interest as of any date of determination.


 


“Component XA-4-28”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-28 Interest as of any date of determination.


 


“Component XA-4-29”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-29 Interest as of any date of determination.


 


“Component XA-4-30”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-30 Interest as of any date of determination.


 



“Component XA-4-31”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-31 Interest as of any date of determination.


 


“Component XA-4-32”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-32 Interest as of any date of determination.


 






    	-46-



    	 



    

 


“Component XA-4-33”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-33 Interest as of any date of determination.


 


“Component XA-4-34”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-34 Interest as of any date of determination.


 


“Component XA-4-35”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-35 Interest as of any date of determination.


 


“Component XA-4-36”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-36 Interest as of any date of determination.


 


“Component XA-4-37”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-37 Interest as of any date of determination.


 


“Component XA-4-38”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-38 Interest as of any date of determination.


 


“Component XA-4-39”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-39 Interest as of any date of determination.


 


“Component XA-4-40”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-40 Interest as of any date of determination.


 


“Component XA-4-41”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-41 Interest as of any date of determination.


 


“Component XA-4-42”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal


 






    	-47-



    	 



    

 


to the then current Lower-Tier Principal Balance of the Class LA-4-42 Interest as of any date of determination.


 


“Component XA-4-43”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-43 Interest as of any date of determination.


 


“Component XA-4-44”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-44 Interest as of any date of determination.


 


“Component XA-4-45”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-45 Interest as of any date of determination.


 


“Component XA-4-46”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-46 Interest as of any date of determination.


 


“Component XA-4-47”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-47 Interest as of any date of determination.


 


“Component XA-4-48”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-48 Interest as of any date of determination.


 


“Component XA-4-49”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-49 Interest as of any date of determination.


 


“Component XA-4-50”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-50 Interest as of any date of determination.


 


“Component XA-4-51”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-51 Interest as of any date of determination.


 






    	-48-



    	 



    

 


“Component XA-4-52”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-52 Interest as of any date of determination.


 


“Component XA-4-53”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-53 Interest as of any date of determination.


 


“Component XA-4-54”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-54 Interest as of any date of determination.


 


“Component XA-4-55”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-55 Interest as of any date of determination.


 


“Component XA-4-56”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-56 Interest as of any date of determination.


 


“Component XA-4-57”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-57 Interest as of any date of determination.


 


“Component XA-4-58”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-58 Interest as of any date of determination.


 


“Component XA-4-59”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-59 Interest as of any date of determination.


 


“Component XA-4-60”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-60 Interest as of any date of determination.


 


“Component XA-4-61”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal


 






    	-49-



    	 



    

 


to the then current Lower-Tier Principal Balance of the Class LA-4-61 Interest as of any date of determination.


 


“Component XA-4-62”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-62 Interest as of any date of determination.


 


“Component XA-4-63”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-63 Interest as of any date of determination.


 


“Component XA-4-64”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-64 Interest as of any date of determination.


 


“Component XA-4-65”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of Lower-Tier Regular Interest LA-4-65 as of any date of determination.


 


“Component XA-4-66”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-66 Interest as of any date of determination.


 


“Component XA-4-67”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-67 Interest as of any date of determination.


 


“Component XA-4-68”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-68 Interest as of any date of determination.


 


“Component XA-4-69”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-69 Interest as of any date of determination.


 


“Component XA-4-70”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-70 Interest as of any date of determination.


 






    	-50-



    	 



    

 


“Component XA-4-71”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-71 Interest as of any date of determination.


 


“Component XA-4-72”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-72 Interest as of any date of determination.


 


“Component XA-4-73”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-73 Interest as of any date of determination.


 


“Component XA-4-74”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-74 Interest as of any date of determination.


 


“Component XA-4-75”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-75 Interest as of any date of determination.


 


“Component XA-4-76”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-76 Interest as of any date of determination.


 


“Component XA-4-77”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-77 Interest as of any date of determination.


 


“Component XA-4-78”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-78 Interest as of any date of determination.


 


“Component XA-4-79”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-79 Interest as of any date of determination.


 


“Component XA-4-80”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal


 






    	-51-



    	 



    

 


to the then current Lower-Tier Principal Balance of the Class LA-4-80 Interest as of any date of determination.


 


“Component XA-4-81”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to
the then current Lower-Tier Principal Balance of the Class LA-4-81 Interest as of any date of determination.


 


“Component XA-4-82”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-4-82 Interest as of any date of determination.


 


“Component XA-M-1”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-M-1 Interest as of any date of determination.


 


“Component XA-M-2”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-M-2 Interest as of any date of determination.


 


“Component XA-M-3”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-M-3 Interest as of any date of determination.


 


“Component XA-M-4”:
One of the the 169 components of each of the Class XP-A and Class XS-A Certificates having a Class X Component Notional Amount
equal to the then current Lower-Tier Principal Balance of the Class LA-M-4 Interest as of any date of determination.


 


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


 


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


 


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


 


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


 






    	-52-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


“Consultation
Termination Event”: Shall occur under the following circumstances, with respect to each Mortgage Loan (other than Non-Serviced
Mortgage Loans, Servicing Shift Mortgage Loans and Excluded Mortgage Loans) and Serviced Loan Combination (other than Servicing
Shift Loan Combinations) at any date on which no Class of Control Eligible Certificates exists that has a Certificate Balance
that is at least equal to 25% of the initial Certificate Balance of that Class; provided that prior to the applicable Servicing
Shift Lead Note Securitization Date, no Consultation Termination Event may occur with respect to the Loan-Specific Directing
Holder related to the related Servicing Shift Loan Combination and the term “Consultation Termination Event” will
not be applicable to the Loan-Specific Directing Holder related to such Servicing Shift Loan Combination; provided further
that if at any time the Certificate Balances of the Sequential Pay Certificates (other than the Control Eligible Certificates)
have been reduced to zero as a result of the allocation of Principal Payments, then it will be deemed as if no Control Termination
Event or Consultation Termination Event has occurred and the Controlling Class Representative will be afforded all rights to which
it is entitled under this Agreement in such circumstance. With respect to Excluded Mortgage Loans, a Consultation Termination
Event will be deemed to exist.


 






    	-53-



    	 



    

 



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


 


“Control Termination
Event”: Shall occur under the following circumstances, with respect to each Mortgage Loan (other than Non-Serviced Mortgage
Loans, Servicing Shift Mortgage Loans and Excluded Mortgage Loans) and Serviced Loan Combination (other than Servicing Shift Loan
Combinations) at any date on which no Class of Control Eligible Certificates exists that has a Certificate Balance (as notionally
reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.08) that is at least equal to 25%
of the initial Certificate Balance of that Class; provided that prior to the applicable Servicing Shift Lead Note Securitization
Date, no Control Termination Event may occur with respect to the Loan-Specific Directing Holder related to the related Servicing
Shift Loan Combination and the term “Control Termination Event” will not be applicable to the Loan-Specific Directing
Holder related to such Servicing Shift Loan Combination; provided further that if at any time the Certificate Balances of
the Sequential Pay Certificates (other than the Control Eligible Certificates) have been reduced to zero as a result of the allocation
of Principal Payments, then it will be deemed as if no Control Termination Event has occurred and the Controlling Class Representative
will be afforded all rights to which it is entitled under this Agreement in such circumstance. With respect to Excluded Mortgage
Loans, a Control Termination Event will be deemed to exist.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class
in accordance with Section 4.08(a) of this Agreement) at least equal to 25% of the initial Certificate Balance of that Class
or if no Class of Control Eligible Certificates meets the preceding requirement, the most senior Class of Control Eligible Certificates;
provided that if at any time the Certificate Balances of the Sequential Pay Certificates (other than the Control Eligible Certificates)
have been reduced to zero as a result of the allocation of Principal Payments, then the Controlling Class will be the most subordinate
Class among the Control Eligible Certificates that has an aggregate Certificate Balance greater zero without regard to the application
of Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class. The Controlling Class as of the Closing
Date will be the Class J Certificates.


 


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


 


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


 






    	-54-



    	 



    

 


Certificate Registrar (and the Certificate Registrar’s notice
to the other parties to this Agreement) of such Controlling Class Certificateholder’s identity and contact
information.


 


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


 


“Controlling
Companion Loan”: With respect to any Servicing Shift Loan Combination, the related Pari Passu Companion Loan which upon
the securitization of such Pari Passu Companion Loan, servicing is expected to shift to the pooling and servicing agreement entered
into in connection with such securitization. As of the Closing Date, the 32 Avenue of the Americas Pari Passu Note A-1 will be
a Controlling Companion Loan related to the Trust.


 


“Corporate
Trust Office”: The offices of: (a) the Trustee, located at 1100 North Market Street, Wilmington, Delaware 19890,
Attention: CMBS Trustee – COMM 2015-LC23, or the principal trust office of any successor trustee qualified and
appointed pursuant to this Agreement; and (b) the Certificate Administrator, located at 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: Corporate Trust Services – COMM 2015-LC23, or, in


 






    	-55-



    	 



    

 


the case of any surrender, transfer or
exchange at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention: COMM
2015-LC23, or the principal trust office of any successor certificate administrator qualified and appointed pursuant to this
Agreement.


 


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


 


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


 


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


 


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


 


“CREFC®”:
Commercial Real Estate Finance Council®, formerly known as Commercial Mortgage Securities Association, or any association
or organization that is a successor thereto. If neither such association nor any successor remains in existence, “CREFC®”
shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers,
trustees, certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and whose
principal purpose is the establishment of industry standards for reporting transaction-specific information relating to commercial
mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties
underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association
or organization. If an organization or association described in one of the preceding sentences of this definition does not exist,
“CREFC®” shall be deemed to refer to such other association or organization as shall be selected by
the Master Servicer and reasonably acceptable to the Certificate Administrator, the Trustee, the Special Servicer and, if no Control
Termination Event has occurred and is continuing, the Directing Holder.


 


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


 


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


 






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


 


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


 


“CREFC®
Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format
substantially in the form of and containing the information called for therein for the Mortgage Loans or Serviced Loan Combinations,
or such other form for the presentation of such information as may be approved from time to time by the CREFC® for
commercial mortgage-backed securities transactions generally. In connection with preparing the CREFC® Comparative
Financial Status Report, the Master Servicer shall process (a) interim financial statements beginning with interim financial
statements for the fiscal quarter ending March 31, 2016, and (b) annual financial statements beginning with annual financial
statements for the 2015 fiscal year.


 


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


 


“CREFC®
Financial File”: The data file in the “CREFC® Financial File” format substantially in the
form of and containing the information called for therein for the Mortgage Loans or Serviced Loan Combinations, or such other form
for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage-backed
securities transactions generally. The initial data for this report shall be provided by each Mortgage Loan Seller.


 


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


 


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


 


“CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report”: The monthly report in the “Historical
Loan Modification and Corrected Mortgage Loan Report” format substantially in the form of and containing the information
called for therein for the Mortgage Loans or Serviced Loan Combinations, or such other form for the presentation


 






    	-57-



    	 



    

 


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


 


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


 


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


 


(a)          The
following seven electronic files: (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic
Update File, (iii) CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC®
Financial File, (vi) CREFC® Collateral Summary File and (vii) CREFC® Special Servicer Loan
File;


 


(b)          The
following eleven supplemental reports: (i) CREFC® Delinquent Loan Status Report, (ii) CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report, (iii) CREFC® REO Status Report, (iv) CREFC®
Operating Statement Analysis Report, (v) CREFC® Comparative Financial Status Report, (vi) CREFC®
Servicer Watch List, (vii) CREFC® Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment
Worksheet, (ix) CREFC® Advance Recovery Report, (x) CREFC® Total Loan Report and (xi) CREFC®
Reconciliation of Funds Report;


 


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


 


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


 


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


 


“CREFC® License
Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount per Interest Accrual Period equal
to the product of (i) the CREFC® License Fee Rate (adjusted to a monthly rate) multiplied
by (ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection
Period (without giving effect to payments of principal on such Mortgage Loan on such Due Date). Any payments of the
CREFC® License Fee shall be made to “CRE Finance Council” and delivered by wire transfer pursuant
to the following instructions (or such other instructions as may hereafter be furnished by CREFC® to the
Master Servicer in writing at least two Business Days prior to the Servicer Remittance Date):


 






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


Bank Name: JPM Morgan
Chase Bank, National Association


Bank Address: 80 Broadway,
New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


  


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Directly
Operate”: With respect to any Serviced REO Property, the furnishing or rendering of services to the tenants thereof
that are not customarily provided to tenants in connection with the rental of space for occupancy only within the meaning of
Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such Serviced REO Property, the holding of
such Serviced REO Property primarily for sale to customers in the ordinary course of a trade or business, or any use of such
Serviced REO Property in a trade or business conducted by the Trust Fund, or the performance of any construction work on the
Serviced REO Property other than through an Independent Contractor; provided that the Special Servicer, on behalf of
the Trust Fund, shall not be considered to Directly Operate a Serviced REO Property solely because the Special Servicer,
on behalf of the Trust Fund, establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and
insurance, or makes decisions as to repairs or capital expenditures with respect to such Serviced REO Property or takes other
actions consistent with Treasury Regulations Section l.856-4(b)(5)(ii).


 


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


 


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


 


“Disqualified
Non-U.S. Person”: With respect to a Class R or Class LR Certificate, (A) any Non-U.S. Person or
agent thereof other than (i) a Non-U.S. Person that holds the Class R or Class LR Certificate in connection
with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate
Registrar with an effective IRS Form W-8ECI (or applicable successor Form promulgated by the IRS for the purpose of providing
and certifying the information provided on Form W-8ECI as of the Closing Date) or (ii) a Non-U.S. Person that has
delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the
effect that the transfer of the Class R or Class LR Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of the Class R or


 






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Class LR Certificate will
not be disregarded for federal income tax purposes, (B) an entity treated as a domestic partnership for U.S. federal
income tax purposes, one or more of the direct or indirect beneficial owners (other than through a U.S. corporation) of which
is (or is permitted under the applicable partnership agreement to be) a Non-U.S. Person who is not described in
clause (A)(i) or (ii) or (C) a U.S. Person with respect to whom income on the Class R or
Class LR Certificate is attributable to a fixed base or foreign permanent establishment, within the meaning of an
applicable income tax treaty, of such transferee or any other U.S. Person.


 


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


 


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


 


“Distribution
Date”: For each Determination Date, the fourth Business Day following such Determination Date in each calendar month,
commencing in December 2015. The first Distribution Date shall be December 11, 2015.


 


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


 


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


 


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


 






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Mortgage Loan or Serviced Loan Combination after the Maturity Date therefor or any REO Loan, the day of the
month set forth in the related Note on which each Monthly Payment on such Mortgage Loan or Serviced Loan Combination had been
scheduled to be first due.


 


“Early Termination
Notice Date”: Any date as of which the aggregate Stated Principal Balance of the Mortgage Loans remaining in the Trust
is less than 1.0% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the Cut-off Date.


 


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


 


“Eligible Account”:
Any of:


 


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


 


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


 


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


 


(iv)          a
segregated trust account or accounts maintained with the trust department of a federal or state chartered depository institution
or trust company acting in its fiduciary capacity which institution or trust company (which, subject to the remainder of this clause
(iv), may include the Certificate Administrator or the Trustee) has a combined capital and surplus of at least $50,000,000 and
is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary funds on deposit
similar to Title 12 of the Code of Federal Regulations, Section 9.10(b) and the long term unsecured debt obligations of which are
rated at least “A2” by Moody’s,


 


(v)          such
other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable
clause, would be listed in clauses (i)-(iv) above, with respect to which a No Downgrade


 






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Confirmation has been obtained from each
Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account,
or


 


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


 


Eligible
Accounts may bear interest.


 


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


 


“Eligible Operating
Advisor”: An institution (i) that is the special servicer or operating advisor on a commercial mortgage-backed securities
transaction rated by DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P (including, in the case of Park Bridge Lender Services
LLC, this transaction) but has not been special servicer on a transaction for which DBRS, KBRA, Fitch, Moody’s, Morningstar
or S&P has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction
citing servicing concerns with the special servicer as the sole or material factor in such rating action, (ii) that can and
will make the representations and warranties set forth in Section 2.04(f) of this Agreement, (iii) that is not the Depositor,
the Master Servicer, the Special Servicer, a Sponsor, a Mortgage Loan Seller, the Controlling Class Representative, the Directing
Holder, an Other Depositor, Other Servicer or Other Special Servicer, or an Affiliate of the Depositor, the Master Servicer, the
Special Servicer, a Sponsor, a Mortgage Loan Seller, the Controlling Class Representative, the Directing Holder or an Other Depositor,
Other Servicer or Other Special Servicer, and (iv) that has not been paid by any Special Servicer or successor Special Servicer
any fees, compensation or other remuneration (x) in respect of its obligations under this Agreement or (y) for the appointment
or recommendation for replacement of a successor Special Servicer to become the Special Servicer.


 


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


 


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


 


“Equity Inns
Portfolio Loan Combination”: The Equity Inns Portfolio Companion Loans, together with the Equity Inns Portfolio Mortgage
Loan. References herein to the Equity Inns Portfolio Loan Combination shall be construed to refer to the aggregate


 






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indebtedness
under the Equity Inns Portfolio Pari Passu Note A-1, the Equity Inns Portfolio Pari Passu Note A-2 and the Equity Inns Portfolio
Pari Passu Note A-3.






 


“Equity Inns
Portfolio Mortgage Loan”: As defined in the Preliminary Statement.


 


“Equity Inns
Portfolio Companion Loans”: As defined in the Preliminary Statement.


 


“Equity Inns
Portfolio Pari Passu Note A-1-A”: The promissory note designated as Note A-1-A, which evidences a portion of the
Equity Inns Portfolio Loan Combination. The Equity Inns Portfolio Pari Passu Note A-1-A is included in the Trust Fund and is pari
passu in right of payment to the Equity Inns Portfolio Pari Passu Note A-1-B, the Equity Inns Portfolio Pari Passu Note A-2-A,
the Equity Inns Portfolio Pari Passu Note A-2-B, the Equity Inns Portfolio Pari Passu Note A-3, the Equity Inns Portfolio
Pari Passu Note A-4-A, the Equity Inns Portfolio Pari Passu Note A-4-B, the Equity Inns Portfolio Pari Passu Note A-5
and the Equity Inns Portfolio Pari Passu Note A-6, as set forth in the related Intercreditor Agreement. The Equity Inns Portfolio
Pari Passu Note A-1-A together with the Equity Inns Portfolio Pari Passu Note A-4-A is also the Equity Inns Portfolio Mortgage
Loan.


 


“Equity Inns
Portfolio Pari Passu Note A-1-B”: The promissory note designated as Note A-1-B, which evidences a portion of the
Equity Inns Portfolio Loan Combination. The Equity Inns Portfolio Pari Passu Note A-1-B is not included in the Trust Fund and is
pari passu in right of payment to the Equity Inns Portfolio Pari Passu Note A-1-A, the Equity Inns Portfolio Pari Passu
Note A-2-A, the Equity Inns Portfolio Pari Passu Note A-2-B, the Equity Inns Portfolio Pari Passu Note A-3, the
Equity Inns Portfolio Pari Passu Note A-4-A, the Equity Inns Portfolio Pari Passu Note A-4-B, the Equity Inns Portfolio
Pari Passu Note A-5 and the Equity Inns Portfolio Pari Passu Note A-6, as set forth in the related Intercreditor Agreement.
As of the Closing Date, the Equity Inn Portfolio Pari Passu Note A-1-B is held by Ladder.


 


“Equity Inns
Portfolio Pari Passu Note A-2-A”: The promissory note designated as Note A-2-A, which evidences a portion of the
Equity Inns Portfolio Loan Combination. The Equity Inns Portfolio Pari Passu Note A-2-A is not included in the Trust Fund and is
pari passu in right of payment to the Equity Inns Portfolio Pari Passu Note A-1-A, the Equity Inns Portfolio Pari Passu
Note A-1-B, the Equity Inns Portfolio Pari Passu Note A-2-B, the Equity Inns Portfolio Pari Passu Note A-3, the
Equity Inns Portfolio Pari Passu Note A-4-A, the Equity Inns Portfolio Pari Passu Note A-4-B, the Equity Inns Portfolio
Pari Passu Note A-5 and the Equity Inns Portfolio Pari Passu Note A-6, as set forth in the related Intercreditor Agreement.
As of the Closing Date, the Equity Inn Portfolio Pari Passu Note A-2-A is held by Ladder.


 


“Equity Inns
Portfolio Pari Passu Note A-2-B”: The promissory note designated as Note A-2-B, which evidences a portion of the
Equity Inns Portfolio Loan Combination. The Equity Inns Portfolio Pari Passu Note A-2-B is not included in the Trust Fund and is
pari passu in right of payment to the Equity Inns Portfolio Pari Passu Note A-1-A, the Equity Inns Portfolio Pari Passu
Note A-1-B, the Equity Inns Portfolio Pari Passu Note A-2-A, the Equity


 






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Inns Portfolio Pari Passu Note A-3, the
Equity Inns Portfolio Pari Passu Note A-4-A, the Equity Inns Portfolio Pari Passu Note A-4-B, the Equity Inns Portfolio
Pari Passu Note A-5 and the Equity Inns Portfolio Pari Passu Note A-6, as set forth in the related Intercreditor Agreement.
As of the Closing Date, the Equity Inn Portfolio Pari Passu Note A-2-B is held by Ladder.


 


“Equity
Inns Portfolio Pari Passu Note A-3”: The promissory note designated as Note A-3, which evidences a portion of
the Equity Inns Portfolio Loan Combination. The Equity Inns Portfolio Pari Passu Note A-3 is not included in the Trust Fund
and is pari passu in right of payment to the Equity Inns Portfolio Pari Passu Note A-1-A, the Equity Inns
Portfolio Pari Passu Note A-1-B, the Equity Inns Portfolio Pari Passu Note A-2-A, the Equity Inns Portfolio Pari
Passu Note A-2-B, the Equity Inns Portfolio Pari Passu Note A-4-A, the Equity Inns Portfolio Pari Passu
Note A-4-B, the Equity Inns Portfolio Pari Passu Note A-5 and the Equity Inns Portfolio Pari Passu Note A-6,
as set forth in the related Intercreditor Agreement. As of the Closing Date, the Equity Inn Portfolio Pari Passu Note A-3 is
held by Ladder.


 


“Equity Inns
Portfolio Pari Passu Note A-4-A”: The promissory note designated as Note A-4-A, which evidences a portion of the
Equity Inns Portfolio Loan Combination. The Equity Inns Portfolio Pari Passu Note A-4-A is included in the Trust Fund and is pari
passu in right of payment to the Equity Inns Portfolio Pari Passu Note A-1-A, the Equity Inns Portfolio Pari Passu Note A-1-B,
the Equity Inns Portfolio Pari Passu Note A-2-A, the Equity Inns Portfolio Pari Passu Note A-2-B, the Equity Inns Portfolio
Pari Passu Note A-3, the Equity Inns Portfolio Pari Passu Note A-4-B, the Equity Inns Portfolio Pari Passu Note A-5
and the Equity Inns Portfolio Pari Passu Note A-6, as set forth in the related Intercreditor Agreement. The Equity Inns Portfolio
Pari Passu Note A-4-A together with the Equity Inns Portfolio Pari Passu Note A-1-A is also the Equity Inns Portfolio Mortgage
Loan.


 


“Equity Inns
Portfolio Pari Passu Note A-4-B”: The promissory note designated as Note A-4-B, which evidences a portion of the
Equity Inns Portfolio Loan Combination. The Equity Inns Portfolio Pari Passu Note A-4-B is not included in the Trust Fund and is
pari passu in right of payment to the Equity Inns Portfolio Pari Passu Note A-1-A, the Equity Inns Portfolio Pari Passu
Note A-1-B, the Equity Inns Portfolio Pari Passu Note A-2-A, the Equity Inns Portfolio Pari Passu Note A-2-B, the
Equity Inns Portfolio Pari Passu Note A-3, the Equity Inns Portfolio Pari Passu Note A-4-A, the Equity Inns Portfolio
Pari Passu Note A-5 and the Equity Inns Portfolio Pari Passu Note A-6, as set forth in the related Intercreditor Agreement.
As of the Closing Date, the Equity Inn Portfolio Pari Passu Note A-4-B is held by GACC.


 


“Equity
Inns Portfolio Pari Passu Note A-5”: The promissory note designated as Note A-5, which evidences a portion of
the Equity Inns Portfolio Loan Combination. The Equity Inns Portfolio Pari Passu Note A-5 is not included in the Trust Fund
and is pari passu in right of payment to the Equity Inns Portfolio Pari Passu Note A-1-A, the Equity Inns
Portfolio Pari Passu Note A-1-B, the Equity Inns Portfolio Pari Passu Note A-2-A, the Equity Inns Portfolio Pari
Passu Note A-2-B, the Equity Inns Portfolio Pari Passu Note A-3, the Equity Inns Portfolio Pari Passu
Note A-4-A, the Equity Inns Portfolio Pari Passu Note A-4-B and the Equity Inns Portfolio Pari Passu Note A-6,
as set forth in the related Intercreditor


 






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Agreement. As of the Closing Date, the Equity Inn Portfolio Pari Passu Note A-5 is
held by GACC.


 


“Equity Inns
Portfolio Pari Passu Note A-6”: The promissory note designated as Note A-6, which evidences a portion of the Equity
Inns Portfolio Loan Combination. The Equity Inns Portfolio Pari Passu Note A-6 is not included in the Trust Fund and is pari
passu in right of payment to the Equity Inns Portfolio Pari Passu Note A-1-A, the Equity Inns Portfolio Pari Passu Note A-1-B,
the Equity Inns Portfolio Pari Passu Note A-2-A, the Equity Inns Portfolio Pari Passu Note A-2-B, the Equity Inns Portfolio
Pari Passu Note A-3, the Equity Inns Portfolio Pari Passu Note A-4-A, the Equity Inns Portfolio Pari Passu Note A-4-B
and the Equity Inns Portfolio Pari Passu Note A-5, as set forth in the related Intercreditor Agreement. As of the Closing
Date, the Equity Inn Portfolio Pari Passu Note A-6 is held by GACC.


 


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


 


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


 


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


 


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


 


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


 


“Excess Liquidation
Proceeds”: With respect to any Mortgage Loan (and with respect to any Non-Serviced Mortgage Loan only the pro rata share
of such proceeds allocated to the Trust pursuant to the terms of the related Intercreditor Agreement) or Serviced Companion Loan,
the excess of (i) Net Liquidation Proceeds of such Mortgage Loan, Serviced Companion Loan or related Serviced REO Property,
over (ii) the amount that would have been received if a principal payment and all other amounts due in full had been made
with respect to such Mortgage Loan or Serviced Companion Loan on the Due Date immediately following the date on which such proceeds
were received.


 


“Excess
Liquidation Proceeds Account”: The segregated non-interest bearing trust account or sub-account created and
maintained by the Certificate Administrator pursuant to Section 3.05(i) of this Agreement in trust for the
Certificateholders and, in the case of a


 






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Serviced Companion Loan, the Serviced Companion Loan Noteholders, which shall be
entitled “Wells Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust,
National Association, as Trustee, for the benefit of the Holders of COMM 2015-LC23 Mortgage Trust Commercial Mortgage
Pass-Through Certificates and, if applicable, Serviced Companion Loan Noteholders, Excess Liquidation Proceeds
Account.” The Excess Liquidation Proceeds Account must be an Eligible Account or a sub-account of an Eligible Account
and will be an asset of the Lower-Tier REMIC.


 


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


 


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


  


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


 


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


 


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


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Mortgage Loan, the Controlling Class Representative or
any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class
Mortgage Loan. Immediately upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class Holder”,
such Person shall provide notice in the form of Exhibit L-1E hereto to the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee and the Certificate Administrator, which such notice shall be delivered in accordance with Section 11.05
of this Agreement and shall specifically identify the Excluded Controlling Class Holder, the aggregate Certificate Balance of
the Controlling Class Certificates owned by such Excluded Controlling Class Holder and the subject Excluded Controlling Class 


 






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Mortgage
Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially
in the form of Exhibit L-1F hereto, which such notice shall provide each of the CTSLink User ID’s associated with
such Excluded Controlling Class Holder, and which such notice shall direct the Certificate Administrator to restrict such Excluded
Controlling Class Holder’s access to the Certificate Administrator’s Website as provided in this Agreement. As of
the Closing Date, there are no Excluded Controlling Class Holders related to the Trust.


 


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


 


“Excluded
Information”: With respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely
relating to such Excluded Controlling Class Mortgage Loan(s) and/or the related Mortgaged Properties, including, without
limitation, any Asset Status Reports, Final Asset Status Reports or summaries thereof, or any appraisals, inspection reports
(related to Specially Serviced Loans conducted by the Special Servicer or the Excluded Special Servicer), recoverability
officer’s certificates, the Operating Advisor Annual Reports (provided that the Special Servicer will be entitled to
receive and review any Operating Advisor Annual Report with respect to Specially Serviced Loans that it is servicing), any
determination of the Special Servicer’s net present value calculation, any appraisal reduction amount calculations,
environmental assessments, seismic reports and property condition reports and such other information and reports designated
as Excluded Information (other than such information with respect to such Excluded Controlling Class Mortgage Loan(s) that is
aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer, the Special Servicer and the
Operating Advisor, as the case may be. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File
relating to any Excluded Controlling Class Mortgage Loan) shall not be considered “Excluded Information”. Each of
the Master Servicer, the Special Servicer and the Operating Advisor shall deliver any Excluded Information to the Certificate
Administrator in accordance with Section 3.32 hereof. For the avoidance of doubt, the Certificate
Administrator’s obligation to segregate any information delivered to it under the “Excluded Information”
tab on the Certificate Administrator’s Website shall be triggered solely by such information being delivered in the
manner provided in Section 3.32 hereof.


 


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


 


“Excluded Special
Servicer”: With respect any Excluded Special Servicer Mortgage Loan, a special servicer that is not a Borrower Party
and satisfies all of the eligibility requirements applicable to the special servicer set forth in this Agreement. As of the Closing
Date, there are no Excluded Special Servicers related to the Trust.


 






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“Excluded Special
Servicer Mortgage Loan”: Any Mortgage Loan or Loan Combination with respect to which, as of any date of determination,
the Special Servicer obtains knowledge that it has become a Borrower Party. As of the Closing Date, there are no Excluded Special
Servicer Mortgage Loans related to the Trust.


 


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


 


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


 


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


 


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


 


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


 






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Final Recovery Determination until the earlier of (i) its termination
as the Master Servicer hereunder and the transfer of such records to a successor servicer and (ii) five years following
the termination of the Trust Fund.


 


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


 


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


 


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


 


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


 


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


 


“Franchise Mortgage
Loans”: Each Mortgage Loan (other than Non-Serviced Mortgage Loans) secured by the Mortgaged Properties identified as
Loan Nos. 1 (Equity Inns Portfolio), 7 (Beach House Hilton Head), 16 (Westin Lake Mary), 36 (Holiday Inn Express & Suites Rockport),
43 (Hampton Inn & Suites – Portland) and 56 (Best Western Cleveland Airport), which are each subject to a franchise agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Harvey Building
Products Portfolio Companion Loans”: As defined in the Preliminary Statement.


 


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


 


“Harvey Building
Products Portfolio Mortgage Loan”: As defined in the Preliminary Statement.


 


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


 


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


 


“Harvey Building
Products Portfolio Pari Passu Note A-3”: The promissory note designated as note A-3, which evidences a portion of
the Harvey Building Products Portfolio Loan Combination. The Harvey Building Products Portfolio Pari Passu Note A-3 is not included
in the Trust Fund and is pari passu in right of payment to the Harvey Building Products Portfolio Pari Passu Note A-1
and Harvey Building Products Portfolio Pari Passu Note A-3, as set forth in the related Intercreditor Agreement. As of the
Closing Date, the Harvey Building Products Portfolio Pari Passu Note A-3 is held by Ladder.


 


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


 






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the Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. Section 9601 et seq., or any other environmental laws now existing, and specifically including,
without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls (“PCBs”), radon
gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory,”
“usable work in process” or similar classification which would, if classified as unusable, be included in the
foregoing definition.


 


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


 


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


 


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


 


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


 


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


 


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


 






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REO Property to cease to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable
for purposes of Section 860D(a) of the Code) or cause any income realized in respect of such Serviced REO Property to
fail to qualify as Rents from Real Property (provided that such income would otherwise so qualify).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Intercreditor
Agreement”: With respect to any Loan Combination, the related intercreditor, co-lender or similar agreement in effect
from time to time by and between (a) the holder of the related Mortgage Loan(s) and the holder of the related Subordinate Companion
Loan(s) relating to the relative rights of such holders or (b) the holders of the related Mortgage Loan and the related Serviced
Pari Passu Companion Loan or Non-Serviced Pari Passu Companion Loan(s) relating to the relative rights of such holders. The intercreditor
or co-lender agreement related to each of the Equity Inns Portfolio Loan Combination, the 32 Avenue of the Americas Loan Combination,
the 11 Madison Avenue Loan Combination, the Harvey Building Products Portfolio Loan Combination, the Springfield Mall Loan Combination
and the 40 Wall Street Loan Combination shall each be an Intercreditor Agreement.


 


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


 






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


 


“Interest Reserve
Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate
Administrator pursuant to Section 3.05(e) of this Agreement, which shall be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders
of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Interest Reserve Account” and which must
be an Eligible Account or a sub-account of an Eligible Account. The Interest Reserve Account shall be an asset of the Lower-Tier
REMIC.


 


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


 


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


 


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


 


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


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit L-1A, Exhibit L-1B,
Exhibit L-1C and Exhibit L-1D to this Agreement or in the form of an electronic certification contained on the
Certificate Administrator’s Website (which may be a click-through confirmation). The Certificate Administrator may require
that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures. Any Investor Certification
may be delivered electronically to the recipients thereof pursuant to the second paragraph of Section 11.05 of this Agreement.


 


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


 


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


 






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


 


“IRS”:
The Internal Revenue Service.


 


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


 


“Jefferies Indemnification
Agreement”: The agreement dated the Pricing Date, between the Depositor, Jefferies and the Underwriters.


 


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


 


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


 


“Joint Mortgage
Loan”: A Mortgage Loan originated by more than one Mortgage Loan Seller. The Equity Inns Portfolio Mortgage Loan is a
Joint Mortgage Loan related to the Trust.


 


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


 


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


 


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


 


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


 


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


 


“Late Collections”:
With respect to any Mortgage Loan or Serviced Loan Combination, all amounts received thereon during any Collection Period (or
the related grace period), whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise,
which represent late payments or collections of principal or interest due 


 






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


 


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


 





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


 


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


 


(a)          the
lesser of:


 


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


 


(ii)         $1,000,000;
and


 


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


 






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


 


provided that
if a Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan only because of an event described in clause (a) of
the definition of “Specially Serviced Loan” and the related Liquidation Proceeds are received within 3 months following
the related maturity date as a result of the related Mortgage Loan being refinanced or otherwise repaid in full, the Special Servicer
shall not be entitled to collect a Liquidation Fee out of the proceeds received in connection with such liquidation if such fee
would reduce the amount available for distributions to Certificateholders, but the Special Servicer may collect from the related
Borrower and retain (x) a liquidation fee, (y) such other fees as are provided for in the related Loan Documents and
(z) other appropriate fees in connection with such liquidation.


 


No Liquidation Fee shall
be payable:


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


“Loan Combination”:
Each of the Equity Inn Portfolio Loan Combination, the 32 Avenue of the Americas Loan Combination, the 11 Madison Avenue Loan Combination,
the Harvey Building Products Portfolio Loan Combination, the Springfield Mall Loan Combination and the 40 Wall Street Loan Combination.


 


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


 


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


 


“Loan-Specific
Directing Holder”: With respect to a Servicing Shift Loan Combination, the “Controlling Holder”, the “Directing
Holder”, “Directing Lender” or any analogous concept set forth under the related Intercreditor Agreement. Prior
to the applicable Servicing Shift Lead Note Securitization Date, the “Directing Holder” with respect to the related
Servicing Shift Loan Combination will be the holder of the related Controlling Companion Loan. On and after the applicable Servicing
Shift Lead Note Securitization Date, there will be no Loan-Specific Directing Holder under the Pooling and Servicing Agreement
with respect to the related Servicing Shift Loan Combination. As of the Closing Date, JPMorgan Chase Bank, National Association
is expected to be the Loan-Specific Directing Holder with respect to the 32 Avenue of the Americas Loan Combination.


 


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


 


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


 


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


 


“Loss of Value
Reserve Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h))
designated as such pursuant to Section 3.05(d) 


 






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of this Agreement. The Loss of Value Reserve Fund will be part of the
Trust Fund but not part of the Grantor Trust or either Trust REMIC.


 


“Lower-Tier
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the
Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which shall be entitled “Wells Fargo Bank,
National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, for
the benefit of the Holders of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Lower-Tier Distribution
Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Lower-Tier Distribution Account
shall be an asset of the Lower-Tier REMIC.


 


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


 


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


 


“Lower-Tier
Regular Interests”: The Class LA-1-1 Interest, Class LA-1-2 Interest, Class LA-1-3 Interest, Class LA-1-4
Interest, Class LA-1-5 Interest, Class LA-1-6 Interest, Class LA-1-7 Interest, Class LA-2-1 Interest, Class LA-2-2 Interest,
Class LA-2-3 Interest, Class LA-2-4 Interest, Class LA-2-5 Interest, Class LA-2-6 Interest, Class LA-2-7 Interest, Class
LA-2-8 Interest, Class LA-2-9 Interest, Class LA-2-10 Interest, Class LA-2-11 Interest, Class LA-2-12 Interest, Class LA-2-13
Interest, Class LA-2-14 Interest, Class LA-2-15 Interest, Class LA-2-16 Interest, Class LA-2-17 Interest, Class LA-2-18
Interest, Class LA-2-19 Interest, Class LA-SB-1 Interest, Class LA-SB-2 Interest, Class LA-SB-3 Interest,
Class LA-SB-4 Interest, Class LA-SB-5 Interest, Class LA-SB-6 Interest, Class LA-SB-7 Interest,
Class LA-SB-8 Interest, Class LA-SB-9 Interest, Class LA-SB-10 Interest, Class LA-SB-11 Interest,
Class LA-SB-12 Interest, Class LA-SB-13 Interest, Class LA-SB-14 Interest, Class LA-SB-15 Interest,
Class LA-SB-16 Interest, Class LA-SB-17 Interest, Class LA-SB-18 Interest, Class LA-SB-19 Interest,
Class LA-SB-20 Interest, Class LA-SB-21 Interest, Class LA-SB-22 Interest, Class LA-SB-23 Interest,
Class LA-SB-24 Interest, Class LA-SB-25 Interest, Class LA-SB-26 Interest, Class LA-SB-27
Interest, Class LA-SB-28 Interest, Class LA-SB-29 Interest, Class LA-SB-30 Interest, Class LA-SB-31
Interest, Class LA-SB-32 Interest, Class LA-SB-33 Interest, Class LA-SB-34 Interest, Class LA-SB-35
Interest, Class LA-SB-36 Interest, Class LA-SB-37 Interest, Class LA-SB-38 Interest, Class LA-SB-39
Interest, Class LA-SB-40 Interest, Class LA-SB-41 Interest, Class LA-SB-42 Interest, Class LA-SB-43
Interest, Class LA-SB-44 Interest, Class LA-SB-45 Interest, Class LA-SB-46 Interest, Class LA-SB-47
Interest, Class LA-SB-48 Interest, Class LA-SB-49 Interest, Class LA-SB-50 Interest, Class LA-SB-51
Interest, Class LA-SB-52 Interest, Class LA-SB-53 Interest, Class LA-SB-54 Interest, Class LA-3-1
Interest, Class LA-3-2 Interest, Class LA-3-3 Interest, Class LA-4-1 Interest, Class LA-4-2 Interest,
Class LA-4-3 Interest, Class LA-4-4 Interest, Class LA-4-5 Interest, Class LA-4-6 Interest,
Class LA-4-7 


 






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Interest, Class LA-4-8 Interest, Class LA-4-9 Interest, Class LA-4-10 Interest,
Class LA-4-11 Interest, Class LA-4-12 Interest, Class LA-4-13 Interest, Class LA-4-14 Interest,
Class LA-4-15 Interest, Class LA-4-16 Interest, Class LA-4-17 Interest, Class LA-4-18 Interest,
Class LA-4-19 Interest, Class LA-4-20 Interest, Class LA-4-21 Interest, Class LA-4-22 Interest,
Class LA-4-23 Interest, Class LA-4-24 Interest, Class LA-4-25 Interest, Class LA-4-26 Interest,
Class LA-4-27 Interest, Class LA-4-28 Interest, Class LA-4-29 Interest, Class LA-4-30 Interest,
Class LA-4-31 Interest, Class LA-4-32 Interest, Class LA-4-33 Interest, Class LA-4-34
Interest, Class LA-4-35 Interest, Class LA-4-36 Interest, Class LA-4-37 Interest, Class LA-4-38 Interest,
Class LA-4-39 Interest, Class LA-4-40 Interest, Class LA-4-41 Interest, Class LA-4-42 Interest,
Class LA-4-43 Interest, Class LA-4-44 Interest, Class LA-4-45 Interest, Class LA-4-46 Interest,
Class LA-4-47 Interest, Class LA-4-48 Interest, Class LA-4-49 Interest, Class LA-4-50 Interest,
Class LA-4-51 Interest, Class LA-4-52 Interest, Class LA-4-53 Interest, Class LA-4-54 Interest,
Class LA-4-55 Interest, Class LA-4-56 Interest, Class LA-4-57 Interest, Class LA-4-58 Interest,
Class LA-4-59 Interest, Class LA-4-60 Interest, Class LA-4-61 Interest, Class LA-4-62 Interest,
Class LA-4-63 Interest, Class LA-4-64 Interest, Class LA-4-65 Interest, Class LA-4-66 Interest,
Class LA-4-67 Interest, Class LA-4-68 Interest, Class LA-4-69 Interest, Class LA-4-70
Interest, Class LA-4-71 Interest, Class LA-4-72 Interest, Class LA-4-73 Interest, Class LA-4-74 Interest,
Class LA-4-75 Interest, Class LA-4-76 Interest, Class LA-4-77 Interest, Class LA-4-78 Interest,
Class LA-4-79 Interest, Class LA-4-80 Interest, Class LA-4-81 Interest, Class LA-4-82 Interest, Class
LA-M-1 Interest, Class LA-M-2 Interest, Class LA-M-3 Interest, Class LA-M-4 Interest, Class LB Interest, Class LC Interest,
Class LD Interest, Class LE Interest, Class LF Interest, Class LG Interest, Class LH Interest and Class LJ Interest
issued by the Lower-Tier REMIC and held by the Trustee as assets of the Upper-Tier REMIC. Each Lower-Tier Regular Interest
(i) is designated as a “regular interest” in the Lower-Tier REMIC, (ii) relates to its Corresponding
Certificates and Corresponding Class X Component, (iii) is uncertificated, (iv) has an initial Lower-Tier Principal
Balance as set forth in the Preliminary Statement herein, (v) has a Pass-Through Rate equal to the Weighted Average Net
Mortgage Pass-Through Rate, (vi) has a “latest possible maturity date,” within the meaning of Treasury
Regulations Section 1.860G-1(a), that is the Rated Final Distribution Date and (vii) is entitled to the
distributions in the amounts and at the times specified in Section 4.01(c) of this Agreement.


 


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


 


“MAD
2015-11MD Trust and Servicing Agreement”: The trust and servicing agreement, dated as of September 6, 2015, between
Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank, National Association, as master servicer and
special servicer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National


 






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Association, as
certificate administrator, entered into in connection with the issuance of MAD 2015-11MD Mortgage Trust Commercial Mortgage
Pass-Through Certificates.


 


“MAI”:
Member of the Appraisal Institute.


 


“Major Decision”:
Any of the following:


 


(a)          any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership
of properties securing such of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combinations as come
into and continue in default;


 


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


 


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


 


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


 


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


 


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


 


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


 






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$2,500,000) or franchise changes
for which the lender is required to consent or approve under the Loan Documents (with respect to any Mortgage Loan or Serviced
Loan Combination);


 


(h)          releases
of any escrows, reserve accounts or letters of credit held as performance or “earn-out” escrows or reserves other than
those required pursuant to the specific terms of the related Mortgage Loan or Serviced Loan Combination and for which there is
no material lender discretion (and other than those that are Special Servicer Decisions);


 


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


 


(j)          any
determination of an Acceptable Insurance Default;


 


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


 


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


 


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


 


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


 


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


 


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


 


With respect to
any Serviced Loan Combination, for so long as the holder of the related Serviced Companion Loan is the “Controlling
Holder”, the “Directing Holder”,


 






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“Directing Lender” or any analogous concept under the related
Intercreditor Agreement, then with respect to such Serviced Loan Combination, the term “Major Decision” shall
mean “Major Decision”, “Major Action” or any analogous concept under the related Intercreditor
Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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principal of such Mortgage Loan or Serviced Companion Loan by reason of default thereunder or (ii) any grace period
permitted by the related Note.


 


“Modification
Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan, any and
all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, restructures, extends, amends
or waives any term of the related Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special
Servicer (other than all Assumption Fees, consent fees, assumption application fees, defeasance fees and fees similar to the foregoing).
For the avoidance of doubt, Special Servicing Fees, Workout Fees and Liquidation Fees due to the Special Servicer in connection
with a modification, restructure, extension, waiver or amendment shall not be considered Modification Fees. For each modification,
restructure, extension, waiver or amendment in connection with working out of a Specially Serviced Loan, the Modification Fees
collected from the related Borrower shall be subject to a cap of 1.0% of the outstanding principal balance of such Mortgage Loan
or Serviced Companion Loan on the closing date of the related modification, restructure, extension, waiver or amendment (prior
to giving effect to such modification, restructure, extension, waiver or amendment); provided that no aggregate cap shall
exist in connection with the amount of Modification Fees which may be collected from the related Borrower with respect to any Specially
Serviced Loan or REO Loan.


 


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


 


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


 


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


 


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


 


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


 






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preceding sentence and on the assumption that all
other amounts, if any, due thereunder are paid when due.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)          the
Loan Number;


 






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(b)          the
Mortgage Loan name;


 


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


 


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


 


(e)          the
original principal balance;


 


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


 


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


 


(h)          the
Due Date;


 


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


 


(j)          the
Servicing Fee Rate;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


  






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


 


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


 


“Mortgage Rate”:
With respect to each Mortgage Loan or the Serviced Companion Loan, as applicable, and any Interest Accrual Period, the annual rate
at which interest accrues on such Mortgage Loan or Serviced Companion Loan, as applicable, during such period (in the absence of
a default), as set forth in the related Note from time to time, without giving effect to any Default Rate or any Excess Interest.


 


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


 


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


 


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


 


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


  






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


 


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


 


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


 


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


 






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


 


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


 


“Non-Directing
Holder”: With respect to any Companion Loan, the “Non-Directing Holder”, “Non-Controlling Note
Holder” or any analogous concept under the related Intercreditor Agreement. The Controlling Class Representative shall
be a Non-Directing Holder with respect to the 32 Avenue of the Americas Loan Combination, the 11 Madison Avenue Loan
Combination and the 40 Wall Street Loan Combination.


 


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


 


“Non-Serviced
Companion Loan”: With respect to any Non-Serviced Loan Combination, any related mortgage loan not included in the
Trust Fund that is serviced under another agreement and that is generally (a) payable on a pari passu basis with the
related Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor


 






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Agreement or (b)
subordinated in right of payment to the related Mortgage Loan included in the Trust to the extent set forth in the related
Intercreditor Agreement. The 32 Avenue of the Americas Companion Loans, on and after the 32 Avenue of the Americas Pari Passu
Note A-1 Securitization Date, the 11 Madison Avenue Companion Loans, and the 40 Wall Street Companion Loans, are the
Non-Serviced Companion Loans related to the Trust.


 


“Non-Serviced
Loan Combinations”: Any mortgage loan that is not serviced under this Agreement that is divided into one or more notes,
which includes a Mortgage Loan included in the Trust but serviced under another agreement and one or more mortgage notes not included
in the Trust and serviced under another agreement. References herein to a Non-Serviced Loan Combination shall be construed to refer
to the aggregate indebtedness under the related notes. The 32 Avenue of the Americas Loan Combination, on and after the 32 Avenue
of the Americas Pari Passu Note A-1 Securitization Date, the 11 Madison Avenue Loan Combination, and the 40 Wall Street Loan Combination,
are the Non-Serviced Loan Combinations related to the Trust.


 


“Non-Serviced
Loan Combination Custodian”: With respect to any related Non-Serviced Loan Combination, the Custodian as the custodian
under the related Other Pooling and Servicing Agreement. As of the Closing Date, Wells Fargo Bank, National Association is the
Non-Serviced Loan Combination Custodian under (i) the MAD 2015-11MD Trust and Servicing Agreement relating to the 11 Madison Avenue
Loan Combination, and (ii) the WFCM 2015-LC22 Pooling and Servicing Agreement relating to the 40 Wall Street Loan Combination.


 


“Non-Serviced
Mortgage Loans”: With respect to any Non-Serviced Loan Combination, a Mortgage Loan included in the Trust but serviced
under another agreement. The 32 Avenue of the Americas Mortgage Loan, on and after the 32 Avenue of the Americas Pari Passu Note
Securitization A-1 Date, the 11 Madison Avenue Mortgage Loan, and the 40 Wall Street Mortgage Loan, are the Non-Serviced Mortgage
Loans included in the Trust.


 


“Non-Serviced
Mortgage Loan Service Providers”: (a) With respect to the 32 Avenue of the Americas Loan Combination, on and after the
32 Avenue of the Americas Pari Passu Note A-1 Securitization Date, the 32 Avenue of the Americas Service Providers, (b) with respect
to the 11 Madison Avenue Loan Combination, the 11 Madison Avenue Service Providers, and (c) with respect to the 40 Wall Street
Loan Combination, the 40 Wall Street Service Providers.


 


“Non-Serviced
Pari Passu Companion Loans”: With respect to any Non-Serviced Loan Combination, any related mortgage note not included
in the Trust that is not serviced under this Agreement and that is generally payable on a pari passu basis with a Non-Serviced
Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. The 32 Avenue of the Americas
Pari Passu Companion Loan, on and after the 32 Avenue of the Americas Pari Passu Note A-1 Securitization Date, the 11 Madison Avenue
Pari Passu Companion Loans, and the 40 Wall Street Companion Loans are the Non-Serviced Pari Passu Companion Loans related to the
Trust.


 






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“Non-Serviced
Subordinate Companion Loan”: With respect to any Non-Serviced Loan Combination, any related subordinated mortgage
note not included in the Trust that is not serviced under this Agreement and that is generally subordinated in right of
payment to the related Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. As
of the Closing Date, 11 Madison Avenue Subordinate Companion Loans are the only Non-Serviced Subordinate Companion Loans
related to the Trust.


 


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


 


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


 


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


 


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


 


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


 






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recoverable, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, out
of the principal portion of future collections on all of the Mortgage Loans and REO Properties and from general principal
collections in the Collection Account.


 


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


 


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


 


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


 


“NRSRO”:
Any nationally recognized statistical ratings organization.


 


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


 


“Officer’s
Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice
President (however denominated) and by the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries,
any Trust Officer or other officer of the Master Servicer, Special Servicer, Additional Servicer or Operating Advisor customarily
performing functions similar to those performed by any of the above designated officers, any Servicing Officer and also with respect
to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity
with the particular subject, or an authorized officer of the Depositor, and delivered to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer or the Master Servicer, as the case may be.


 


“Offsetting
Modification Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination
or Serviced REO Loan and with respect to any Workout Fee or Liquidation Fee payable by the Trust, any and all Modification Fees
collected by the Special Servicer as additional servicing compensation, but only to the extent that (1) such Modification Fees
were earned and collected by the Special Servicer (A) in connection with the workout or liquidation (including partial liquidation)
of a Specially Serviced Loan or Serviced REO Loan as to which the subject Workout Fee or


 






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Liquidation Fee became payable or (B) in
connection with any workout of a Specially Serviced Loan that closed within the prior 18 months (determined as of the closing
day of the workout or liquidation as to which the subject Workout Fee or Liquidation Fee became payable) and (2) such Modification
Fees were earned in connection with a modification, restructure, extension, waiver or amendment of such Mortgage Loan, Serviced
Loan Combination or Serviced REO Loan at a time when such Mortgage Loan, Serviced Loan Combination or Serviced REO Loan was a
Specially Serviced Loan.


 


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


 


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


 


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


 


“Operating Advisor
Fee”: With respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans and Servicing Shift Mortgage Loans)
and Serviced Loan Combination (other than Servicing Shift Loan Combinations) and any Distribution Date, an amount per Interest
Accrual Period equal to the product of (i) the applicable Operating Advisor Fee Rate and (ii) the Stated Principal Balance
of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period (without giving effect to payments of principal
on such Mortgage Loan on such Due Date). Such fee shall be in addition to, and not in lieu of, any other fee or other sum
payable to the Operating Advisor under this Agreement. The Operating Advisor Fee shall be calculated in accordance with the provisions
of Section 1.02(a) of this Agreement. For the avoidance of doubt, the Operating Advisor Fee shall be payable from the Lower-Tier
REMIC. For the avoidance of doubt, no Operating Advisor Fee shall accrue on the principal balance of, or be payable with respect
to, any Subordinate Companion Loan, any Non-Serviced Loan Combination or any Servicing Shift Mortgage Loan. No Operating Advisor
Fee shall accrue following the Operating Advisor’s resignation pursuant to Section 6.04(e) or the termination of the
Operating Advisor pursuant to Section 7.07(e).


 






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“Operating
Advisor Fee Rate”: For each Interest Accrual Period, a per annum rate equal to, with respect to (i) each Mortgage
Loan (other than Non-Serviced Mortgage Loans, Servicing Shift Mortgage Loans, the Equity Inns Portfolio Mortgage Loan, the Harvey Building
Products Portfolio Mortgage Loan and the Springfield Mall Mortgage Loan), 0.0022% per annum, (ii) with respect to the Equity Inns
Portfolio Mortgage Loan, 0.0047% per annum, (iii) with respect to the Harvey Building Products Portfolio Mortgage Loan, 0.0070%
per annum, and (iv) with respect to the Springfield Mall Mortgage Loan, 0.0084% per annum.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Other Pooling
and Servicing Agreement”: A pooling and servicing agreement or other applicable servicing agreement relating to a Serviced
Companion Loan or a Non-Serviced Loan Combination, as applicable. As of the Closing Date, the Other Pooling and Servicing Agreements
related to the Trust are the MAD 2015-11MD Trust and Servicing Agreement (with respect to the 11 Madison Avenue Companion
Loans) and WFCM 2015-LC22 Pooling and Servicing Agreement (with respect to the 40 Wall Street Pari Passu Note A-1-A). On and after
the 32 Avenue of the Americas Pari Passu Note A-1 Securitization Date, the pooling and servicing agreement related to the related
Other Securitization will also be an Other Pooling and Servicing Agreement related to the Trust.


 


“Other
Securitization”: Any commercial mortgage securitization trust that holds a Serviced Companion Loan or Non-Serviced
Companion Loan or any successor REO Loan with respect thereto. As of the Closing Date, the Other Securitizations related to
the Trust include the MAD 2015-11MD Mortgage Trust (with respect to the 11 Madison Avenue Companion Loans) and WFCM 2015-LC22
(with respect to the 40 Wall Street Pari Passu Note A-1-A). On and after the 32 Avenue of the Americas Pari Passu Note A-1
Securitization Date, the related securitization shall also be an Other Securitization.


 


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


 


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


 


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


 


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


 


“P&I Advance”:
As to any Mortgage Loan, any advance made by the Master Servicer or the Trustee pursuant to Section 4.07 of this Agreement.
Each reference to the payment or reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred
to and without duplication, payment or reimbursement of interest thereon at the Advance Rate. Neither the Master Servicer nor the
Trustee will be required to make P&I Advances with respect to any delinquent payment amounts due on any Companion Loan.


 


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


 


“Pari Passu
Companion Loan”: With respect to any Loan Combination, any related mortgage note not included in the Trust that is generally
payable on a pari passu basis


 






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with the related Mortgage Loan included in the Trust to the extent set forth in the related
Intercreditor Agreement.


 


“Pari Passu
Loan Primary Servicing Fee Rate”: With respect to any Non-Serviced Mortgage Loan, the “primary servicing fee rate”
(as defined or set forth in the applicable Other Pooling and Servicing Agreement) and any other applicable servicing fee rate
(other than those payable to the applicable Other Special Servicer) applicable to such Non-Serviced Mortgage Loan that constitutes
a portion of the “servicing fee rate” applicable to the Other Servicer under the applicable Other Pooling and Servicing
Agreement. The Pari Passu Loan Primary Servicing Fee Rate for (A) the 11 Madison Avenue Mortgage Loan will be 0.00125%, (B) the
40 Wall Street Mortgage Loan will be 0.0025%, and (C) the 32 Avenue of the Americas Mortgage Loan will be such amount as is set
forth in the 32 Avenue of the Americas Pooling and Servicing Agreement on and after the 32 Avenue of the Americas Pari Passu Note
A-1 Securitization Date.


 


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


 


	
        Class
	 	
        Pass-Through Rate

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


 


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


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 






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


 


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


 


“Performance
Assessment Information”: As defined in Section 3.31(d) of this Agreement.


 


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


 


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


 


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


 


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


 


(A)   direct
obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency
or instrumentality thereof, provided that each such obligation is backed by the full faith and credit of the United States and
such obligations have a remaining term to maturity of one year or less;


 


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


 






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obligations
of which are rated at least “A2” by Moody’s and “AA-” by Fitch (or such lower rating as is the subject
of a No Downgrade Confirmation by the applicable Rating Agencies relating to the Certificates and any Serviced Companion Loan
Securities), (3) in the case of such investments with maturities of six months or less, but more than three months, the short
term obligations of which are rated at least in the highest short term rating category by Moody’s and “F1+”
by Fitch, and the long term obligations of which are rated at least “Aa3” by Moody’s and “AA-” by
Fitch (or such lower rating as is the subject of a No Downgrade Confirmation by the applicable Rating Agencies relating to the
Certificates and any Serviced Companion Loan Securities), and (4) in the case of such investments with maturities of more than
six months, the short term obligations of which are rated at least in the highest short term rating category by Moody’s
and “F1+” by Fitch, and the long term obligations of which are rated at least “Aaa” by Moody’s and
“AA-” by Fitch (or such lower rating as is the subject of a No Downgrade Confirmation by the applicable Rating Agencies
relating to the Certificates and any Serviced Companion Loan Securities);


 


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


 






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(D)    commercial
paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so
incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder
are not subject to any withholding imposed by any non-United States jurisdiction) (1) in the case of such investments with
maturities of 30 days or less, the short term obligations of which are rated at least in the highest short-term debt rating
category of KBRA (if then rated by KBRA) and Moody’s and “F1” by Fitch, and the long term obligations of
which are rated at least “A2” by Moody’s and “A” by Fitch (or such lower rating as is the
subject of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced Companion
Loan Securities), (2) in the case of such investments with maturities of three months or less, but more than 30 days, the
short term obligations of which are rated at least in the highest short-term debt rating category of Moody’s and
“F1+” by Fitch, or the long term obligations of which are rated at “A2” by Moody’s and
“AA-” by Fitch (or such lower rating as is the subject of a No Downgrade Confirmation by each of the Rating
Agencies relating to the Certificates and any Serviced Companion Loan Securities), (3) in the case of such investments with
maturities of six months or less, but more than three months, the short term obligations of which are rated at least in the
highest short-term debt rating category of Moody’s and “F1+” by Fitch, or the long term obligations of
which are rated at “Aa3” by Moody’s and “AA-” by Fitch (or such lower rating as is the subject
of a No Downgrade Confirmation by each of the Rating Agencies relating to the Certificates and any Serviced Companion Loan
Securities), and (4) in the case of such investments with maturities of more than six months, the short term obligations of
which are rated at least in the highest short-term debt rating category of Moody’s and “F1+” by Fitch,
or the long term obligations of which are rated at “Aaa” by Moody’s and “AA-” by Fitch
(provided, in the case of clauses (1), (2), (3) and (4), investments of Escrow Payments in any Escrow Account must only be
rated “P-1” by Moody’s) (or such lower rating as is the subject of a No Downgrade Confirmation by each of
the Rating Agencies relating to the Certificates and any Serviced Companion Loan Securities);


 


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


 






    	-103-



    	 



    

 


referred to in clause
(A) above, (b) has net assets of not less than $5,000,000,000, and (c) has the highest rating obtainable for money market funds
from Moody’s and Fitch;


 


(F)    an
obligation or security that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause,
would be listed in clauses (B) – (E) above, and is the subject of a No Downgrade Confirmation relating to the Certificates
and any Serviced Companion Loan Securities from each Rating Agency for which the minimum rating(s) set forth in the applicable
clause is not satisfied with respect to such obligation or security; and


 


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


 


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


 


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


 


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


 






    	-104-



    	 



    

 


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


 


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


 


“Platform-Level
Basis”: Only as used in connection with the Operating Advisor Annual Report, refers to the Special
Servicer’s performance of its duties as they relate to the resolution or liquidation of Specially Serviced Loans,
taking into account the Special Servicer’s specific duties under this Agreement as well as the extent to which those
duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of
the Performance Assessment Information.


 


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


 


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


 


“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Companion Loan serviced
by the Master Servicer that was subject to a Principal Prepayment in full or in part and which did not include a full month’s
interest, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the
Master Servicer or Special Servicer for application to such Mortgage Loan or Serviced Companion Loan, in each case after the Due
Date in the calendar month preceding such Distribution Date but prior to the Due Date in the related Collection Period, the amount
of interest that would have accrued at the Net Mortgage Pass-Through Rate for such Mortgage Loan or Serviced Companion Loan on
the amount of such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds during the period commencing
on the date as of which such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable,
were applied to the unpaid principal balance of the Mortgage Loan or Serviced Companion Loan and ending on (and including) the
day immediately preceding such Due Date (without regard to any Prepayment Premium, Yield Maintenance Charge or Excess Interest
actually collected).


 






    	-105-



    	 



    

 


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


 


“Pricing Date”:
November 6, 2015.


 


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


 


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


 


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


 


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


 


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


 


(c)          the
Stated Principal Balance of each Mortgage Loan that was, during the related Collection Period, repurchased from the Trust Fund
in connection with a Breach or Defect pursuant to Section 2.03 of this Agreement, purchased pursuant to Section 3.16
of this Agreement, or purchased from the Trust Fund pursuant to Section 9.01 of this Agreement;


 


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


 






    	-106-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Private
Non-Regular Certificate”: Each of the Class V, Class R and Class LR Certificates.


 


“Private Placement
Memorandum”: Means the Private Placement Memorandum, dated the November 16, 2015, pursuant to which the Private Certificates
will be offered for sale.


 


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


 


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


 


“Privileged
Person”: A party to this Agreement, the Excluded Special Servicer, if any, a designee of the Depositor, each
Serviced Companion Loan Noteholder that delivers a certification substantially in the form of Exhibit EE hereto
(which certification may be submitted electronically, including by means of a “click through” confirmation on the
Certificate Administrator’s Website), the Controlling Class Representative (but only if no Consultation Termination
Event has occurred and is continuing), each Loan-Specific Directing Holder, each Mortgage Loan Seller, each Underwriter, each
Initial Purchaser and any other person who delivers to the Certificate Administrator an Investor Certification and any NRSRO
that delivers an NRSRO Certification to the 17g-5 Information Provider, which Investor Certification and NRSRO Certification
may be submitted electronically via the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website, as applicable; provided, that in no event shall a Borrower, a Mortgagor, a Manager of a Mortgaged Property,
an Affiliate, principal, partner, member, joint venturer, limited partner, employee, representative, director, advisor or
investor in any of the foregoing or an agent of any of the foregoing be considered a Privileged Person, subject to the
following proviso; provided, further, that any Excluded Controlling Class Holder solely with respect to the
related Excluded Controlling Class Mortgage Loan and the Special Servicer solely with respect to the related Excluded Special
Servicer Mortgage Loan shall not be considered a Privileged Person.


 


The Controlling Class
Representative, each Controlling Class Certificateholder and the Special Servicer shall be considered a Privileged Person with
respect to any Mortgage


 






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Loan or Serviced Loan Combination for which it is not then a Borrower Party, and the limitations on access
to information set forth in this Agreement shall apply only with respect the related Mortgage Loan for which the applicable party
is a Borrower Party and only with respect to the related Excluded Information.


 


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


 


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


 


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


 


“Prospectus”:
The Depositor’s Prospectus dated September 3, 2014, as supplemented by the Prospectus Supplement dated November 16, 2015,
relating to the offering of the Publicly Offered Certificates.


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 


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


 






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


 


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


 


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


 


(i) in
the case of each Mortgage Loan or Serviced Loan Combination, an insurance company or security or bonding company qualified to write
the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated (a) at least “A-”
by Fitch (or, if not rated by Fitch, an equivalent rating by (x) at least two NRSROs (which may include S&P, Moody’s
and/or Morningstar) or (y) one NRSRO (which may include S&P, Moody’s and/or Morningstar) and A.M. Best), and (b)
at least “A3” by Moody’s (or, if not rated by Moody’s, an equivalent rating by (x) at least two NRSROs
(which may include S&P, Fitch and/or Morningstar) or (y) one NRSRO (which may include S&P, Fitch and/or Morningstar)
and A.M. Best), and


 


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


 


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


 


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


 


“Qualifying
Substitute Mortgage Loan”: A mortgage loan which must, on the date of substitution: (i) have an outstanding
Stated Principal Balance, after application of all scheduled payments of principal and/or interest due during or prior to the
month of substitution, whether or not received, not in excess of the Stated Principal Balance of the Removed Mortgage Loan as
of the Due Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the
Mortgage Rate of the


 






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Removed Mortgage
Loan; (iii) have the same Due Date as the Removed Mortgage Loan; (iv) accrue interest on the same basis as the
Removed Mortgage Loan (for example, on the basis of a 360-day year and the actual number of days elapsed); (v) have a
remaining term to stated maturity not greater than, and not more than two years less than, the remaining term to stated
maturity of the Removed Mortgage Loan; (vi) have an original loan to value ratio not higher than that of the Removed
Mortgage Loan and a current loan to value ratio not higher than the then current loan-to-value ratio of the Removed Mortgage
Loan; (vii) materially comply as of the date of substitution with all of the representations and warranties set forth in
the applicable Mortgage Loan Purchase Agreement; (viii) have an Environmental Report that indicates no material adverse
environmental conditions with respect to the related Mortgaged Property and that will be delivered as a part of the related
Servicing File; (ix) have an original Debt Service Coverage Ratio of not less than the original Debt Service Coverage
Ratio of the Removed Mortgage Loan and a current Debt Service Coverage Ratio of not less than the current Debt Service
Coverage Ratio of the Removed Mortgage Loan; (x) be determined by an Opinion of Counsel (at the applicable Mortgage Loan
Seller’s expense) to be a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of
the Code; (xi) not have a maturity date after the date that is three years prior to the Rated Final Distribution Date;
(xii) not be substituted for a Removed Mortgage Loan unless the Certificate Administrator and the Trustee have received
prior No Downgrade Confirmation (the cost, if any, of obtaining such No Downgrade Confirmation to be paid by the applicable
Mortgage Loan Seller (provided that no such confirmation from any Rating Agency shall be required with respect to any
Serviced Companion Loan Securities); (xiii) have been approved, so long as no Control Termination Event has occurred and
is continuing, by the Directing Holder; (xiv) prohibit defeasance within two years after the Closing Date;
(xv) not be substituted for a Removed Mortgage Loan if it would result in the termination of the REMIC status of either
Trust REMIC or the imposition of tax on either Trust REMIC other than a tax on income expressly permitted or contemplated to
be received by the terms of this Agreement, as determined by an Opinion of Counsel; and (xvi) have an engineering report with
respect to the related Mortgaged Property that details that the related Mortgaged Property does not have any material adverse
conditions or deferred maintenance with respect to the related Mortgaged Property and that will be delivered as part of the
related Servicing File. In the event that one or more mortgage loans are substituted for one or more Removed Mortgage Loans,
then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances
and the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v)
above shall be determined on a weighted average basis; provided that no individual Mortgage Rate shall be lower than
the highest Pass-Through Rate (that is a fixed rate not subject to a cap equal to the Weighted Average Net Mortgage
Pass-Through Rate) of any Class of Sequential Pay Certificates having an outstanding Certificate Balance. When a Qualifying
Substitute Mortgage Loan is substituted for a Removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that
the Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Certificate
Administrator, the Operating Advisor, the Trustee and, for so long as no Consultation Termination Event has occurred and is
continuing, the Directing Holder.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such
may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective
from time to time as of the compliance dates specified therein.


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation S”:
Regulation S under the Act.


 






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


 


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


 


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


 


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


 


“Relevant Servicing
Criteria”: The Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee on Schedule II to this Agreement). For clarification
purposes, multiple Reporting Servicers can have responsibility for the same Relevant Servicing Criteria and some of the Servicing
Criteria will not be applicable to certain Reporting Servicers. With respect to a Servicing Function Participant engaged by the
Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, the term “Relevant Servicing Criteria”
refers to the items of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee that engaged such Servicing Function Participant that are applicable to such Servicing Function Participant
based on the functions it has been engaged to perform.


 


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


 


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


 


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


 


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


 


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


 






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percentage or percentages of receipts or sales and otherwise constitutes
Rents from Real Property);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(c)          all
related unreimbursed Property Advances plus accrued and unpaid interest on related Advances at the Advance Rate, and all Special
Servicing Fees and Workout Fees allocable to such Mortgage Loan (and, in the case of a Non-Serviced Mortgage Loan, unpaid fees
payable to the applicable servicer, Other Servicer, the Other Special Servicer or the Other Trustee allocable to such Mortgage
Loan); plus


 


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


 


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


 


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


 


For
purposes of this Agreement, (i) the “Repurchase Price” in respect of a Serviced Companion Loan that is
purchased by the related Mortgage Loan Seller shall be the repurchase price paid by the related Mortgage Loan Seller as
calculated under the related Other Pooling and Servicing Agreement or the applicable servicing agreement,


 






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(ii) with
respect to a sale of an REO Property securing a Serviced Loan Combination, the term Mortgage Loan or REO Loan shall be
construed to include any related Companion Loans, and (iii) with respect to a Joint Mortgage Loan, the “Repurchase
Price” for each of the applicable Mortgage Loan Sellers shall be its respective percentage interest as of the Closing
Date of the total Repurchase Price for such Joint Mortgage Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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“Resolution
Extension Period”: Any of the following:


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 


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


 


“S&P”:
Standard and Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or its successor
in interest. If neither such rating agency nor any successor remains in existence, “S&P” shall be deemed to refer
to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor,
notice of which designation shall be given to the other parties hereto, and specific ratings of S&P herein referenced shall
be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


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


 


“Serviced
Companion Loan”: With respect to any Serviced Loan Combination, any related mortgage loan not included in the
Trust that is serviced under this Agreement and that is generally (a) payable on a pari passu basis with the
related Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement or
(b) subordinated in right of payment to the related Mortgage Loan included in the Trust to the extent set forth in the
related Intercreditor Agreement. The Equity Inns Portfolio Companion Loans, the Harvey


 






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Building Products
Portfolio Companion Loans and the Springfield Mall Companion Loan are Serviced Companion Loans related to the Trust. With
respect to the 32 Avenue of the Americas Companion Loans, (i) prior to the 32 Avenue of the Americas Pari Passu Note A-1
Securitization Date, each 32 Avenue of the Americas Companion Loan shall be a Serviced Companion Loan and (ii) on and after
the 32 Avenue of the Americas Pari Passu Note A-1 Securitization Date, each 32 Avenue of the Americas Companion Loan shall be
a Non-Serviced Companion Loan.


 


“Serviced
Companion Loan No Downgrade Confirmation”: With respect to any matter involving the servicing and administration of
a Serviced Companion Loan or Serviced REO Loan as to which any Serviced Companion Loan Securities exist, confirmation in
writing (which may be in electronic form) by each applicable Serviced Companion Loan Rating Agency that a proposed action,
failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification
of the then current rating assigned to any class of such Serviced Companion Loan Securities (if then rated by such Serviced
Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from a Serviced
Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Serviced
Companion Loan Rating Agency Confirmation is sought (such written notice, a “Serviced Companion Loan Rating Agency
Declination”), or as otherwise provided in Section 3.30 of this Agreement, the requirement for the Serviced
Companion Loan Rating Agency Confirmation from the applicable Serviced Companion Loan Rating Agency with respect to such
matter shall not apply; and provided further that no Serviced Companion Loan No Downgrade Confirmation shall be
required to the extent that the related Other Pooling and Servicing Agreement does not require the delivery of a “no
downgrade confirmation” or “rating agency confirmation” or any analogous concept for loans (taking into
consideration any size and/or percentage of the related mortgage pool requirements) serviced under such Other Pooling and
Servicing Agreement.


 


“Serviced Companion
Loan Noteholder”: Any holder of a Serviced Companion Loan; provided that for so long as a Serviced Companion Loan
is included in an Other Securitization, for purposes of providing or distributing any reports, statements, notices or other information
required or permitted to be provided to a Serviced Companion Loan Noteholder hereunder, “Serviced Companion Loan Noteholder”
shall also include the related Other Servicer.


 


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


 


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


 


“Serviced Companion
Loan Securities”: With respect to any Serviced Companion Loan, for so long as the related Mortgage Loan or any successor
Serviced REO Loan is part of the Mortgage Pool, any class of securities backed by such Serviced Companion


 






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


 


“Serviced Companion
Loan Service Provider”: With respect to any Serviced Companion Loan that has been deposited into a securitization trust,
the related Other Trustee, Other Servicer, Other Special Servicer, any sub-servicer and any other Person that makes principal and/or
interest advances in respect of such mortgage loan pursuant to the related Other Pooling and Servicing Agreement.


 


“Serviced Loan
Combination”: Any Loan Combination serviced under this Agreement that is divided into one or more notes, which includes
a mortgage note that is included in the Trust and (a) one or more Subordinate Companion Loans not included in the Trust and/or
(b) one or more Pari Passu Companion Loans not included in the Trust. References herein to a Serviced Loan Combination shall
be construed to refer to the aggregate indebtedness under the related notes. Each of the Equity Inns Portfolio Loan Combination,
the Harvey Building Products Portfolio Loan Combination and the Springfield Mall Loan Combination is a Serviced Loan Combination
related to the Trust. With respect to the 32 Avenue of the Americas Loan Combination, (i) prior to the 32 Avenue of the Americas
Pari Passu Note A-1 Securitization Date, the 32 Avenue of the Americas Loan Combination shall be a Serviced Loan Combination and
(ii) on and after the 32 Avenue of the Americas Pari Passu Note A-1 Securitization Date, the 32 Avenue of the Americas Loan Combination
shall be a Non-Serviced Loan Combination.


 


“Serviced Loan
Combination Collection Account”: With respect to each Serviced Loan Combination, the separate account or sub-account
created and maintained by the Master Servicer pursuant to Section 3.05(g) on behalf of the Certificateholders and the
related Serviced Companion Loan Noteholders, which shall be entitled “Wells Fargo Bank, National Association, as Master Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2015-LC23 Mortgage Trust
Commercial Mortgage Pass-Through Certificates, Serviced Loan Combination Collection Account.” Amounts in any Serviced Loan
Combination Collection Account applicable to the related Serviced Companion Loans shall not be assets of the Trust Fund, but instead
shall be held by the Master Servicer on behalf of the Trust Fund (in respect of amounts reimbursable therefrom) and, the related
Serviced Companion Loan Noteholders. Any such account or sub-account shall be an Eligible Account or a sub-account of an Eligible
Account (including a sub-account of the Collection Account).


 


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


 






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


 


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


 


“Serviced Pari
Passu Companion Loan”: With respect to any Serviced Loan Combination, any related mortgage note not included in the
Trust that is serviced under this Agreement and that is generally payable on a pari passu basis with the related Mortgage
Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. The Equity Inns Portfolio Companion
Loans, the Harvey Building Products Portfolio Companion Loans and the Springfiled Mall Companion Loan are Serviced Pari Passu
Companion Loans related to the Trust. With respect to the 32 Avenue of the Americas Companion Loans, (i) prior to the 32 Avenue
of the Americas Pari Passu Note A-1 Securitization Date, each 32 Avenue of the Americas Companion Loan shall be a Serviced Pari
Passu Companion Loan, and (ii) on and after the 32 Avenue of the Americas Pari Passu Note A-1 Securitization Date, each 32 Avenue
of the Americas Companion Loan shall be a Non-Serviced Pari Passu Companion Loan.


 


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


 


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


 


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


 


“Serviced Subordinate
Companion Loan”: With respect to any Serviced Loan Combination, any related subordinated mortgage note not included in
the Trust that is serviced under this Agreement and that is generally subordinated in right of payment to the related Mortgage
Loan included in the Trust to the extent set forth in the related Intercreditor Agreement. There are no Serviced Subordinate Companion
Loans related to the Trust.


 


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


 


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


 


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


 






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


 


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


 


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


  


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


 


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


 


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


 


“Servicing Function
Participant”: Any Person, other than the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or the Operating Advisor, that, within the meaning of Item 1122 of Regulation AB, is performing activities that address the


 






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Servicing Criteria, unless
such Person’s activities relate only to 5% or less of the Mortgage Loans (based on their Stated Principal Balance) or the
Master Servicer has assumed responsibility for the servicing activity, as provided for under Regulation AB. No Non-Serviced Mortgage
Loan Service Provider shall be a Servicing Function Participant retained by any Servicing Function Participant that is a party
to this Agreement, unless such party is a Servicing Function Participant in connection with its servicing obligations under this
Agreement.


 


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


 


“Servicing Shift
Lead Note”: With respect to any Servicing Shift Loan Combination, as of any date of determination, the note or other
evidence of indebtedness and/or agreements evidencing the indebtedness of a Borrower under such Servicing Shift Loan Combination
including any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related
Other Securitization will cause servicing to shift from this Pooling and Servicing Agreement to the related Other Pooling and Servicing
Agreement pursuant to the terms of the related Intercreditor Agreement for such Servicing Shift Loan Combination. As of the Closing
Date, the 32 Avenue of the Americas Pari Passu Note A-1 will be a Servicing Shift Lead Note related to the Trust.


 


“Servicing Shift
Lead Note Securitization Date”: With respect to any Servicing Shift Loan Combination, the date on which the related Servicing
Shift Lead Note is included in a related Other Securitization, provided that such holder of a Servicing Shift Lead Note provides
each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Other
Securitization) with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead
Note is to be included in such Other Securitization, which notice shall include contact information for the related Other Servicer,
the Other Special Servicer and the Other Trustee. The 32 Avenue of the Americas Pari Passu Note A-1 Securitization Date is a Servicing
Shift Lead Note Securitization Date related to the Trust.


 


“Servicing Shift
Loan Combination”: Any Loan Combination serviced under the Pooling and Servicing Agreement as of the Closing Date, which
includes the related Servicing Shift Mortgage Loan included in the Issuing Entity and one or more Pari Passu Companion Loans not
included in the Issuing Entity, but the servicing of which is expected to shift to the pooling and servicing agreement entered
into in connection with the securitization of the related Controlling Companion Loan on and after the date of such securitization.
As of the Closing Date, the 32 Avenue of the Americas Loan Combination will be a Servicing Shift Loan Combination related to the
Trust.


 






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“Servicing
Shift Mortgage Loan” With respect to any Servicing Shift Loan Combination, a Mortgage Loan included in the Issuing Entity
that will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling
and servicing agreement entered into in connection with the securitization of the related Controlling Companion Loan on and after
the date of such securitization. As of the Closing Date, the 32 Avenue of the Americas Mortgage Loan will be a Servicing Shift
Mortgage Loan related to the Trust.


 


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


 


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


 






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


 


but without
regard to any potential conflict of interest arising from (a) any relationship that the Master Servicer or the Special Servicer,
as the case may be, or any Affiliate of the Master Servicer or the Special Servicer, may have with the related Borrower, any Mortgage
Loan Seller, any other party to this Agreement or any Affiliate of the foregoing; (b) the ownership of any Certificate or
any interest in any Non-Serviced Companion Loan, Serviced Companion Loan or any mezzanine loan related to a Mortgage Loan by the
Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (c) the Master Servicer’s obligation
to make Advances; (d) the Master Servicer’s or the Special Servicer’s, as the case may be, right to receive compensation
for its services hereunder or with respect to any particular transaction; (e) the ownership, servicing or management for others
of any other mortgage loans or mortgaged properties by the Master Servicer or the Special Servicer or any Affiliate of the Master
Servicer or the Special Servicer, as applicable; (f) any debt that the Master Servicer or the Special Servicer or any Affiliate
of the Master Servicer or the Special Servicer, as applicable, has extended to any Borrower or an Affiliate of any Borrower (including,
without limitation, any mezzanine financing); and (g) any obligation of the Master Servicer or any Affiliate thereof, to repurchase
or substitute for a Mortgage Loan as Mortgage Loan Seller (if the Master Servicer or any Affiliate thereof is a Mortgage Loan Seller).


 


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


 


“Significant
Obligor”: (a) Any obligor (as defined in Item 1101(i) of Regulation AB) or group of affiliated obligors on any Mortgage
Loan or group of Mortgage Loans that represent, as of the Closing Date, 10% or more of the Mortgage Pool (by principal balance
as


 






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of the Cut-off Date); or (b) any single Mortgaged Property or group of Mortgaged Properties securing any Mortgage Loan or group
of cross collateralized and/or cross defaulted Mortgage Loans that represent, as of the Closing Date, 10% or more of the Mortgage
Pool (by principal balance as of the Cut-off Date). There are no Significant Obligors related to the Trust.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Distribution Date (or, in the case of a Serviced Companion
Loan, the “distribution date” under the related Other Pooling and Servicing Agreement) occurring on or immediately
following the date on which financial statements for such calendar quarter are required to be delivered to the related lender under
the related Loan Documents.


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Special Servicer
Decision”: Any of the following:


 


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


 


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


 


(c) approving an
annual budget submitted by a Borrower with respect to a Mortgage Loan with a DSCR below 1.25x (to the extent lender approval
is required under the related Loan Documents), if such budget includes material (more than 10%) increases in operating
expenses or payments to entities actually known by the Master Servicer to be affiliates of the related Borrower (excluding
affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan);


 


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


 


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


 


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


 


(g) any requests for
the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out” or “holdback” escrows or reserves, including the funding or disbursement of any such amounts
with respect to any of the Mortgage Loans identified on Exhibit U hereto but excluding any routine and/or customary escrow
and reserve fundings or disbursements for which the satisfaction of performance-related criteria is not required pursuant to the
terms of the related Loan Documents (for the avoidance of doubt, any request for the funding or disbursement of ordinary course
impounds, repair and replacement reserves, lender approved budget and


 






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operating expenses, and tenant improvements pursuant to an
approved lease, each in accordance with the Loan Documents or any other funding or disbursement as mutually agreed upon by the
Master Servicer and the Special Servicer, will not constitute a Special Servicer Decision);


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(a)          either
(i) with respect to such Mortgage Loan or Serviced Companion Loan, other than a Balloon Loan, a payment default shall
have occurred on such Mortgage Loan or Serviced Companion Loan at its Maturity Date or, if the Maturity Date of such Mortgage
Loan or Serviced Companion Loan has been extended in accordance herewith, a payment default occurs on such Mortgage Loan or
Serviced Companion Loan at its extended Maturity Date or (ii) with respect to a Balloon Loan, a payment default shall
have occurred with respect to the related Balloon Payment; provided, that if (A) the related Borrower is
diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer, who shall
promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only if no Consultation
Termination Event has occurred and is continuing) within 30 days after such default), (B) the related Borrower
continues to make its Assumed Scheduled Payment, (C) no other Servicing Transfer Event shall have occurred with respect
to such Mortgage Loan or Serviced Companion Loan and (D) for so long as no Control Termination Event has occurred and is
continuing, the Directing Holder consents, a Servicing Transfer Event will not occur until 60 days beyond the related
Maturity Date, unless extended by the Special Servicer in accordance with the Loan Documents, this Agreement and any related
Intercreditor Agreement; and provided, further, if the related Borrower delivers to the Master Servicer, who
shall have promptly delivered a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only if no
Consultation Termination Event has occurred and is continuing), on or before the 60th day after the related Maturity Date, a
refinancing commitment reasonably acceptable to the Special Servicer, and such Borrower continues to make its Assumed
Scheduled Payments (and no other Servicing Transfer Event shall have occurred with respect to that Mortgage Loan or Serviced
Companion Loan), a Servicing Transfer Event will not occur until the earlier of (1) 120 days beyond the related Maturity
Date or extended Maturity Date and (2) the termination of the refinancing commitment;


 


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


 


(c)          the
Master Servicer or Special Servicer (and, in the case of a determination by the Special Servicer, for so long as no Control Termination
Event has occurred and is continuing, with the consent of the Directing Holder and, with respect to any Serviced Loan Combination,
in consultation with the related Serviced Companion Loan Noteholders to the extent provided for in the related Intercreditor


 






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


 


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


 


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


 


(f)          the
related Borrower admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage
of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends
payment of its obligations;


 


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


 


(h)          the
Master Servicer or Special Servicer receives notice of the foreclosure or proposed foreclosure of any lien on the related Mortgaged
Property;


 


provided, that such Mortgage
Loan or Serviced Companion Loan will cease to be a Specially Serviced Loan (each, a “Corrected Mortgage Loan”)
(i) with respect to the


 






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


 


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


 


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


 


“Springfield
Mall Mortgage Loan”: As defined in the Preliminary Statement.


 


“Springfield
Mall Companion Loan”: As defined in the Preliminary Statement.


 


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


 


“Springfield
Mall Pari Passu Note A-2”: The promissory note designated as Note A-2, which evidences a portion of the Springfield
Mall Loan Combination. The Springfield Mall Pari Passu Note A-2 is not included in the Trust Fund and is pari passu in right
of payment to the Springfield Mall Pari Passu Note A-1, as set forth in the related Intercreditor Agreement. As of the Closing
Date, the Springfield Mall Pari Passu Note A-2 is held by CCRE.


 


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


 


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


 






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


 


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


 


“Sub-Servicer”:
Any Person engaged by the Master Servicer or the Special Servicer (including, for the avoidance of doubt, each Mortgage Loan
Seller Sub-Servicer and any primary servicer) to perform servicing activities with respect to one or more Mortgage Loans or
REO Loans.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer,
on the other hand, relating to servicing and administration of the Mortgage Loans as provided in Section 3.01(c) of this Agreement.


 


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


 


“Subordinate
Companion Loan”: With respect to any Loan Combination, any related Serviced Subordinate Companion Loan or Non-Serviced
Subordinate Companion Loan, as applicable and as the context may require.


 






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“Substitution
Shortfall Amount”: In connection with the substitution of one or more Replacement Mortgage Loans for one or more Removed
Mortgage Loans, the amount, if any, by which the Repurchase Price or aggregate Repurchase Price, as the case may be, for such Removed
Mortgage Loan(s) exceeds the initial Stated Principal Balance or aggregate initial Stated Principal Balance, as the case may be,
of such Replacement Mortgage Loan(s).


 


“Tax Returns”:
The federal income tax returns on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation,
or any successor forms, to be filed by the Certificate Administrator on behalf of each of the Upper-Tier REMIC and the Lower-Tier
REMIC due to its classification as a REMIC under the REMIC Provisions and the federal income tax return to be filed by the Certificate
Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E, part I of
subchapter J of the Code, together with any and all other information, reports or returns that may be required to be furnished
to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable provisions of federal
law or Applicable State and Local Tax Law.


 


“Terminated
Party”: As defined in Section 7.01(c) of this Agreement.


 


“Terminating
Party”: As defined in Section 7.01(c) of this Agreement.


 


“Termination
Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01 of this Agreement.


 


“Third Party
Appraiser”: A Person performing an Appraisal.


 


“Third Party
Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II environmental
report, seismic report, engineering report, structural report, property condition report or similar report, if any.


 


“TIA”:
The Trust Indenture Act of 1939, as amended.


 


“TIA Applicability
Determination”: As defined in Section 11.13 of this Agreement.


 


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R or Class LR Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.02(l)(ii) of this Agreement.


 


“Transferor
Letter”: As defined in Section 5.02(l)(ii) of this Agreement.


 


“Trust”
or “Trust Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of (in
each case, to the extent of the Trust Fund’s interest therein and specifically excluding any interest of any Serviced Companion
Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject to this Agreement, together


 






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with the Mortgage
Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect
of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage
Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the
Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts, the Distribution
Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest in any REO Account,
including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security
interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance
policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage
Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests,
and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower).


 


“Trust Ledger”:
Amounts deposited in the Collection Account or a Serviced Loan Combination Collection Account and attributable to the Mortgage
Loans or related Serviced Loan Combination, respectively, which are maintained pursuant to Section 3.06(a) and Section 3.06(b) of
this Agreement, as applicable, and held on behalf of the Trustee on behalf of the Certificateholders or held on behalf of the Trustee
on behalf of the Certificateholders and related Companion Loan Noteholders, as applicable.


 


“Trust REMICs”:
The Lower-Tier REMIC and the Upper-Tier REMIC.


 


“Trustee”:
Wilmington Trust, National Association, a national banking association, in its capacity as Trustee, or its successor in interest,
or any successor Trustee appointed as herein provided.


 


“Trustee/Certificate
Administrator Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount per Interest Accrual
Period equal to the product of (i) the Trustee/Certificate Administrator Fee Rate (adjusted to a monthly rate) multiplied
by (ii) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the immediately preceding Collection Period
(without giving effect to payments of principal on such Mortgage Loan on such Due Date). The Trustee/Certificate Administrator
Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt,
the Trustee/Certificate Administrator Fee with respect to each Mortgage Loan shall be payable from the Lower-Tier REMIC.


 


“Trustee/Certificate
Administrator Fee Rate”: A rate equal to 0.0047% per annum.


 






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“Underwriters”:
Deutsche Bank Securities Inc., Cantor Fitzgerald & Co. and Jefferies LLC and their respective successors in interest.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to Section 3.06(a) of this Agreement, as applicable, but that has not been recovered from the related Borrower or
otherwise from collections on or the proceeds of the Mortgage Loan or the applicable Serviced Loan Combination or Serviced REO
Property in respect of which the Advance was made.


 


“Unscheduled
Payments”: With respect to a Mortgage Loan and a Collection Period, all Net Liquidation Proceeds, Net Condemnation Proceeds
and Net Insurance Proceeds payable under such Mortgage Loan, the Repurchase Price of any Mortgage Loan that is repurchased or purchased
pursuant to Section 2.03(e), Section 3.16 or Section 9.01 of this Agreement, the Substitution Shortfall Amount with
respect to any substitution pursuant to Section 2.03(g) of this Agreement and any other payments under or with respect to
such Mortgage Loan not scheduled to be made, including Principal Prepayments received by the Master Servicer (but excluding Prepayment
Premiums or Yield Maintenance Charges, if any) during such Collection Period.


 


“Updated Appraisal”:
An Appraisal of a Mortgaged Property or Serviced REO Property, as the case may be, conducted subsequent to any appraisal performed
on or prior to the Cut-off Date and in accordance with Appraisal Institute standards, the costs of which shall be paid as a Property
Advance by the Master Servicer. Updated Appraisals shall be conducted by an Independent MAI appraiser selected by the Special Servicer.


 


“Updated Valuation”:
With respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination having a Stated Principal
Balance of $2,000,000 or higher, an Updated Appraisal. With respect to a Mortgage Loan having a Stated Principal Balance of less
than $2,000,000, an updated Small Loan Appraisal Estimate or an Updated Appraisal.


 


“Upper-Tier
Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by
the Certificate Administrator pursuant to Section 3.05(f) of this Agreement, which shall be entitled “Wells Fargo
Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as
Trustee, for the benefit of the Holders of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Upper-Tier Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The
Upper-Tier Distribution Account shall be an asset of the Upper-Tier REMIC.


 


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests, the Upper-Tier
Distribution Account and amounts held therein from time to time.


 






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


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificateholder or Class of Certificateholders.
At all times during the term of this Agreement, the percentage of Voting Rights assigned to each Class shall be: (a) 98%
to be allocated among the Certificateholders of the respective Classes of Sequential Pay Certificates in proportion to the Certificate
Balances of their Certificates, (b) 2% to be allocated among the Certificateholders of the Class XP-A, Class XS-A, Class X-B,
Class X-C, Class X-D, Class X-E and Class X-F Certificates (allocated to the Class XP-A, Class XS-A, Class X-B, Class
X-C, Class X-D, Class X-E and Class X-F Certificates on a pro rata basis based on their respective outstanding Notional
Amounts at the time of determination) and (c) 0%, in the case of the Class V, Class R and Class LR Certificates.
Voting Rights allocated to a Class of Certificateholders shall be allocated among such Certificateholders in proportion to
the Percentage Interests in such Class evidenced by their respective Certificates. Voting Rights allocated to a Class of Certificateholders
shall be allocated among such Certificateholders in proportion to the Percentage Interests in such Class evidenced by their respective
Certificates.


 


“Weighted Average
Net Mortgage Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the fraction
(expressed as a percentage) the numerator of which is the sum for all Mortgage Loans of the product of (i) the Net Mortgage
Pass-Through Rate for each such Mortgage Loan as of its respective Due Date in the month preceding the month in which such Distribution
Date occurs and (ii) the Stated Principal Balance of each such Mortgage Loan as of the immediately preceding Distribution
Date, and the denominator of which is the sum of the Stated Principal Balances of all Mortgage Loans as of the immediately preceding
Distribution Date.


 


“WFCM
2015-LC22 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of September 1, 2015,
between Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general
master servicer, Rialto Capital Advisors, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master
servicer and NCB special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National
Association, as certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as trust advisor,
entered into in connection with the issuance of WFCM 2015-LC22 Mortgage Trust Commercial Mortgage Pass-Through
Certificates.


 






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


 


“WHFIT Regulations”:
Treasury Regulations section 1.671-5, as amended.


 


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


 


“Withheld Amount”:
With respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, and with respect to each Distribution Date occurring
in January of each calendar year that is not a leap year and February of each calendar year, unless in either case
such Distribution Date is the final Distribution Date, an amount equal to one day’s interest at the Net Mortgage Pass-Through
Rate on the respective Stated Principal Balance as of the Due Date in the month preceding the month in which such Distribution
Date occurs, to the extent that a Monthly Payment or a P&I Advance is made in respect thereof.


 


The Withheld Amount for
each applicable Distribution Date for each Mortgage Loan that does not accrue interest on a 30/360 basis will be equal to 1/31
of the interest accrued in respect of the immediately preceding Due Date, to the extent a Monthly Payment or P&I Advance is
made in respect thereof.


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or, with respect to Property Advances, any Serviced Loan
Combination that includes a Serviced Pari Passu Companion Loan, the amount of any Advance made with respect to such Mortgage
Loan or Serviced Loan Combination on or before the date such Mortgage Loan or Serviced Loan Combination becomes (or, but for
the making of three monthly payments under its modified terms, would then constitute) a Corrected Mortgage Loan, together
with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not
reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Serviced Loan
Combination becomes a Corrected Mortgage Loan and (ii) the amount of such Advance becomes an obligation of the related
Borrower to pay such amount under the terms of the modified Loan Documents.


 


“Workout
Fee”: An amount equal to the lesser of (1) 1.0% of each collection of interest and principal (including scheduled
payments, prepayments (provided that a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan due to
a Material Defect or a Material Breach shall not be considered a prepayment for purposes of this definition), Balloon
Payments and payments at maturity, but excluding late payment charges, Default Interest and Excess Interest) received on a
Specially Serviced Loan that becomes a Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan, pursuant
to Section 3.12(c) of this Agreement and (2) $1,000,000, in the aggregate with respect to any particular workout of
a Specially Serviced Loan; provided that the Workout Fee with respect to any Corrected Mortgage Loan shall be capped
in accordance with Section 3.12(c) of this Agreement; provided, further that no Workout Fee shall be
payable by the Trust with respect to any Corrected Mortgage Loan if and to the extent that the Corrected Mortgage Loan became
a Specially Serviced Loan under clause (c) of the definition of “Specially Serviced Loan” (and no other
clause of such definition) and no event of default actually occurs, unless


 






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the Mortgage Loan or Serviced Companion Loan
is modified by the Special Servicer in accordance with the terms of this Agreement; provided, further that if a
Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Loan only because of an event described in
clause (a) of the definition of “Specially Serviced Loan” and the related collection of principal and
interest is received within 3 months following the related maturity date as a result of the related Mortgage Loan or
Serviced Companion Loan being refinanced or otherwise repaid in full, the Special Servicer shall not be entitled to collect a
Workout Fee out of the proceeds received in connection with such workout if such fee would reduce the amount available for
distributions to Certificateholders, but the Special Servicer may collect from the related Borrower and retain (x) a
workout fee, (y) such other fees as are provided for in the related Loan Documents and (z) other appropriate fees in
connection with such workout. The total amount of Workout Fees payable by the Trust with respect to any Corrected
Mortgage Loan and with respect to any particular workout (assuming, for the purposes of this calculation, that such Corrected
Mortgage Loan continues to perform throughout its term in accordance with the terms of the related workout) shall be reduced
by the amount of any and all related Offsetting Modification Fees received by the Special Servicer as additional servicing
compensation relating to such Corrected Mortgage Loan; provided that the Special Servicer shall be entitled to collect
such Workout Fees from the Trust until such time it has been fully paid such reduced amount. For the avoidance of doubt, the
Mortgage Loan Seller will be required to pay a Workout Fee in connection with a repurchase or substitution to the extent the
Special Servicer was entitled to such a fee and such fee was unpaid immediately prior to such repurchase or substitution or
was previously paid by the Trust and was not reimbursed by the related Borrower immediately prior to such repurchase or
substitution. In furtherance of the foregoing, upon a Specially Serviced Loan becoming a Corrected Mortgage Loan, the Special
Servicer shall provide the Master Servicer with a calculation of the total amount of Workout Fees expected to be payable by
the Trust with respect to such Corrected Mortgage Loan throughout its term (which calculation shall be reasonably acceptable
to the Master Servicer) and the total amount of related Offsetting Modification Fees received by the Special Servicer.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan or Serviced Loan Combination, the yield maintenance charge set forth in the
related Loan Documents; provided that, amounts shall be considered Yield Maintenance Charges pursuant to the allocation
set forth under Section 1.02(f) or Section 1.02(g), as applicable.


 


Section 1.02     Certain
Calculations. Unless otherwise specified herein, the following provisions shall apply:


 


(a)          All
calculations of interest with respect to the Mortgage Loans and Serviced Companion Loans (other than the Actual/360 Mortgage
Loans) and of Advances in respect thereof provided for herein shall be made on the basis of a 360-day year consisting of
twelve 30-day months. All calculations of interest with respect to the Actual/360 Mortgage Loans and of Advances provided in
respect thereof provided for herein shall be made as set forth in the Loan Documents for such Mortgage Loans and, if
applicable, Serviced Companion Loans, with respect to the calculation of the related Mortgage Rate. The Servicing Fee, the
Trustee/Certificate Administrator Fee, the CREFC® License Fee and the Operating Advisor Fee for each Mortgage
Loan or Serviced Loan Combination, as applicable, shall accrue on the 


 






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same basis as interest accrues on such Mortgage Loan or
Serviced Loan Combination, as applicable.


 


(b)          Any Mortgage Loan
or Serviced Loan Combination payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Certificate Administrator; provided, that for purposes of calculating distributions on the Certificates, Principal
Prepayments with respect to any Mortgage Loan or Serviced Loan Combination are deemed to be received on the date they are applied
in accordance with Section 3.01(b) of this Agreement to reduce the Stated Principal Balance of such Mortgage Loan or Serviced
Loan Combination on which interest accrues.


 


(c)          Except as otherwise
provided in the related Loan Documents or Intercreditor Agreement, any amounts received in respect of a Mortgage Loan or Serviced
Loan Combination as to which a default has occurred and is continuing in excess of Monthly Payments shall be applied to Default
Interest and other amounts due on such Mortgage Loan or Serviced Loan Combination prior to the application to late fees.


 


(d)          Allocations of
payments between a Mortgage Loan and the related Serviced Companion Loan in a Loan Combination shall be made in accordance with
the related Intercreditor Agreement.


 


(e)          If
an expense under this Agreement relates in the reasonable judgment of the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or the Paying Agent, as applicable, primarily to the administration of the Trust Fund, either Trust REMIC
or the Grantor Trust or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions
or the actual payment of any REMIC tax or expense, or Grantor Trust tax or expense or this Agreement states that any expense is
solely “an expense of the Trust Fund” or words of similar import, then such expense shall not be allocated to, deducted
or reimbursed from, or otherwise charged against any Serviced Companion Loan Noteholder and such Serviced Companion Loan Noteholder
shall not suffer any adverse consequences as a result of the payment of such expense.


 






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(f)          All
amounts collected by or on behalf of the Trust in respect of any Mortgage Loan (other than an REO Loan) in the form of
payments from the related Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (exclusive, if
applicable, in the case of a Mortgage Loan that is part of a Serviced Loan Combination, of any amounts payable to the holder
of the related Serviced Companion Loan, pursuant to the related Intercreditor Agreement) shall be allocated to amounts due
and owing under the related Loan Documents (including for principal and accrued and unpaid interest) in accordance with the
express provisions of the related Loan Documents and, with respect to any Mortgage Loan that is part of a Serviced Loan
Combination, the related Intercreditor Agreement; provided, absent such express provisions, all such amounts collected
(exclusive, if applicable, in the case of a Mortgage Loan that is part of a Serviced Loan Combination, of any amounts payable
to the holder of the related Serviced Companion Loan pursuant to the related Intercreditor Agreement) shall be deemed to be
allocated for purposes of collecting amounts due under the Mortgage Loan in the following order of priority:


 


(i)          as
a recovery of any unreimbursed Advances with respect to such Mortgage Loan and unpaid interest at the Advance Rate on such Advances
and, if applicable, unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Mortgage Loan;


 


(ii)          as
a recovery of Nonrecoverable Advances and any interest at the Advance Rate thereon to the extent previously reimbursed from and
allocated to principal collections with respect to such Mortgage Loan;


 


(iii)          to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on such Mortgage
Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest on
such Mortgage Loan at the related Mortgage Rate to, but not including, the Due Date in the Collection Period in which such collections
were received, over (B) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such
Mortgage Loan that have theretofore occurred under Section 4.07(d) of this Agreement in connection with Appraisal Reduction
Amounts (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest pursuant to clause (v)
below on earlier dates);


 


(iv)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of such Mortgage Loan then
due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if such Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


(v)          as
a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any)
in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d) of this
Agreement in connection with related Appraisal Reduction


 






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Amounts (to the extent that collections have not been allocated as recovery
of accrued and unpaid interest pursuant to this clause (v) on earlier dates);


 


(vi)         as
a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items relating to such Mortgage Loan;


 


(vii)        as
a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


(viii)       as
a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


(ix)          as
a recovery of any late payment charges, Default Interest and Excess Interest then due and owing under such Mortgage Loan;

 


(x)          as
a recovery of any Assumption Fees and Modification Fees then due and owing under such Mortgage Loan;


 


(xi)          as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent
fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees); and


 


(xii)         as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance.


 


provided that,
to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the Lender’s
rights under the related Loan Documents) with respect to any partial release of a Mortgaged Property (including in connection with
a condemnation and Mortgaged Property not assigned any significant value when the Mortgage Loan was originated) at a time when
the loan-to-value ratio of the related Mortgage Loan (or Serviced Loan Combination) exceeds 125% or would exceed 125% following
any partial release (based solely on the value of real property and excluding personal property and going concern value, if any)
must be collected and allocated to reduce the Stated Principal Balance of the Mortgage Loan (or Serviced Loan Combination) in the
manner permitted by such REMIC Provisions.


 


(g)          Collections by
or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of the costs of operating,
managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of an REO Property related to
a Serviced Loan Combination, exclusive of any amounts payable to the holder of the related Serviced Companion Loan pursuant to
the related Intercreditor Agreement) shall be deemed to be allocated for purposes of collecting amounts due under the Mortgage
Loan in the following order of priority:


 


(i)          as
a recovery of any unreimbursed Advances with respect to the related Mortgage Loan and interest at the Advance Rate on all Advances
and, if applicable,


 






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unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Mortgage Loan;


 


(ii)          as
a recovery of Nonrecoverable Advances and any interest at the Advance Rate thereon to the extent previously reimbursed from and
allocated to principal collections with respect to the related Mortgage Loan;


 


(iii)          to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the
related Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and
unpaid interest on such Mortgage Loan at the related Mortgage Rate to, but not including, the Due Date in the Collection
Period in which such collections were received, over (B) the cumulative amount of the reductions (if any) in the amount
of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d) of this
Agreement in connection with Appraisal Reduction Amounts (to the extent that collections have not been allocated as a
recovery of accrued and unpaid interest pursuant to clause (v) below on earlier dates);


 


(iv)         to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of the related Mortgage Loan
to the extent of its entire unpaid principal balance;


 


(v)          as
a recovery of accrued and unpaid interest on the related Mortgage Loan to the extent of the cumulative amount of the reductions
(if any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d)
of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not theretofore been
allocated as a recovery of accrued and unpaid interest pursuant to this clause (v) on earlier dates);


 


(vi)         as
a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under the related Mortgage Loan;


 


(vii)        as
a recovery of any late payment charges, Default Interest and Excess Interest then due and owing under the related Mortgage Loan;


 


(viii)       as
a recovery of any Assumption Fees and Modification Fees then due and owing under the related Mortgage Loan; and


 


(ix)          as
a recovery of any other amounts then due and owing under the related Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees).


 


(h)          The applications
of amounts received in respect of any Mortgage Loan pursuant to paragraph (f) of this Section 1.02 shall be determined by
the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of any Mortgage
Loan, or any REO Property pursuant to paragraph (g) of this Section 1.02 shall be determined by the Special Servicer in accordance
with the Servicing Standard.


 






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(i)          All net present
value calculations and determinations made hereunder with respect to the Mortgage Loans or a Mortgaged Property or REO Property
(including for purposes of the definition of “Servicing Standard”) shall be made in accordance with the Loan
Documents or, if the Loan Documents are silent, using the Calculation Rate.


 


(j)          For purposes of
calculations required herein, Excess Interest shall not be added to the outstanding principal balance of the Mortgage Loans notwithstanding
that the related loan documents may provide otherwise.


 


Section 1.03     Certain
Constructions. For purposes of this Agreement, references to the most or next most subordinate Class of Certificates
outstanding at any time shall mean the most or next most subordinate Class of Certificates then outstanding as among the
Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C,
Class D, Class E, Class F, Class G, Class H and Class J Certificates. For such purposes, the
Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, collectively, shall be
considered to be one Class. For purposes of this Agreement, each Class of Certificates (other than any Class of Class X
Certificates, the Class V Certificates, the Class R Certificates and the Class LR Certificates) shall be
deemed to be outstanding only to the extent its respective Certificate Balance has not been reduced to zero. For purposes of
this Agreement, the Class V Certificates shall be outstanding so long as any of the ARD Loans are outstanding. For purposes
of this Agreement, the Class R and Class LR Certificates shall be outstanding so long as the Trust Fund has not
been terminated pursuant to Section 9.01 of this Agreement or any other Class of Certificates remains outstanding. For
purposes of this Agreement, each of Class of Class X Certificates shall be deemed to be outstanding until its applicable
Notional Balance has been reduced to zero.


 


Notwithstanding anything
to the contrary contained herein, for purposes of this Agreement, each reference to any action by the Master Servicer or Special
Servicer that is subject to the consent or approval of the Directing Holder shall in each case be further subject to the determination
by the Master Servicer or Special Servicer that taking or refraining from taking the action as proposed by the Directing Holder,
or not taking such action as proposed by the Master Servicer or Special Servicer if the Directing Holder fails to grant its consent
or approval to any action proposed to be taken by the Master Servicer or Special Servicer, in each case, is consistent with the
Servicing Standard. In each case, (a) if the response by the Directing Holder hereunder is inconsistent with the Servicing
Standard, the Master Servicer or the Special Servicer shall take such action as is consistent with the Servicing Standard,
and (b) if the Master Servicer or Special Servicer determines that immediate action is necessary to protect the interests
of the Certificateholder and, in the case of any Serviced Loan Combination, the related Serviced Companion Loan Noteholders, (as
a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted a single
lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account the subordinate
nature of such Subordinate Companion Loan)) and has made a reasonable effort to contact the Directing Holder, it may take such
action without waiting for a response from the Directing Holder.



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Section 1.04     Certain
Matters Relating to the Non-Serviced Mortgage Loan. Each Other Servicer, Other Special Servicer, Other Depositor, Other
Operating Advisor and Other Trustee, and any of their respective directors, officers, employees or agents (collectively, the
“Other Indemnified Parties”), shall be indemnified by the Trust and held harmless against the
Trust’s pro rata share (subject to the related Intercreditor Agreement) of any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, liabilities, fees and
expenses incurred in connection with servicing and administration of or any actual or threatened legal action or claim
relating to the related Non-Serviced Mortgage Loan under the related Other Pooling and Servicing Agreement, this Agreement or
the related Intercreditor Agreement (but excluding any such losses allocable to the related Companion Loans); provided
that such indemnification will not extend to any losses, liabilities, costs or expenses: (i) specifically required to be
borne by such party, without right of reimbursement, pursuant to the terms of the related Other Pooling and Servicing
Agreement; (ii) incurred in connection with any legal action or claim against such party resulting from any breach of a
representation or warranty made by such person under the related Other Pooling and Servicing Agreement or (iii) incurred in
connection with any legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence
in the performance of such person’s obligations and duties under the related Other Pooling and Servicing Agreement or
the related Intercreditor Agreement or resulting from negligent disregard of such obligations and duties.


 


In connection with the
securitization of any Serviced Companion Loan while it is a Serviced Companion Loan, upon the request of (and at the expense of)
the related Companion Loan Noteholders, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the
Trustee, as applicable, shall use reasonable efforts to cooperate with such Companion Loan Noteholders in attempting to cause the
related Borrower to provide information relating to the related Serviced Loan Combination and the related notes, and that such
holders reasonably determine to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other
Securitization.


 


On and after the 32
Avenue of the Americas Pari Passu Note A-1 Securitization Date, the 32 Avenue of the Americas Loan Combination shall be a
“Non-Serviced Loan Combination,” each  32 Avenue of the Americas Pari Passu Companion Loan shall be a
“Non-Serviced Pari Passu Companion Loan” and a “Non-Serviced Companion Loan”, and the 32 Avenue of
the Americas Mortgage Loan shall be a “Non-Serviced Mortgage Loan”.


 


On the 32 Avenue of
the Americas Pari Passu Note A-1 Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the
Mortgage File (other than the 32 Avenue of the Americas Pari Passu Note A-4, the original of which shall be retained by the Custodian)
for the 32 Avenue of the Americas Loan Combination to the Other Trustee under the related Other Pooling and Servicing Agreement
and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage
Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Lead
Note Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing
File for the 32 Avenue of the Americas Loan Combination, and any Escrow Payments, reserve funds


 






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and originals
of items specified in Sections 2.01(a)(xix) and (xx) for the 32 Avenue of the Americas Loan Combination, to the Other Servicer
on the related Servicing Shift Lead Note Securitization Date.


 


Upon receipt of notice
from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the
related Servicing Shift Lead Note Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release
of the Mortgage File on the related Servicing Shift Lead Note Securitization Date and transfer (and cooperate with reasonable requests
in connection with such transfer of) the Servicing File to the related Other Servicer identified to it pursuant to the related
notice from the related Mortgage Loan Seller on the related Servicing Shift Lead Note Securitization Date.


 


Article II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01     Conveyance
of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements. (a)  The Depositor, concurrently with the
execution and delivery hereof on the Closing Date, does hereby establish a trust designated as “COMM 2015-LC23 Mortgage
Trust,” appoint the Trustee as trustee of the Trust Fund and sell, transfer, assign, set over and otherwise convey to
the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and
to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security
interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and
a security interest in all Reserve Accounts, Lock-Box Accounts, Cash Collateral Accounts and all other assets to the extent
included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes
all interest and principal due on or with respect to the Mortgage Loans after the Cut-off Date and, in the case of a Mortgage
Loan included in a Loan Combination, is subject to the related Intercreditor Agreement. Transfer and assignment of a
Non-Serviced Mortgage Loan and the right to service a Non-Serviced Mortgage Loan is further subject to the terms and
conditions of the Other Pooling and Servicing Agreement and the related Intercreditor Agreement. The Depositor, concurrently
with the execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee
without recourse (except to the extent provided herein), for the benefit of the Certificateholders and the Serviced Companion
Loan Noteholders, all the right, title and interest of the Depositor in, to and under the Mortgage Loan Purchase Agreements
as provided therein (excluding Sections 6(e)-(g) of each Mortgage Loan Purchase Agreement, the
representations, warranties and covenants in favor of the Depositor set forth in clause (viii) of
Section 4(b) of each Mortgage Loan Purchase Agreement and the Depositor’s rights and remedies with respect to
a breach thereof, and excluding the Depositor’s rights and remedies under the Indemnification Agreements) to the extent
related to any Mortgage Loan. The Depositor shall cause the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts
relating to the Mortgage Loans to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as
successor to the Mortgage Loan Sellers.


 









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With respect to any Mortgage
Loan that is subject to an Intercreditor Agreement, the parties hereto intend that the provisions of this Section 2.01(a) serve
as an assignment and assumption agreement between the Depositor, as the assignor, and the Trustee on behalf of the Trust, as the
assignee. Accordingly, the Depositor hereby (and in accordance with and subject to all other applicable provisions of this Agreement)
assigns, grants, sells, transfers, delivers, sets over, and conveys to the Trustee all right, title and interest of the Depositor
in, to and arising out of the related Intercreditor Agreement and the Trustee on behalf of the Trust hereby accepts (subject to
applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of the Depositor
with respect to related Intercreditor Agreement from and after the Closing Date. In addition, the Trustee acknowledges that any
such Mortgage Loan that is a Serviced Mortgage Loan shall be serviced pursuant to the terms of this Agreement.





 


In connection with such
transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Custodian, with copies to the Master Servicer
and the Special Servicer, the following documents or instruments with respect to each Mortgage Loan and each Serviced Companion
Loan (which, except for the Note referred to in clause (i) below, relate to the Serviced Loan Combination) so assigned (provided,
the original of documents specified in items (xix) and (xx) shall be delivered to the Master Servicer):


 


(i)          (A) the
original Note, bearing, or accompanied by, all prior or intervening endorsements, endorsed by the most recent endorsee prior to
the Trustee or, if none, by the Originator, without recourse, either in blank or to the order of the Trustee in the following
form: “Pay to the order of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2015-LC23
Mortgage Trust Commercial Mortgage Pass-Through Certificates, without recourse”; and (B) in the case of each related
Serviced Companion Loan, a copy of the executed Note for such Serviced Companion Loan;


 


(ii)          the
original (or a copy thereof certified from the applicable recording office) of the Mortgage and, if applicable, the originals
(or copies thereof certified from the applicable recording office) of any intervening assignments thereof showing a complete chain
of assignment from the Originator of the Mortgage Loan or Serviced Loan Combination to the most recent assignee of record thereof
prior to the Trustee, if any, in each case with evidence of recording indicated thereon;


 


(iii)          an
original or copy (if the related Mortgage Loan Seller or its designee, rather than the Custodian and its designee, is responsible
for the recording thereof) of an Assignment of the Mortgage, in recordable form (except for missing recording information and,
if delivered in blank, except for the name of the assignee), executed by the most recent assignee of record thereof prior to the
Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Wilmington Trust,
National Association, as Trustee, for the benefit of the Holders of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through
Certificates” (and, with respect to any Serviced Loan Combination, on behalf of any related Serviced Companion Loan Noteholders); 





 



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(iv)          (A) an
original or copy of any related security agreement (if such item is a document separate from the Mortgage) and, if applicable,
the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the Originator of the
related Mortgage Loan or Serviced Loan Combination to the most recent assignee thereof prior to the Trustee, if any; and (B) an
original assignment of any related security agreement (if such item is a document separate from the related Mortgage) executed
by the most recent assignee thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee
in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2015-LC23
Mortgage Trust Commercial Mortgage Pass-Through Certificates” (in such capacity and, with respect to any Serviced Loan Combination,
on behalf of any related Serviced Companion Loan Noteholders), which assignment may be included as part of the corresponding Assignment
of Mortgage referred to in clause (iii) above;




 


(v)          (A) stamped
or certified copies of any UCC financing statements and continuation statements which were filed in order to perfect (and
maintain the perfection of) any security interest held by the Originator of the Mortgage Loan or Serviced Loan Combination
(and each assignee of record prior to the Trustee) in and to the personalty of the Borrower at the Mortgaged Property (in
each case with evidence of filing or recording thereon) and which were in the possession of the related Mortgage Loan Seller
(or its agent) at the time the Mortgage Files were delivered to the Custodian, together with original UCC-3 assignments of
financing statements showing a complete chain of assignment from the secured party named in such UCC-1 financing statement to
the most recent assignee of record thereof prior to the Trustee, if any, and (B) if any such security interest is
perfected and the earlier UCC financing statements and continuation statements were in the possession of the related Mortgage
Loan Seller, an assignment of UCC financing statement by the most recent assignee of record prior to the Trustee or, if none,
by the Originator, evidencing the transfer of such security interest, either in blank or in favor of the Trustee in the
following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2015-LC23
Mortgage Trust Commercial Mortgage Pass-Through Certificates” (in such capacity and, with respect to any Serviced Loan
Combination, on behalf of any related Serviced Companion Loan Noteholders); provided that other evidence of filing or
recording reasonably acceptable to the Trustee may be delivered in lieu of delivering such UCC financing statements
including, without limitation, evidence of such filed or recorded UCC Financing Statement as shown on a written UCC search
report from a reputable search firm, such as CSC/LexisNexis Document Solutions, Corporation Service Company, CT Corporation
System and the like or printouts of on-line confirmations from such UCC filing or recording offices or authorized agents
thereof;


 


(vi)         the
original or a copy of the Loan Agreement relating to such Mortgage Loan or Serviced Loan Combination, if any;


 


(vii)        the
original or a copy of the lender’s title insurance policy issued in connection with the origination of the Mortgage Loan
or Serviced Loan Combination, together with all endorsements or riders (or copies thereof) that were issued with or


 



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subsequent
to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property, or, subject to
Section 2(d) of the applicable Mortgage Loan Purchase Agreement, a “marked up” commitment to insure marked
as binding and countersigned by the related insurer or its authorized agent (which may be a pro forma or specimen title
insurance policy which has been accepted or approved as binding in writing by the related title insurance company), or, subject
to Section 2(d) of the applicable Mortgage Loan Purchase Agreement, an agreement to provide the same pursuant to binding
escrow instructions executed by an authorized representative of the title company;


 


(viii)       (A) the
original or a copy of the related Assignment of Leases, Rents and Profits (if such item is a document separate from the
Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of
assignment from the Originator of the Mortgage Loan or Serviced Loan Combination to the most recent assignee of record
thereof prior to the Trustee, if any, in each case with evidence of recording thereon; and (B) an original or copy (if
the related Mortgage Loan Seller or its designee, rather than the Custodian and its designee, is responsible for the
recording thereof) of an assignment of any related Assignment of Leases, Rents and Profits (a “Reassignment of
Assignment of Leases, Rents and Profits”) (if such item is a document separate from the Mortgage), in recordable
form (except for missing recording information and, if delivered in blank, except for the name of the assignee), executed by
the most recent assignee of record thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor
of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the
Holders of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates” (in such capacity and, with
respect to any Serviced Loan Combination, on behalf of any related Serviced Companion Loan Noteholders), which assignment may
be included as part of the corresponding Assignment of Mortgage referred to in clause (iii) above;


 


(ix)          the
original or a copy of any environmental indemnity agreements and copies of any environmental insurance policies pertaining to
the related Mortgaged Property required in connection with origination of the related Mortgage Loan or Serviced Loan Combination
and copies of Environmental Reports;


 


(x)           copies
of the currently effective Management Agreements, if any, for the Mortgaged Properties;


 


(xi)          if
the Borrower has a leasehold interest in the related Mortgaged Property, the original or copy of the ground lease (or, with respect
to a leasehold interest where the Borrower is the lessee or the sublessee and that is a space lease or an air rights lease, the
original of such space lease or air rights lease), and any related lessor estoppel or similar agreement or a copy thereof; if
any;


 


(xii)         if
the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts
and the assignment thereof, if any, to the Trustee;





 



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(xiii)        if
any related Lock-Box Agreement or Cash Collateral Account Agreement is separate from the Mortgage or Loan Agreement, a copy thereof;
with respect to the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts, if any, a stamped or certified copy of the
UCC-1 financing statements, if any, submitted for filing with respect to the related mortgagee’s security interest in the
Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts and all funds contained therein (and UCC-3 assignments of financing
statements assigning such UCC-1 financing statements to the Trustee in the following form: “Wilmington Trust, National Association,
as Trustee, for the benefit of the Holders of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates”
(in such capacity and, with respect to any Serviced Loan Combination, on behalf of any related Serviced Companion Loan Noteholders));


 


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


 


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


 


(xvi)        the
original or a copy of the power of attorney (with evidence of recording thereon, if appropriate) granted by the related Borrower
if the Mortgage, Note or other document or instrument referred to above was signed on behalf of the Borrower pursuant to such
power of attorney;


 


(xvii)       with
respect to each Loan Combination, a copy of the related Intercreditor Agreement and, if applicable, a copy of the related Other
Pooling and Servicing Agreement;


 


(xviii)      with
respect to hospitality properties, a copy of the franchise agreement, if any, an original or copy of the comfort letter, if any,
and if, pursuant to the terms of such comfort letter, the general assignment of the Mortgage Loan is not sufficient to transfer
or assign the benefits of such comfort letter to the Trust, a copy of the notice to the franchisor of the transfer of such Mortgage
Loan or Serviced Loan Combination and/or a copy of the request for the issuance of a new comfort letter in favor of the Trust
(in each case, as and to the extent required pursuant to the terms of such comfort letter);


  



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(xix)        the
original (or copy, if the original is held by the Master Servicer or applicable Other Servicer pursuant to Section 2.01(c))
of any letter of credit held by the lender as beneficiary or assigned as security for such Mortgage Loan;


 


(xx)         the
appropriate assignment or amendment documentation related to the assignment to the Trust of any letter of credit securing such
Mortgage Loan (or copy thereof, if the original is held by the Master Servicer or applicable Other Servicer pursuant to Section 2.01(c))
which entitles the Master Servicer on behalf of the Trust to draw thereon; and


 


(xxi)        with
respect to any Mortgage Loan with related mezzanine debt or other subordinate debt (other than a Companion Loan), a co-lender
agreement, a subordination agreement or other intercreditor agreement,


 


provided that the original
assignments referred to in clauses (iii), (iv)(B), (viii)(B) and (xv)(B), may be in the form of one or more instruments in recordable
form in any applicable filing or recording offices.


 


Notwithstanding anything
to the contrary contained in this Section 2.01(a), (b) or (c) or in Section 2.02, in connection with a Servicing Shift Loan Combination
(1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other than the
endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the related Servicing
Shift Lead Note Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related
Other Pooling and Servicing Agreement, and (ii) such Servicing Shift Loan Combination becoming a Specially Serviced Loan prior
to such Servicing Shift Lead Note Securitization Date, in which case assignments and recordations shall be effected in accordance
with this Section 2.01(a) until the occurrence, if any, of such Servicing Shift Lead Note Securitization Date, (2) no letter of
credit need be amended (including, without limitation, to change the beneficiary thereon) until the earlier of (i) the related
Servicing Shift Lead Note Securitization Date, in which case such amendment shall be in accordance with the related Other Pooling
and Servicing Agreement and (ii) such Servicing Shift Loan Combination becoming a Specially Serviced Loan prior to such Servicing
Shift Lead Note Securitization Date in which case such amendment shall be effected in accordance with the terms of this Section
2.01, and (3) on and following such Servicing Shift Lead Note Securitization Date, the Person selling the related Servicing Shift
Lead Note to the related Other Depositor, at its own expense, shall be (a) entitled to direct in writing, which may be conclusively
relied upon by the Custodian, the Custodian to deliver the originals of all the Loan Documents relating to such Servicing Shift
Loan Combination in its possession (other than the original Note(s) evidencing such Servicing Shift Mortgage Loan) to the related
Other Trustee or the related Other Custodian, (b) if the right under clause (a) is exercised, required to cause the retention
by or delivery to the Custodian of photocopies of Loan Documents related to such Servicing Shift Loan Combination so delivered
to such Other Trustee or such Other Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated
by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in
the name of the related Other Trustee or related Other Custodian, (d) if the right


 






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under
clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed
and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection
with the transfer of, the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (xix) and (xx)
of Section 2.01(a) for such Servicing Shift Loan Combination to the related Other Servicer.


 


With respect to
Serviced Loan Combinations, except for the Note referred to in clause (i)(B) of the preceding paragraph, only a
single original set of the Loan Documents specified above is required to be delivered. With respect to a Non-Serviced
Mortgage Loan, (1) if the Custodian is not also the related Non-Serviced Loan Combination Custodian, the preceding document
delivery requirements will be met by the delivery by the applicable Mortgage Loan Seller to the Custodian of copies of the
documents specified above (other than the Note and intervening endorsements evidencing a Non-Serviced Mortgage Loan, with
respect to which the originals shall be required), including a copy of the Mortgage securing the applicable Non-Serviced
Mortgage Loan and copies of the companion notes and any assignments or other transfer documents referred to in
clause (i)(B) of the preceding paragraph as being in favor of the Trustee shall instead be in favor of the applicable
Other Trustee, or (2) if the Custodian is also the related Non-Serviced Loan Combination Custodian, the preceding document
delivery requirements will be met by the delivery by the applicable Mortgage Loan Seller to the Custodian of only the
original Note and intervening endorsements evidencing such Non-Serviced Mortgage Loan (and, if any document specified in
clauses (ii)-(xx) of the definition of “Mortgage File” above was not required to be delivered in connection with
the related Other Securitization, a copy of such document) and, with respect to the copies of documents contemplated by
clauses (ii)-(xx) of the definition of “Mortgage File” above that are not delivered to the Custodian: (A) the
Custodian represents and warrants to each other party hereto and for the benefit of the Certificateholders that, as of the
Closing Date, it acts as the related Non-Serviced Loan Combination Custodian for such Non-Serviced Mortgage Loan; and (B)(i)
the Custodian shall perform its duties under this Agreement (including, without limitation, Article II), and be liable to the
other parties hereto, with respect to such Non-Serviced Mortgage Loan as if such copies were required to be delivered
and included in the Mortgage File and as if the Non-Serviced Loan Combination Custodian’s receipt of the documents
contained in the “mortgage file” delivered under the related Other Pooling and Servicing Agreement constituted
delivery of those same documents to the Custodian under this Agreement, (ii) the Custodian shall not resign as the related
Non-Serviced Loan Combination Custodian without giving at least thirty (30) days’ advance written notice of resignation
to each other party hereto, (iii) if for any reason the Custodian shall resign as Custodian hereunder pursuant to this
Section 8.07 or resign as the related Non-Serviced Loan Combination Custodian or shall otherwise no longer act as Custodian
hereunder or as the related Non-Serviced Loan Combination Custodian, the Custodian shall include copies of the documents
contemplated by such clauses (ii)-(xx) of the definition of “Mortgage File” in the Mortgage File for such
Non-Serviced Loan Combination (provided that such documents were delivered in connection with the related Other
Securitization) that shall be maintained by it or any successor custodian hereunder.


 


With respect to the
Mortgage Loans, within 45 days after the Closing Date or, without limiting the requirements of the second paragraph of Section
2.01(b), after such later


 






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date
on which the Mortgage Loan Seller has received all the missing recording/filing information, each Mortgage Loan Seller will, or
will at the expense of such Mortgage Loan Seller retain a third party vendor to, except in the case of any Mortgage Loan that
is a Non-Serviced Mortgage Loan, (1) complete (to the extent necessary) and submit for recording in favor of the Trustee
in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2015-LC23
Mortgage Trust Commercial Mortgage Pass-Through Certificates” (and with respect to a Serviced Loan Combination, the related
Serviced Companion Loan Noteholders) in the appropriate public recording office (a) each Assignment of Mortgage referred
to in Section 2.01(a)(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of
Leases, Rents and Profits referred to in Section 2.01(a)(viii)(B) (if not otherwise included in the related Assignment
of Mortgage) which has not yet been submitted for recordation; and (2) complete (to the extent necessary) and file in the
appropriate public filing office each UCC assignment of financing statement referred to in Section 2.01(a)(v)(B) and (xiii)
which has not yet been submitted for filing or recording. Each such document shall reflect that the recorded original should be
returned by the public recording office to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an
alternative) following recording, and each such document shall reflect that the file copy thereof should be returned to the Custodian
or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following filing; provided that in those
instances where the public recording office retains the original Assignment of Mortgage or Reassignment of Assignment of Leases,
Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the recorded
original, at the expense of the Depositor. In the event that any such document or instrument in respect of any Mortgage Loan is
lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the related Mortgage Loan Seller shall
promptly prepare or cause the preparation of a substitute thereof or cure or cause the curing of such defect, as the case may
be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Custodian or such other third
party vendor as retained by the Mortgage Loan Seller for recording or filing, as appropriate, at such Mortgage Loan Seller’s
expense (as set forth in the related Mortgage Loan Purchase Agreement). In the event that any Mortgage Loan Seller receives the
original recorded or filed copy, each Mortgage Loan Seller will, promptly upon receipt of the original recorded or filed copy
(and in no event later than five Business Days following such receipt) deliver such original to the Custodian, with evidence of
filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances
where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits
or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations of the
related Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall be deemed to have been satisfied upon
delivery to the Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents
and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable.


 


If a Mortgage Loan Seller
cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original or a copy of the related lender’s title
insurance policy referred to in Section 2.01(a)(vii) solely because such policy has not yet been issued, the delivery requirements
of this Section 2.01 will be deemed to be satisfied as to such missing item, and such missing item will be deemed to have
been included in the related Mortgage File by


 






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delivery
to the Custodian of a binder marked as binding and countersigned by the title insurer or its authorized agent (which may be a
pro forma or specimen title insurance policy which has been accepted or approved as binding in writing by the related title
insurance company) or an acknowledged closing instruction or escrow letter, and the Mortgage Loan Seller will be required to deliver
to the Custodian, promptly following the receipt thereof, the original related lender’s title insurance policy (or a copy
thereof). Copies of recorded or filed Assignments of Mortgage, Reassignments of Assignment of Leases, Rents and Profits and UCC
assignments of financing statements shall be held by the Custodian.


 


Subject to the third
preceding paragraph, all original documents relating to the Mortgage Loans which are not delivered to the Custodian are and shall
be held by the Depositor or the Master Servicer (or a sub-servicer on its behalf), as the case may be, in trust for the benefit
of the Certificateholders and, insofar as they also relate to the Serviced Companion Loans, on behalf of and for the benefit of
the related Serviced Companion Loan Noteholders. In the event that any such original document, or in the case of a Serviced Companion
Loan, the original Note, is required pursuant to the terms of this Section to be a part of a Mortgage File in order to effectuate
the purposes of this Agreement, such document shall be delivered promptly to the Custodian.


 


(b)          In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, each of the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver to and deposit with or cause to be delivered to and deposited with, (i) the Custodian, on or before
the Closing Date, for each Mortgage Loan so assigned the Note (or a copy of the Note evidencing each related Serviced Companion
Loan), the original or a copy of the related Mortgage, the original or a copy of the title policy for each Mortgage Loan (subject
to the second-to-last paragraph under Section 2.01(a)), a copy of the related ground lease (or, with respect to a leasehold
interest where the Borrower is a lessee with respect to a space lease or air rights, a copy of the related space lease or air
rights lease), if applicable, for each Mortgage Loan and an original (or copy, if the original is held by the Master Servicer
pursuant to Section 2.01(c)) of any letters of credit held by the lender as beneficiary or assigned as security for the Mortgage
Loan, and, except as otherwise provided in the following paragraph, within 30 days following the Closing Date, the remaining
applicable documents referred to in Section 2.01(a) for each such Mortgage Loan or Serviced Companion Loan, in each
case with copies to the Master Servicer and (ii) the Master Servicer, on or before the Closing Date, all documents and records
that are part of each applicable Servicing File. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered,
as to any Mortgage Loan, the original Note, such Mortgage Loan Seller shall deliver a copy or duplicate original of such Note,
together with an affidavit certifying that the original thereof has been lost or destroyed and an indemnification in favor of
the Certificate Administrator, the Trustee and the Custodian.


 


If the applicable Mortgage
Loan Seller or the Depositor cannot deliver, or cause to be delivered, as to any Mortgage Loan (subject to any qualifications
provided for herein or in the related Mortgage Loan Purchase Agreement with respect to a Non-Serviced Mortgage Loan), the original
or a copy of any of the documents and/or instruments referred to in Section 2.01(a)(ii), Section 2.01(a)(iii), Section 2.01(a)(v),
Section 2.01(a)(viii), Section 2.01(a)(xiv) and Section 2.01(a)(xvi) and the UCC financing statements and UCC


 



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assignments
of financing statements referred to in Section 2.01(a)(xiii), with evidence of recording or filing thereon, solely because
of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation
or filing, or because such original recorded or filed document has been lost or returned from the recording or filing office and
subsequently lost, as the case may be, the delivery requirements of Section 2.01 shall be deemed to have been satisfied as
to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File, provided
that a copy of such document or instrument (without evidence of recording or filing thereon, but certified (which certificate
may relate to multiple documents and/or instruments) by the applicable public recording or filing office, the applicable title
insurance company or the related Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording
or filing, as the case may be) has been delivered to the Custodian within 45 days after the Closing Date, and either the original
of such missing document or instrument, or a copy thereof, with evidence of recording or filing, as the case may be, thereon,
is delivered to the Custodian within 180 days after the Closing Date (or within such longer period after the Closing Date
so long as the related Mortgage Loan Seller has provided the Custodian with evidence of such recording or filing, as the case
may be, or has certified to the Custodian as to the occurrence of such recording or filing, as the case may be, and is, as certified
to the Custodian no less often than quarterly, in good faith attempting to obtain from the appropriate county recorder’s
or filing office such original or copy, provided such extensions do not exceed 24 months in the aggregate).


 


(c)          Notwithstanding
anything herein to the contrary, with respect to the documents referred to in Section 2.01(a)(xix) and Section 2.01(a)(xx)
of this Agreement, the Master Servicer shall hold (or the applicable Other Servicer with respect to any Non-Serviced Mortgage
Loan will hold) the original of each such document in trust on behalf of the Trust (or the applicable Other Trust with respect
to any Non-Serviced Mortgage Loan) in order to draw on such letter of credit on behalf of the Trust (or the applicable Other Trust
with respect to any Non-Serviced Mortgage Loan) and the applicable Mortgage Loan Seller shall be deemed to have satisfied the
delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01 of this Agreement by delivering
the original of each such document to the Master Servicer (or the applicable Other Servicer with respect to any Non-Serviced Mortgage
Loan) who shall forward a copy of the applicable document to the Custodian (or the custodian in the applicable Other Securitization
with respect to any Non-Serviced Mortgage Loan). The applicable Mortgage Loan Seller shall pay any costs of assignment or amendment
of such letter of credit (which amendment shall change the beneficiary of the letter of credit to the Trust (or the applicable
Other Trust with respect to any Non-Serviced Mortgage Loan) in care of the Master Servicer (or the applicable Other Servicer with
respect to any Non-Serviced Mortgage Loan)) required in order for the Master Servicer (or the applicable Other Servicer with respect
to any Non-Serviced Mortgage Loan) to draw on such letter of credit on behalf of the Trust (or the applicable Other Trust with
respect to any Non-Serviced Mortgage Loan). In the event that the documents specified in Section 2.01(a)(xx) of this
Agreement are missing with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loans) because the related assignment
or amendment documents have not been completed, the applicable Mortgage Loan Seller shall take all necessary steps to enable the
Master Servicer to draw on the related letter of credit on behalf of the Trust including, if necessary, drawing on the letter
of credit in


 






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its
own name pursuant to written instructions from the Master Servicer and immediately remitting such funds (or causing such funds
to be remitted) to the Master Servicer.


 


(d)          With respect to
each Franchise Mortgage Loan, which are each subject to a franchise agreement with a related comfort letter in favor of the respective
Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter
to the Trust or otherwise have a new comfort letter issued in the name of the Trust, the related Mortgage Loan Seller or its designee
will be required to provide any such required notice or make any such required request to the related franchisor, with a copy of
such notice or request to the Master Servicer, within 45 days of the Closing Date (or any shorter period if required by the applicable
comfort letter), notify the related franchisor that such Mortgage Loan has been transferred to the Trust and request a replacement
comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter), and the
Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter,
if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter).


 


(e)          Notwithstanding
anything to the contrary contained herein, with respect to any Joint Mortgage Loan, the obligations of the related Mortgage
Loan Seller to deliver a Note to the Trustee, or a Custodian on its behalf, shall be limited to delivery of only the Note
held by such party to the Trustee, or Custodian on its behalf. With respect to any Joint Mortgage Loan, the obligations of
each Mortgage Loan Seller to deliver the remaining portion of the related Mortgage File or any document required to be
delivered with respect thereto shall be joint and several, provided that either of the related Mortgage Loan Sellers may
deliver one Mortgage File or one of any other document required to be delivered with respect to the Joint Mortgage Loan
hereunder and such delivery shall satisfy such delivery requirements for each of the related Mortgage Loan Sellers.


 


Section 2.02     Acceptance
by Custodian and the Trustee. By its execution and delivery of this Agreement, the Trustee acknowledges the assignment
to it of the Mortgage Loans in good faith without notice of adverse claims and declares that the Custodian holds and will
hold such documents and all others delivered to it constituting the Mortgage File (to the extent the documents constituting
the Mortgage File are actually delivered to the Custodian) for any Mortgage Loan assigned to the Trustee hereunder in trust,
upon the conditions herein set forth, for the use and benefit of all present and future Certificateholders and Serviced
Companion Loan Noteholders.


 


The Custodian hereby
certifies to each of the Directing Holder, the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor and each Mortgage Loan Seller that except as identified in the Custodian’s closing
date certification, which shall be delivered no later than two Business Days after the Closing Date substantially in the form
attached as Exhibit N-1 to this Agreement, (i) each Note (or copy thereof, with respect to any Serviced Companion
Loan) is in its possession and has been reviewed by the Custodian and (A) appears regular on its face (handwritten additions,
changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed
(where appropriate) and (C) purports to relate to such


 



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Mortgage
Loan and (ii) each of the documents specified in Section 2.01(a)(ii), Section 2.01(a)(vii), Section 2.01(a)(xi)
and Section 2.01(a)(xix) of this Agreement have been received, have been executed, appear to be what they purport to be,
purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise
defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. If the Custodian does
not send a closing date certification on the Closing Date, it shall send an email confirmation to the Trustee and the Depositor
that it has received all of the Notes (or copies or lost note affidavits as permitted), subject to any exceptions noted therein,
on the Closing Date.


 


On or about the
60th day following the Closing Date (and, if any exceptions are noted (which exceptions and any updates thereto shall also be
delivered electronically in Excel-compatible format), again on or about the 90th day following the Closing Date and monthly
thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the day on which all material
exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller (or, if applicable, its
affiliate) has repurchased or substituted for the last affected Mortgage Loan), the Custodian shall review each Mortgage File
and shall certify to each of the Controlling Class Representative, the Depositor, the Certificate Administrator, the Trustee,
the Master Servicer, the Special Servicer, the Operating Advisor and each Mortgage Loan Seller in the form attached as Exhibit N-2
to this Agreement that all documents (other than documents referred to in clauses (xix) and (xx) of
Section 2.01(a) of this Agreement, which shall be delivered to the Master Servicer and the documents referred to in
clauses (iii), (v)(B) and (viii)(B) of Section 2.01(a) of this Agreement and the assignments of financing
statements referred to in clause (xiii) of Section 2.01(a) of this Agreement, which shall be delivered for
filing or recording by the related Mortgage Loan Seller as provided herein) referred to in Section 2.01(a) above (in the
case of the documents referred to in Section 2.01(a)(iv), (vi), (viii), (ix), (x), (xii) through (xvi) and (xviii)
through (xx) of this Agreement, as identified to it in writing as a document required to be delivered by the related Mortgage
Loan Seller) and any original recorded documents included in the delivery of a Mortgage File have been received, have been
executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn in any
materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the Mortgage Loans identified
in the Mortgage Loan Schedule. In so doing, the Custodian may rely on the purported due execution and genuineness of any such
document and on the purported genuineness of any signature thereon. Notwithstanding the foregoing, with respect to
any Non-Serviced Mortgage Loan, the Custodian shall only be required to certify to each of the Controlling Class
Representative, the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor and each Mortgage Loan Seller that the document set forth in Section 2.01(a)(i)(A) has been received.


 


If at the conclusion
of such review any document or documents constituting a part of a Mortgage File have not been executed or received, have not been
recorded or filed (if required), are unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, appear not to be
what they purport to be or have been torn in any materially adverse manner or mutilated or otherwise defaced, the Custodian shall
promptly so notify (in the form attached as Exhibit M to this Agreement) the Trustee, the Directing Holder (but only
if no Consultation Termination Event has occurred and is continuing), the Depositor, the Certificate


 



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Administrator,
the Master Servicer, the Special Servicer, the Operating Advisor and the related Mortgage Loan Seller by providing a written report,
setting forth for each affected Mortgage Loan, with particularity, the nature of the defective or missing document. The Depositor
shall or shall cause the related Mortgage Loan Seller to deliver to the Custodian an executed, recorded or undamaged document,
as applicable, or, if the failure to deliver such document in such form constitutes a Material Defect, the Depositor shall cause
the related Mortgage Loan Seller to cure, repurchase or substitute for the related Mortgage Loan in the manner provided in Section 2.03(e)
of this Agreement. None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian or the Trustee
shall be responsible for any loss, cost, damage or expense to the Trust Fund resulting from any failure to receive any document
constituting a portion of a Mortgage File noted on such a report or for any failure by the Depositor to use its best efforts to
deliver any such document.


 


Contemporaneously with
its execution of this Agreement, the Depositor shall cause each Mortgage Loan Seller to deliver a power of attorney substantially
in the form of Exhibit C to the applicable Mortgage Loan Purchase Agreement to the Master Servicer and Special Servicer, that
permits such parties to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents
and/or instruments relating to any Mortgage Loan which have not been delivered, assigned or recorded at the time required for enforcement
by the Trust Fund. Pursuant to the related Mortgage Loan Purchase Agreement, each of the Mortgage Loan Sellers will be required
to effect (at the expense of the applicable Mortgage Loan Seller) the assignment and recordation of its respective Loan Documents
until the assignment and recordation of all such Loan Documents has been completed.


 


In reviewing any
Mortgage File pursuant to the third preceding paragraph or Section 2.01 of this Agreement, the Master Servicer shall
have no responsibility to cause the Custodian or Trustee to, and the Custodian or Trustee will have no responsibility to,
examine any opinions or determine whether any document is legal, valid, binding, sufficient, duly authorized or enforceable,
whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the
Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any
applicable jurisdiction, whether a blanket assignment is permitted in any applicable jurisdiction, or whether any Person
executing any document or rendering any opinion is authorized to do so or whether any signature thereon is genuine. 










 


The Custodian shall hold
that portion of the Trust Fund delivered to the Custodian consisting of “instruments” (as such term is defined in Section 9-102
of the Uniform Commercial Code as in effect in Minnesota on the date hereof) in Minnesota and, except as otherwise specifically
provided in this Agreement, shall not remove such instruments from Minnesota, as applicable, unless it receives an Opinion of Counsel
(obtained and delivered at the expense of the Person requesting the removal of such instruments from Minnesota) that if the transfer
of the Mortgage Loans to the Trustee is deemed not to be a sale, after such removal, the Trustee will possess a first priority
perfected security interest in such instruments.





 



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Section 2.03     Representations,
Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans. (a)  The Depositor hereby
represents and warrants that:


 


(i)          The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;


 


(ii)         The
Depositor has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it, and has
the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including,
but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement;


 


(iii)        This
Agreement has been duly and validly executed and delivered by the Depositor and assuming the due authorization, execution and delivery
of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal,
valid and binding obligations of the Depositor, enforceable in accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting
creditors’ rights generally, or by general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law);


 


(iv)        The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict
with any provision of its certificate of incorporation or bylaws, or any law or regulation to which the Depositor is subject,
or conflict with, result in a breach of or constitute a default under (or an event which with notice or lapse of time or both
would constitute a default under) any of the terms, conditions or provisions of any agreement or instrument to which the
Depositor is a party or by which it is bound, or any law, order or decree applicable to the Depositor, or result in the
creation or imposition of any lien on any of the Depositor’s assets or property, which would materially and adversely
affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;





 


(v)         The
certificate of incorporation of the Depositor provides that the Depositor is permitted to engage in only the following activities:


 


(A)          to
acquire, own, hold, sell, transfer, assign, pledge and otherwise deal with the following: (I) “fully-modified pass-through”
certificates (“GNMA Certificates”) issued and guaranteed as to timely payment of principal and interest by
the Government National Mortgage Association (“GNMA”), a wholly-owned corporate instrumentality of the United
States within the Department of Housing and Urban Development organized and existing under Title III of the National Housing Act
of 1934; (II) Guaranteed Mortgage Pass-Through Certificates (“FNMA Certificates”) issued and guaranteed
as to timely payment of principal and interest by FNMA; (III) Mortgage Participation Certificates (“FHLMC Certificates”)
issued and guaranteed as to timely payment


 



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of
interest and ultimate or full payment of principal by FHLMC; (IV) any other participation certificates, pass-through certificates
or other obligations or interests backed directly or indirectly by mortgage loans and issued or guaranteed by GNMA, FNMA or FHLMC
(collectively with the GNMA Certificates, FNMA Certificates and FHLMC Certificates, the “Agency Securities”);
(V) mortgage-backed securities, which securities need not be issued or guaranteed, in whole or in part, by any governmental
entity, issued by one or more private entities (hereinafter referred to as “Private Securities”); (VI) mortgage
loans secured by first, second or more junior liens on one-to-four family residential properties, multifamily properties that
are either rental apartment buildings or projects containing five or more residential units or commercial properties, regardless
of whether insured or guaranteed in whole or in part by any governmental entity, or participation interests or stripped interests
in such mortgage loans (“Mortgage Loans”); (VII) conditional sales contracts and installment sales or
loan agreements or participation interests therein secured by manufactured housing (“Contract”); and (VIII) receivables
of third-parties or other financial assets of third-parties, either fixed or revolving, that by their terms convert into cash
within a finite time period (“Other Assets”);


 


(B)          to loan
its funds to any person under loan agreements and other arrangements which are secured by Agency Securities, Private Securities,
Mortgage Loans, Contracts and/or Other Assets;


 


(C)          to authorize,
issue, sell and deliver bonds or other evidences of indebtedness that are secured by Agency Securities, Private Securities, Mortgage
Loans, Contracts and/or Other Assets;


 


(D)          to authorize,
issue, sell and deliver certificates evidencing beneficial ownership interests in pools of Agency Securities, Private Securities,
Mortgage Loans, Contracts and/or Other Assets; and




 


(E)          to engage
in any activity and to exercise any powers permitted to corporations under the laws of the State of Delaware that are incident
to the foregoing and necessary or convenient to accomplish the foregoing.


 


Capitalized terms defined in
this clause (v) shall apply only to such clause;


 


(vi)          There
is no action, suit, proceeding or investigation pending or threatened against the Depositor in any court or by or before any other
governmental agency or instrumentality which would materially and adversely affect the ability of the Depositor to carry out its
obligations under this Agreement;


 


(vii)         No
consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or
body, is required for the execution, delivery and performance by the Depositor of or compliance by the Depositor with this Agreement,
or if required, such approval has been obtained prior to the Cut-off Date; and





 



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(viii)        The
Trustee, if not the owner of the related Mortgage Loan, will have a valid and perfected security interest of first priority in
each of the Mortgage Loans and any proceeds thereof.


 


(b)           The Depositor
hereby represents and warrants with respect to each Mortgage Loan that:


 


(i)             Immediately
prior to the transfer and assignment to the Trustee by the Depositor, the Note and the Mortgage were not subject to an assignment
or pledge, and the Depositor had good title to, and was the sole owner of, the Mortgage Loan and had full right to transfer and
sell the Mortgage Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest;
provided, that, in the case of a Non-Serviced Mortgage Loan, the related Mortgage has been (or will be) assigned to the
Other Trustee under the Other Pooling and Servicing Agreement for the benefit of the holders of securities issued in connection
with the related Other Securitization, as applicable;


 


(ii)           The
Depositor is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any
nature encumbering such Mortgage Loan;


 


(iii)          The
related Assignment of Mortgage constitutes the legal, valid and binding assignment of such Mortgage from the Depositor to the Trustee,
and any related Reassignment of Assignment of Leases, Rents and Profits constitutes the legal, valid and binding assignment from
the Depositor to the Trustee; and


 


(iv)          No
claims have been made by the Depositor under the lender’s title insurance policy, and the Depositor has not done anything
which would impair the coverage of such lender’s title insurance policy.


 



(c)            It is understood
and agreed that the representations and warranties set forth in this Section 2.03 shall survive delivery of the respective
Mortgage Files to the Custodian until the termination of this Agreement, and shall inure to the benefit of the Certificateholders,
any Serviced Companion Loan Noteholders, Certificate Administrator, the Trustee, the Custodian, the Master Servicer and the Special
Servicer.


 


(d)           If
the Master Servicer or the Special Servicer (i) receives a Repurchase Communication of a request or demand for repurchase
or replacement of a Mortgage Loan because of a Breach or a Defect (each as defined below) (any such request or demand, a “Repurchase
Request”, and the Master Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request,
the “Repurchase Request Recipient” with respect to such Repurchase Request); (ii) receives a Repurchase Communication
of a withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”),
(iii) receives a Repurchase Communication that any Mortgage Loan that was subject to a Repurchase Request has been repurchased
or replaced (a “Repurchase”), or (iv) receives a Repurchase Communication of the rejection of a Repurchase
Request (a “Repurchase Request Rejection”), then such Person shall deliver written notice of such


 



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Repurchase
Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection (each such notice, a “Rule 15Ga-1
Notice”) to the Depositor, Master Servicer, Special Servicer and the related Mortgage Loan Seller, in each case within
ten Business Days from such party’s receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request
Withdrawal, Repurchase or Repurchase Request Rejection, as applicable; provided however, if the Master Servicer receives notice
of a Repurchase Request Withdrawal or Repurchase Request Rejection from the Special Servicer (which notice copies the Depositor
and the related Mortgage Loan Seller), the Master Servicer shall have no obligation to deliver such notice to any other party;
provided, further, if the Special Servicer receives notice of a Repurchase Request Withdrawal or Repurchase Request Rejection
from the Master Servicer (which notice copies the Depositor and the related Mortgage Loan Seller), the Special Servicer shall
have no obligation to deliver such notice to any other party.


 


Each Rule 15Ga-1
Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the Repurchase Communication of the
Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, was received and
(iii) in the case of a Repurchase Request, (A) the identity of the Person making such Repurchase Request, (B) if
known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (C) a statement from the Repurchase
Request Recipient as to whether it currently plans to pursue such Repurchase Request.


 


No Person that is required
to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(d) (a “Rule 15Ga-1 Notice Provider”)
shall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney
work product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided
pursuant to this Section 2.03(d) is so provided only to assist the related Mortgage Loan Seller, the Depositor and its Affiliates
to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law
or regulation and (ii) (A) no action taken by, or inaction of, a Rule 15Ga-1 Notice Provider and (B) no information
provided pursuant to this Section 2.03(d) by a Rule 15Ga-1 Notice Provider, shall be deemed to constitute a waiver or
defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider may have with respect to the related Mortgage
Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.


 


In the event that the
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor or the Custodian receives a Repurchase Communication
of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication
of such Repurchase Request or Repurchase Request Withdrawal to the Master Servicer, if relating to a Performing Loan, or to the
Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement in the related
correspondence: “This is a “Repurchase Request [Withdrawal]” under Section 2.03(d) of the Pooling and Servicing
Agreement relating to the COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates requiring action by you
as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”. Upon receipt of such Repurchase
Communication of such Repurchase Request or Repurchase Request Withdrawal by the Master Servicer or the Special Servicer, as applicable,
such party shall be


 



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deemed
to be the Repurchase Request Recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal,
and such party shall comply with the procedures set forth in this Section 2.03(d) with respect to such Repurchase Request
or Repurchase Request Withdrawal. In no event shall the Custodian, by virtue of this provision, be required to provide any notice
other than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.


 


(e)          A
“Defect” shall exist with respect to a Mortgage Loan if any document constituting a part of the related Mortgage File
has not been delivered within the time periods provided for in the related Mortgage Loan Purchase Agreement, has not been properly
executed, is missing, does not appear to be regular on its face or contains information that does not conform in any material
respect with the corresponding information set forth in the Mortgage Loan Schedule. A “Breach” shall mean a breach
of any representation or warranty of any Mortgage Loan Seller made pursuant to the related Mortgage Loan Purchase Agreement with
respect to any Mortgage Loan. If any party hereto discovers or receives notice of a Defect or a Breach, and if such Defect is
a Material Defect or such Breach is a Material Breach, as applicable, then such party, on behalf of the Trust Fund, shall give
prompt written notice thereof to the related Mortgage Loan Seller, the other parties hereto, the 17g-5 Information Provider (who
shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement),
the related Serviced Companion Loan Noteholder (if any) and, for so long as no Consultation Termination Event has occurred and
is continuing, the Directing Holder. If any such Defect or Breach materially and adversely affects the value of any Mortgage Loan,
the value of the related Mortgaged Property or the interests of the Trustee in any Mortgage Loan or Mortgaged Property, or causes
the related Mortgage Loan to be other than a “qualified mortgage” (within the meaning of Section 860G(a)(3) of
the Code, without regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) which causes a defective mortgage loan to be
treated as a “qualified mortgage”), then such Defect shall constitute a “Material Defect” or such Breach
shall constitute a “Material Breach,” as the case may be; provided, that if any of the documents specified
in Section 2.01(a)(i), Section 2.01(a)(ii), Section 2.01(a)(vii), Section 2.01(a)(xi) and Section 2.01(a)(xix)
of this Agreement are not delivered as required in the related Mortgage Loan Purchase Agreement, it shall be deemed a Material
Defect. The Custodian, the Certificate Administrator and the Trustee shall not be required to make any such determination. Promptly
upon receiving written notice of any such Material Defect or Material Breach with respect to a Mortgage Loan, accompanied by a
written demand to take the actions contemplated by this sentence from any party hereto, on behalf of the Trust Fund, the applicable
Mortgage Loan Seller (or, if applicable, its affiliate) shall, not later than 90 days from the applicable Mortgage Loan Seller’s
receipt of such notice of such Material Defect or Material Breach, as the case may be (or, in the case of a Material Defect or
Material Breach relating to a Mortgage Loan not being a “qualified mortgage” as described in the second preceding
sentence, not later than 90 days after the Mortgage Loan Seller or any party hereto discovering such Material Defect or Material
Breach, provided that the related Mortgage Loan Seller has received notice in accordance with the terms of the related Mortgage
Loan Purchase Agreement) (any such 90-day period, the “Initial Resolution Period”), (i) cure the same
in all material respects, (ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price in conformity with
the applicable Mortgage Loan Purchase Agreement or (iii) substitute a Qualifying Substitute Mortgage Loan for such affected
Mortgage Loan (provided that, in no event shall such substitution occur later


 



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than
the second anniversary of the Closing Date) and pay to the Master Servicer for deposit into the Collection Account (or, with respect
to any Serviced Loan Combination, the applicable Serviced Loan Combination Collection Account) any Substitution Shortfall Amount
in connection therewith; provided that if (i) such Material Defect or Material Breach is capable of being cured but
not within the Initial Resolution Period or, with respect to the immediately preceding proviso, the time period set forth therein,
(ii) such Material Defect or Material Breach is not related to any Mortgage Loan’s not being a “qualified mortgage”
within the meaning of the REMIC Provisions and (iii) the Mortgage Loan Seller has commenced and is diligently proceeding
with the cure of such Material Defect or Material Breach within the Initial Resolution Period, then the Mortgage Loan Seller shall
have an additional period equal to the applicable Resolution Extension Period to complete such cure or, failing such cure, to
repurchase the Mortgage Loan or substitute a Qualifying Substitute Mortgage Loan. Notwithstanding the foregoing, if a Mortgage
Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Borrower), healthcare
facility, nursing home, assisted living facility, self-storage facility, theatre or fitness center (operated by a Borrower), then
the failure to deliver to the Custodian copies of the UCC financing statements with respect to such Mortgage Loan shall not be
a Material Defect. With respect to the Joint Mortgage Loan, each Mortgage Loan Seller’s obligation shall be such Mortgage
Loan Seller’s pro rata share based on such Mortgage Loan Seller’s percentage interest as of the date of the applicable
Mortgage Loan Purchase Agreement in the Joint Mortgage Loan. With respect to a Non-Serviced Mortgage Loan, notwithstanding anything
to the contrary above, any Defect as such term is defined in the related Other Pooling and Servicing Agreement (other than a Defect
related to the promissory note for the related Companion Loan or any assignment(s) in favor of the applicable Other Trustee or
any power of attorney related thereto) will constitute a Defect under this Agreement, and there shall not be any other Defects
with respect to such Non-Serviced Mortgage Loans other than the failure to deliver the items in Section 2.01(a)(i)(A).





 


Notwithstanding
the foregoing, if there is a Material Breach or Material Defect with respect to one or more Mortgaged Properties with respect
to a Mortgage Loan, the applicable Mortgage Loan Seller (or, if applicable, its affiliate) will not be obligated to
repurchase the Mortgage Loan if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial
release provisions in the related Loan Documents (and such Mortgaged Property is, in fact, released), (ii) the remaining
Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Loan Documents and the Mortgage Loan Seller
provides an Opinion of Counsel to the effect that such release would not cause an Adverse REMIC Event to occur and
(iii) each applicable Rating Agency has provided a No Downgrade Confirmation.


 


If a Mortgage Loan Seller,
in connection with a Material Defect or a Material Breach (or an allegation of a Material Defect or a Material Breach) pertaining
to a Mortgage Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller
and the Special Servicer on behalf of the Trust (and with the consent of the Directing Holder if no Control Termination Event
has occurred and is continuing) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage
Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance
with Section 3.06(e) of this Agreement. If such Loss of Value Payment


 



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is
made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf
regarding any such Material Breach or Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure
such Material Breach or Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Breach
or Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement between
the applicable Mortgage Loan Seller and the Trust, provided, that (i) prior to any such agreement or settlement nothing
in this paragraph shall preclude the Mortgage Loan Seller or the Trustee from exercising any of its rights related to a Material
Defect or a Material Breach in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03
(excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss
of Value Payment shall not be greater than the Repurchase Price of the affected Mortgage Loan; and (iii) a Material Defect
or a Material Breach as a result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of
Section 860G(a)(3) of the Code may not be cured by a Loss of Value Payment. With respect to any Joint Mortgage Loan, the
applicable Mortgage Loan Seller’s obligation shall be such Mortgage Loan Seller’s pro rata share based on such
Mortgage Loan Seller’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint
Mortgage Loan.


 


If (x) there
exists a breach of any representation or warranty on the part of a Mortgage Loan Seller as set forth in, or made pursuant to,
certain representations set forth in the related Mortgage Loan Purchase Agreement relating to fees and expenses payable by
the Borrower associated with the exercise of a defeasance option, a waiver of a “due-on-sale” provision or a
“due-on-encumbrance” provision or the release of any Mortgaged Property, and (y) the related Loan Documents
specifically prohibit the Master Servicer or Special Servicer from requiring the related Borrower to pay such fees and
expenses, then, upon notice by the Master Servicer or Special Servicer, such Mortgage Loan Seller may cure such breach by
transferring to the Collection Account, within 90 days of the such Mortgage Loan Seller’s receipt of such notice,
the amount of any such fees and expenses borne by the Trust Fund that are the basis of such breach. Upon its making such
deposit, such Mortgage Loan Seller shall be deemed to have cured such breach in all respects. With respect to any Joint
Mortgage Loan, the applicable Mortgage Loan Seller’s obligation shall be such Mortgage Loan Seller’s pro
rata share based on such Mortgage Loan Seller’s percentage interest as of the date of the applicable Mortgage Loan
Purchase Agreement in such Joint Mortgage Loan. Provided such payment is made, this paragraph describes the sole remedy
available to the Trust regarding any such breach, regardless of whether it constitutes a Material Breach, and the related
Mortgage Loan Seller (or, if applicable, its affiliate) will not be obligated to repurchase or otherwise cure such
breach.


 


(f)          In
connection with any repurchase of or substitution for a Mortgage Loan contemplated by this Section 2.03, (A) the Custodian,
the Master Servicer (with respect to any Performing Loan) and the Special Servicer (with respect to any Specially Serviced Loan)
shall each tender to the applicable Mortgage Loan Seller all portions of the Mortgage File (in the case of the Custodian) and
the Servicing File (in the case of the Master Servicer and the Special Servicer, as applicable) and any and all other documents
pertaining to such Mortgage Loan possessed by it, upon delivery (i) to each of the Master Servicer or the Special Servicer,
as applicable, of a trust receipt and (ii) to the Custodian by the Master Servicer or


 



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the
Special Servicer, as applicable, of a Request for Release and an acknowledgement by the Master Servicer or Special Servicer, as
applicable, of its receipt of the Repurchase Price or the Substitution Shortfall Amount from the applicable Mortgage Loan Seller,
(B) each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed
or assigned without recourse in the form of endorsement or assignment provided to the Custodian by the applicable Mortgage Loan
Seller, as the case may be, to the applicable Mortgage Loan Seller as shall be necessary to vest in the applicable Mortgage Loan
Seller the legal and beneficial ownership of such Mortgage Loan to the extent such ownership was transferred to the Trustee (provided,
that the Master Servicer or Special Servicer, as applicable, shall use reasonable efforts to cooperate in furnishing necessary
information to the extent in its possession to the Mortgage Loan Seller in connection with such Mortgage Loan Seller’s preparation
of such endorsement or assignment) and (C) the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer shall release, or cause a release of, any escrow payments and reserve funds held by the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer, as applicable, or on the Trustee’s, the Certificate Administrator’s,
the Master Servicer’s and the Special Servicer’s, as applicable, behalf, in respect of such Mortgage Loan to the applicable
Mortgage Loan Seller.


 


(g)          The
Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to Specially Serviced Loans)
shall, for the benefit of the Certificateholders and the Trustee, use reasonable efforts to enforce the obligations of the
applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, shall be carried out in accordance with the Servicing
Standard. The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as the case may be, shall
be reimbursed for the reasonable costs of such enforcement: first, pursuant to Section 3.06 of this Agreement
(with respect to the related Mortgage Loan), out of the related Repurchase Price or Substitution Shortfall Amount, as
applicable, to the extent that such expenses are a specific component thereof; and second, if at the conclusion of
such enforcement action it is determined that the amounts described in clause first are insufficient, then
pursuant to Section 3.06 of this Agreement, out of general collections on the Mortgage Loans on deposit in the
Collection Account in each case with interest thereon at the Advance Rate from the time such expense was incurred to, but
excluding, the date such expense was reimbursed. To the extent the applicable Mortgage Loan Seller prevails in such
proceeding, such Mortgage Loan Seller shall be entitled to reimbursement from the Trust for all necessary and reasonable
costs and expenses incurred in connection with such proceeding, including reasonable attorneys’ fees.


 


So long as document exceptions
are outstanding, on each anniversary of the Closing Date, the Custodian shall prepare and forward to the Depositor, the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Controlling Class Representative
(as identified to the Custodian by the Certificate Administrator) and the applicable Mortgage Loan Seller, a document exception
report (which report and any updates thereto shall also be delivered electronically in Excel-compatible format) setting forth the
then current status of any Defects related to the Mortgage Files pertaining to the Mortgage Loans sold by such Mortgage Loan Seller.





 



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As to any Qualifying
Substitute Mortgage Loan, the Master Servicer (with respect to Performing Loans) or the Special Servicer (with respect to Specially
Serviced Loans and REO Properties) shall direct the related Mortgage Loan Seller to deliver to the Custodian for such Qualifying
Substitute Mortgage Loan (with a copy to the Master Servicer and Special Servicer), the related Mortgage File with the related
Note endorsed as required by Section 2.01(a)(i) hereof. Monthly Payments due with respect to Qualifying Substitute Mortgage
Loans in or prior to the month of substitution shall not be part of the Trust Fund and, if received by the Master Servicer, shall
be remitted by the Master Servicer to the related Mortgage Loan Seller on the next succeeding Distribution Date. For the month
of repurchase or substitution, distributions to Certificateholders will include the Monthly Payment(s) due on the related Removed
Mortgage Loan, if and to the extent received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior
to the related date of repurchase or substitution, as applicable, and such Mortgage Loan Seller shall be entitled to retain all
amounts received thereafter in respect of such Removed Mortgage Loan.


 


In any month in
which a Mortgage Loan Seller substitutes one or more Qualifying Substitute Mortgage Loans for one or more Removed Mortgage
Loans, the Master Servicer will determine the applicable Substitution Shortfall Amount and promptly notify the Certificate
Administrator thereof. Promptly upon receipt of such notice, the Certificate Administrator shall direct such Mortgage Loan
Seller to deposit into the Collection Account and/or the applicable Serviced Loan Combination Collection Account, as
applicable, cash equal to such amount concurrently with the delivery of the Mortgage Files for such Qualifying Substitute
Mortgage Loans, without any reimbursement thereof. The Certificate Administrator shall also direct such Mortgage Loan Seller
to give written notice to the Depositor, the Trustee, the Master Servicer and the Special Servicer of such deposit. The
Certificate Administrator shall cause its Distribution Date Statement to reflect the removal of each Removed Mortgage Loan
and, if applicable, the substitution of the Qualifying Substitute Mortgage Loan. Upon any such substitution, the Qualifying
Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects.


 


It is understood and
agreed that Section 6 of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders
and the Trustee on behalf of the Certificateholders respecting any Breach (including a Breach with respect to a Mortgage Loan failing
to constitute a Qualified Mortgage) or any Defect.




 


(h)        In the event that
any litigation is commenced which alleges facts which, in the judgment of the Depositor, could constitute a breach of any of the
Depositor’s representations and warranties relating to the Mortgage Loans, the Depositor hereby reserves the right to conduct
the defense of such litigation at its expense and shall not be required to obtain any consent from the Master Servicer, the Special
Servicer or the Directing Holder, unless such defense results in any liability of the Master Servicer, the Special Servicer or
the Directing Holder, as applicable.


 


(i)          If
for any reason a Mortgage Loan Seller fails to fulfill its obligations under the related Mortgage Loan Purchase Agreement with
respect to any Mortgage Loan, the Master Servicer (with respect to Performing Loans) and the Special Servicer (with respect to


 



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Specially
Serviced Loans) shall use reasonable efforts in enforcing any obligation of such Mortgage Loan Seller to cure, repurchase or substitute
for such Mortgage Loan under the terms of the related Mortgage Loan Purchase Agreement all at the expense of such Mortgage Loan
Seller.


 


(j)         Notwithstanding
anything to the contrary contained in this Agreement, for the purposes of Section 2.03 of this Agreement and any provision
relating to repurchase and substitution obligations for a Material Breach or Material Defect, with respect to any Joint Mortgage
Loan, the obligations of each of the applicable Mortgage Loan Sellers to repurchase or substitute such Joint Mortgage Loan shall
be limited to a repurchase, substitution or Loss of Value Payment with respect to the Note it sold to the Depositor in accordance
with the related Mortgage Loan Purchase Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable
Mortgage Loan Sellers with respect to the Note sold by it to the Depositor in accordance with the related Mortgage Loan Purchase
Agreement that also cures the Material Defect or Material Breach with respect to the entire related Joint Mortgage Loan shall satisfy
the cure obligations of both Mortgage Loan Sellers with respect to such Joint Mortgage Loan.


 


Section 2.04          Representations,
Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating
Advisor. (a) The Master Servicer, as Master Servicer, hereby represents and warrants with respect to itself to the Trustee,
for its own benefit and the benefit of the Certificateholders, and to the Depositor, the Certificate Administrator, the Special
Servicer, the Operating Advisor and the Serviced Companion Loan Noteholders, as of the Closing Date, that:


 


(i)          The
Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of
the United States of America, and the Master Servicer is in compliance with the laws of each state (within the United States
of America) in which any related Mortgaged Property is located to the extent necessary to perform its obligations under this
Agreement;


 


(ii)        The
execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this
Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents or
(B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Master
Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely
affect either the ability of the Master Servicer to perform its obligations under this Agreement or its financial
condition;


 


(iii)       The
Master Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly
executed and delivered this Agreement; 





 



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(iv)       This
Agreement, assuming due authorization, execution and delivery by the Trustee, the Paying Agent, the Certificate Administrator,
the Operating Advisor, the Special Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Master
Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to applicable bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)        The
Master Servicer is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand
of any federal, state, municipal or governmental agency, which default, in the Master Servicer’s reasonable judgment is likely
to materially and adversely affect the financial condition or operations of the Master Servicer or its properties taken as a whole
or its ability to perform its duties and obligations hereunder;


 


(vi)       No
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would
prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment
is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement
or the financial condition of the Master Servicer;


 


(vii)       No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the
consummation of the transactions of the Master Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained, or which, if not obtained would not have a materially adverse effect on the
ability of the Master Servicer to perform its obligations hereunder; and


 


(viii)      Each
officer and employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans
or Serviced Loan Combinations is covered by errors and omissions insurance and the fidelity bond in the amounts and with the coverage
required by this Agreement.


 


(b)         The
Special Servicer, as Special Servicer, hereby represents and warrants to and covenants with the Trustee, for its own benefit
and the benefit of the Certificateholders, and to the Depositor, the Certificate Administrator, the Master Servicer, the
Operating Advisor and the Serviced Companion Loan Noteholders, as of the Closing Date, that:


 


(i)          The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Florida, and the Special Servicer is in compliance with the laws of each state (within the United States of America) in
which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement; 





 






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(ii)         The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents or (B) constitute a
default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of,
any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or
(C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer
to perform its obligations under this Agreement or its financial condition;


 


(iii)        The
Special Servicer has the full limited liability company power and authority to enter into and consummate all transactions to be
performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement,
and has duly executed and delivered this Agreement;


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by the Trustee, the Operating Advisor, the Certificate Administrator,
the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against
the Special Servicer in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, receivership,
moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)         The
Special Servicer is not in default with respect to any law, any order or decree of any court, or any order, regulation or
demand of any federal, state, municipal or governmental agency, which default, in the Special Servicer’s reasonable
judgment is likely to materially and adversely affect its ability to perform its duties and obligations hereunder;


 


(vi)        No
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer which
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under
this Agreement or the financial condition of the Special Servicer;



 


(vii)       No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions
of the Special Servicer contemplated by this Agreement, except for any consent, approval, authorization or order which has been
obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Special Servicer to perform
its obligations hereunder; and


 



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(viii)      Each
officer and employee of the Special Servicer that has responsibilities concerning the servicing and administration of Mortgage
Loans or Serviced Loan Combinations is covered by errors and omissions insurance and the fidelity bond in the amounts and with
the coverage required by this Agreement.


 


(c)         It is understood
and agreed that the representations and warranties set forth in this Section shall survive delivery of the respective Mortgage
Files to the Custodian on behalf of the Trustee until the termination of this Agreement, and shall inure to the benefit of the
Trustee, the Depositor, the Certificate Administrator, the Operating Advisor, the Serviced Companion Loan Noteholders and the Master
Servicer or Special Servicer, as the case may be. Upon discovery by the Depositor, a Responsible Officer of the Certificate Administrator,
the Master Servicer, the Special Servicer, the Operating Advisor or a Responsible Officer of the Trustee (or upon written notice
thereof from any Certificateholder) of a breach of any of the representations and warranties set forth in this Section which
materially and adversely affects the interests of the Certificateholders, the Certificate Administrator, the Master Servicer, Special
Servicer, the Operating Advisor, the Serviced Companion Loan Noteholders or the Trustee in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties hereto, the Serviced Companion Loan Noteholders and the Mortgage
Loan Sellers.


 


(d)         The Trustee hereby
represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Serviced Companion Loan Noteholders as of the Closing Date, that:


 


(i)          The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America and has full power, authority and legal right to own its properties and conduct its business as presently conducted
and to execute, deliver and perform the terms of this Agreement.





 


(ii)         This
Agreement has been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery
by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Trustee in accordance with
its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting
the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement
is considered in a proceeding in equity or at law).


 


(iii)        Neither
the execution and delivery of this Agreement by the Trustee nor the consummation by the Trustee of the transactions herein contemplated
to be performed by the Trustee, nor compliance by the Trustee with the provisions hereof, will conflict with or result in a breach
of, or constitute a default under, any of the provisions of any applicable law (subject to the appointment in accordance with such
applicable law of any co-Trustee or separate Trustee required pursuant to this Agreement), governmental rule, regulation, judgment,
decree or order binding on the Trustee or its properties or the organizational documents of the Trustee or the terms of any material
agreement, instrument or indenture to which the Trustee is a party or by


 



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 which it is bound which, in the Trustee’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under
this Agreement.


 


(iv)        The
Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance
with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court binding on the
Trustee or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result
in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that would materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement.


 


(v)         No
consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or
body, is required for the execution, delivery and performance by the Trustee of or compliance by the Trustee with this Agreement,
or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained, would have a materially adverse
effect on the Trustee’s ability to perform its obligations hereunder.


 


(vi)        To
the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit its
entering into or materially and adversely affect its ability to perform its obligations under this Agreement or the Indemnification
Agreement, dated the Pricing Date, between the Trustee, the Depositor and the Underwriters.





 


(e)         The Certificate
Administrator hereby represents and warrants to the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor and the Serviced Companion Loan Noteholders as of the Closing Date, that:


 


(i)          The
Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America and has full power, authority and legal right to own its properties and conduct its business as
presently conducted and to execute, deliver and perform the terms of this Agreement.


 


(ii)         This
Agreement has been duly authorized, executed and delivered by the Certificate Administrator and, assuming due authorization, execution
and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Certificate
Administrator in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at law).


 


(iii)        Neither
the execution and delivery of this Agreement by the Certificate Administrator nor the consummation by the Certificate Administrator
of the transactions herein contemplated to be performed by the Certificate Administrator, nor compliance


 



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by
the Certificate Administrator with the provisions hereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any applicable law, governmental rule, regulation, judgment, decree or order binding on the Certificate
Administrator or its properties or the organizational documents of the Certificate Administrator or the terms of any material
agreement, instrument or indenture to which the Certificate Administrator is a party or by which it is bound which, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Certificate
Administrator to perform its obligations under this Agreement.


 


(iv)        The
Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order
or decree of any court binding on the Certificate Administrator or any law, order or regulation of any federal, state, municipal
or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which, in
any such event, would have consequences that are likely to affect materially and adversely the ability of the Certificate Administrator
to perform its obligations under this Agreement.


 


(v)         No
consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency
or body, is required for the execution, delivery and performance by the Certificate Administrator of or compliance by the
Certificate Administrator with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date or
which, if not obtained, would have a materially adverse effect on the Certificate Administrator’s ability to perform
its obligations hereunder.


 


(vi)        To
the best of the Certificate Administrator’s knowledge, no litigation is pending or threatened against the Certificate Administrator
which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement
or the Indemnification Agreement, dated the Pricing Date, between the Certificate Administrator, the Depositor and the Underwriters.


 


(f)          The Operating
Advisor hereby represents and warrants to the Trustee, the Depositor, the Certificate Administrator, the Master Servicer, the Special
Servicer and the Serviced Companion Loan Noteholders, as of the Closing Date, that:


 


(i)          The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of New York and has full power, authority and legal right to own its properties and conduct its business as presently conducted
and to execute, deliver and perform the terms of this Agreement.


 


(ii)         The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents or (B) constitute
a default (or an event which, with notice or lapse of time, or both, would


 



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 constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)        The
Operating Advisor has the full limited liability company power and authority to enter into and consummate all transactions to be
performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement,
and has duly executed and delivered this Agreement;


 


(iv)        This
Agreement, assuming due authorization, execution and delivery by the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer, and the Depositor, constitutes a valid, legal and binding obligation of the Operating Advisor, enforceable
against the Operating Advisor in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization,
receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)         The
Operating Advisor is not in default with respect to any law, any order or decree of any court, or any order, regulation or
demand of any federal, state, municipal or governmental agency, which default, in the Operating Advisor’s reasonable
judgment, is likely to materially and adversely affect the financial condition or operations of the Operating Advisor or its
properties taken as a whole or its ability to perform its duties and obligations hereunder;


 


(vi)        No
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor which
would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to perform its obligations under
this Agreement or the financial condition of the Operating Advisor; and


 


(vii)    No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Operating Advisor, or compliance by the Operating Advisor with, this Agreement or the consummation of the transactions
of the Operating Advisor contemplated by this Agreement, except for any consent, approval, authorization or order which has been
obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform
its obligations hereunder.


 


Section 2.05          Execution
and Delivery of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee acknowledges the assignment to it of
the Mortgage Loans and the delivery of the Mortgage Files to the Custodian (to the extent the documents constituting


 






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the
Mortgage Files are actually delivered to the Custodian), subject to the provisions of Section 2.01 and Section 2.02
of this Agreement and, concurrently with such delivery, (i) acknowledges and hereby declares that it holds the Mortgage Loans
(excluding the Excess Interest) for the benefit of (y) the Holders of the Class LR Certificates and (z) the Lower-Tier REMIC
as holder of such portions of the Mortgage Loans; (ii) acknowledges and hereby declares that it holds Excess Interest for the
benefit of the Holders of the Class V Certificates; (iii) acknowledges the issuance of the Lower-Tier Regular Interests and
the Class LTR Interest represented thereby and has caused to be executed and caused to be authenticated and delivered to or upon
the order of the Depositor, or as directed by the terms of this Agreement, the Class LR Certificates in authorized denominations,
in each case registered in the names set forth in such order or as so directed in this Agreement and duly authenticated by the
Authenticating Agent; (iv) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier
REMIC and hereby declares that it holds the Lower-Tier Regular Interests on behalf of the Upper-Tier REMIC and the Holders of
the Certificates (other than the Class V and Class LR Certificates); (v) in exchange for the Lower-Tier Regular
Interests, has caused to be executed and caused to be authenticated and delivered to or upon the order of the Depositor, or as
directed by the terms of this Agreement, the Regular Certificates and Class R Certificates in authorized denominations; and
(vi) has caused to be executed and authenticated and delivered to, or on the order of the Depositor, or as directed by the
terms of this Agreement, the Class V Certificates in authorized denominations, in each case registered in the name set forth in
such order or as so directed in this Agreement and duly authenticated by the Authenticating Agent, the Depositor hereby acknowledges
the receipt by it or its designees of the Regular Certificates and the Residual Certificates, which Certificates evidence ownership
of the entire Trust Fund.





 


The Depositor, as of
the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the Excess Interest to the Trustee for the benefit of the holders of the Class
V Certificates. The Trustee (i) acknowledges the assignment to it of the Excess Interest, (ii) declares that it holds and will
hold the Excess Interest in trust for the exclusive use and benefit of all present and future Holders of the Class V Certificates
and (iii) has caused the Certificate Administrator to execute, and has caused the Authenticating Agent to authenticate and to deliver
to or upon the order of the Depositor, in exchange for the Excess Interest, and the Depositor hereby acknowledges the receipt by
it or its designees of the Class V Certificates in authorized Denominations.


 


Section 2.06          Miscellaneous
REMIC and Grantor Trust Provisions. (a)  The Lower-Tier Regular Interests issued hereunder are hereby designated as
the “regular interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and
the Class LR Certificates, are hereby designated as the sole class of “residual interests” in the Lower-Tier
REMIC within the meaning of Section 860G(a)(2) of the Code. The Regular Certificates are hereby designated as
“regular interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the
Class R Certificates are hereby designated as the sole Class of “residual interests” in the Upper-Tier REMIC
within the meaning of Section 860G(a)(2) of the Code. The Closing Date is hereby designated as the “Startup
Day” of each Trust REMIC within the meaning of Section 860G(a)(9) of the Code. The “latest


 






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possible
maturity date” of the Lower-Tier Regular Interests and the Regular Certificates for purposes of Section 860G(a)(l)
of the Code is the Rated Final Distribution Date.


 


(b)        None of the Depositor,
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall enter into any arrangement by which
the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein.


 


(c)          The Class V
Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the Class V Specific
Grantor Trust Assets. The Grantor Trust shall be treated as a “grantor trust” within the meaning of subpart E, part
I of subchapter J of the Code.


 


Article III



ADMINISTRATION AND SERVICING

OF THE TRUST FUND


 


Section 3.01          The
Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans
and the Serviced Companion Loans.  (a) The Master Servicer (generally with respect to Mortgage Loans (other
than a Non-Serviced Mortgage Loan) and Serviced Companion Loans that are not Specially Serviced Loans) and the Special
Servicer (generally with respect to Specially Serviced Loans and Serviced REO Loans), each as an independent contractor
servicer, shall service and administer the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and Serviced Companion
Loans on behalf of the Trust Fund and the Trustee (as Trustee for the Certificateholders) and, in the case of any Serviced
Loan Combination, the related Serviced Companion Loan Noteholders, (as a collective whole as if such Certificateholders and
Serviced Companion Loan Noteholders, as applicable, constituted a single lender (and with respect to any Serviced Loan
Combination with a related Serviced Subordinate Companion Loan, taking into account the subordinate nature of such Serviced
Subordinate Companion Loan)), in each case, in accordance with the Servicing Standard.


 


The Master Servicer’s
or Special Servicer’s liability for actions and omissions in its capacity as Master Servicer or Special Servicer, as the
case may be, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.03 hereof). To
the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement, the Master Servicer
and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Notes; provided
that nothing herein contained shall be construed as an express or implied guarantee by the Master Servicer or Special Servicer
of the collectability of the Mortgage Loans or the Serviced Companion Loans. Subject only to the Servicing Standard, the Master
Servicer and Special Servicer shall have full power and authority, acting alone or through sub-servicers (subject to paragraph (c)
of this Section 3.01, to the related sub-servicing agreement with each sub-servicer and to Section 3.01(e) of this Agreement),
to do or cause to be done any and all things in connection with such servicing and administration that it may deem consistent with
the Servicing Standard and, in its reasonable judgment, in the best interests of the Certificateholders, including, without limitation,
with


 






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respect
to each Mortgage Loan (other than any Non-Serviced Mortgage Loan, and in the case of the Serviced Loan Combinations, in the
best interests of the Certificateholders and the Serviced Companion Loan Noteholders, as a collective whole as if such
Certificateholders and (with respect to a Serviced Loan Combination) Serviced Companion Loan Noteholders constituted a single
lender (and with respect to any Serviced Loan Combination with a related Serviced Subordinate Companion Loan, taking into
account the subordinate nature of such Serviced Subordinate Companion Loan)) to prepare, execute and deliver, on behalf of
the Certificateholders and Serviced Companion Loan Noteholders and the Trustee or any of them: (i) any and all financing
statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged
Property and related collateral; (ii) any modifications, waivers, consents or amendments to or with respect to any
documents contained in the related Mortgage File; and (iii) any and all instruments of satisfaction or cancellation, or
of partial or full release or discharge, and all other comparable instruments, with respect to such Mortgage Loans and the
Mortgaged Properties. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify,
amend, waive or otherwise consent to any change of the terms of any Mortgage Loan except under the circumstances described in
Section 3.03, Section 3.09, Section 3.10, Section 3.24, Section 3.25, Section 3.26 and
Section 3.27 hereof. The Master Servicer (with respect to Mortgage Loans (other than a Non-Serviced Mortgage Loan) and
Serviced Companion Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced
Loans and Serviced REO Loans) shall provide to the Borrowers related to such Mortgage Loans that it is servicing any reports
required to be provided to them pursuant to the related Loan Documents. Subject to Section 3.11 of this Agreement, the
Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer and
Special Servicer, as applicable, any powers of attorney (in the form attached hereto as Exhibit CC-1 and Exhibit
CC-2, as applicable, or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special
Servicer, as applicable) and other documents (including but not limited to other powers of attorney) prepared by the Master
Servicer and Special Servicer, as applicable, and necessary or appropriate (as certified in such written request) to
enable the Master Servicer and Special Servicer, as applicable, to carry out their servicing and administrative duties
hereunder. The Trustee shall not be held liable for any misuse of any such power of attorney or such other documents by the
Master Servicer and Special Servicer, as applicable. Notwithstanding anything contained herein to the contrary, none of the
Master Servicer or the Special Servicer shall, without the Trustee’s written consent: (i) initiate any action,
suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or the Special
Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable
jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such
jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business
Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period
as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance
with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the
Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable,
representative capacity); or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be
registered to do business in any state.


 






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(b)       Unless otherwise
provided in the related Note or related Intercreditor Agreement, the Master Servicer shall apply any partial Principal Prepayment
received on a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan, as applicable, on a date other
than a Due Date to the Stated Principal Balance of such Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion
Loan, as applicable, as of the Due Date immediately following the date of receipt of such partial Principal Prepayment. Unless
otherwise provided in the related Note or related Intercreditor Agreement, the Master Servicer shall apply any amounts received
on U.S. Treasury obligations in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Companion Loan,
as applicable, being defeased pursuant to its terms to the Stated Principal Balance of and interest on such Mortgage Loan or Serviced
Companion Loan, as applicable, as of the Due Date immediately following the receipt of such amounts.


 


(c)          The
Master Servicer and the Special Servicer, may enter into Sub-Servicing Agreements with third parties with respect to any of
its respective obligations hereunder, provided that (i) any such agreement requires the Sub-Servicer to comply in
all material respects with all of the applicable terms and conditions of this Agreement and shall be consistent with the
provisions of this Agreement, the terms of the respective Loan Documents and, in the case of a Serviced Companion Loan, the
related Intercreditor Agreement, (ii) if such Sub-Servicer is a Servicing Function Participant or an Additional
Servicer, any such agreement provides that (x) the failure of such Sub-Servicer to comply with any of the requirements
under Article X of this Agreement applicable to such Sub-Servicer, including the failure to deliver any reports or
certificates at the time such report or certification is required under Article X and (y) the failure of such
Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any
other pooling and servicing agreement relating to any other series of certificates offered by the Depositor shall constitute
an event of default by such Sub-Servicer upon the occurrence of which the Master Servicer or the Special Servicer, as
applicable, shall (and the Depositor may) immediately terminate the related Sub-Servicer under the related Sub-Servicing
Agreement, which termination shall be deemed for cause, (iii) no Sub-Servicer retained by the Master Servicer or the
Special Servicer, as applicable, shall grant any modification, waiver or amendment to any Mortgage Loan or Serviced Companion
Loan, as applicable, or foreclose any Mortgage without the approval of the Master Servicer or the Special Servicer, as
applicable, which approval shall be given or withheld in accordance with the procedures set forth in
Section 3.09, Section 3.10, Section 3.24, Section 3.25, Section 3.26, Section 3.27, (as applicable),
(iv) such agreement shall be consistent with the Servicing Standard and (v) with respect to any Sub-Servicing
Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional
Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party. Any
such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or Subcontractors so long as the
related agreements or arrangements with such agents or Subcontractors are consistent with the provisions of this
Section 3.01(c) (including, for the avoidance of doubt, that no such agent or Subcontractor is a Prohibited Party, if
such agent or Subcontractor would be a Servicing Function Participant, at the time the related sub-servicing agreement is
entered into). Any monies received by a Sub-Servicer pursuant to a Sub-


 






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Servicing
agreement (other than sub-servicing fees) shall be deemed to be received by the Master Servicer on the date received by such Sub-Servicer.





 


Any Sub-Servicing Agreement
entered into by the Master Servicer or the Special Servicer, as applicable, shall provide that it may be assumed by the Trustee
(in its sole discretion, but must be assumed with respect to any Mortgage Loan Seller Sub-Servicer so long as such Mortgage Loan
Seller Sub-Servicer is not in default under the applicable Sub-Servicing Agreement) if the Trustee has assumed the duties of the
Master Servicer or the Special Servicer, respectively, or any successor Master Servicer or Special Servicer, as applicable, without
cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations, except to the
extent they arose prior to the date of assumption, of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.02
(it being understood that any such obligations shall be the obligations of the terminated Master Servicer or Special Servicer,
as applicable, only).


 


Any Sub-Servicing Agreement,
and any other transactions or services relating to the Mortgage Loans or the Serviced Companion Loans involving a Sub-Servicer,
shall be deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer alone, and the
Trustee, the Certificate Administrator, the Trust Fund, the Operating Advisor, the Certificateholders and, if applicable, Serviced
Companion Loan Noteholders shall not be deemed parties thereto and shall have no claims, rights (except as specified below), obligations,
duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(c)(ii) and Section 3.01(d).


 


Any Sub-Servicing
Agreement as to which a Mortgage Loan Seller required the Master Servicer to enter into shall provide that the Master
Servicer (and any successor Master Servicer) or Trustee may only terminate the related Mortgage Loan Seller Sub-Servicer for
cause pursuant to such Sub-Servicing Agreement and as otherwise specified in such Sub-Servicing Agreement.


 


In the case of the Limited
Sub-Servicing Agreement, dated as of November 1, 2015, between the Master Servicer and Berkeley Point Capital LLC (“Berkeley
Point”), in the event such agreement is terminated, the Master Servicer shall continue to pay to Berkeley Point the servicing
fees that would have been due to Berkeley Point under such agreement as though such agreement remained in full force and effect;
provided that such servicing fees shall be paid solely out of the Servicing Fee and only for so long as the Master Servicer receives
a Servicing Fee pursuant to this Agreement.


 


Notwithstanding the provisions
of any Sub-Servicing Agreement and this Section 3.01, in no event shall the Trust Fund, the Trustee, the Certificate Administrator,
the Depositor or any Serviced Companion Loan Noteholder bear any termination fee required to be paid to any Sub-Servicer as a result
of the termination of any Sub-Servicing Agreement.


 


Notwithstanding any other
provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement which provides for the performance
by third parties of any or all of its obligations herein, without the consent of the Directing Holder for


 






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so
long as no Control Termination Event has occurred and is continuing, except to the extent necessary for the Special Servicer to
comply with applicable regulatory requirements.


 


(d)          If
the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer, or if the Trustee or any
successor Special Servicer assumes the obligations of the Special Servicer, in each case in accordance with
Section 7.02, the Trustee, the successor Master Servicer or such successor Special Servicer, as applicable, to the
extent necessary to permit the Trustee, the successor Master Servicer or such successor Special Servicer, as applicable, to
carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee, the successor Master
Servicer or such successor Special Servicer, as applicable, succeed to all of the rights and obligations of the Master
Servicer or the Special Servicer, as applicable, under any Sub-Servicing Agreement entered into by the Master Servicer or the
Special Servicer, as applicable, pursuant to Section 3.01(c). In such event, such successor shall be deemed to have
assumed all of the Master Servicer’s or the Special Servicer’s interest, as applicable, therein (but not any
liabilities or obligations in respect of acts or omissions of the Master Servicer or the Special Servicer, as applicable,
prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as applicable, as a party
to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to such successor,
except that the Master Servicer or the Special Servicer, as applicable, shall not thereby be relieved of any liability or
obligations under such Sub-Servicing Agreement that accrued prior to the succession of such successor.


 


If the Trustee or
any successor Master Servicer or Special Servicer, as applicable, assumes the servicing obligations of the Master Servicer or
the Special Servicer, as applicable, then upon request of such successor, the Master Servicer or Special Servicer, as
applicable, shall at its own expense (except (i) in the event that the Special Servicer is terminated pursuant to
Section 3.22(b), at the expense of the Certificateholders effecting such termination, as applicable; or (ii) in the
event that the Master Servicer or the Special Servicer is terminated pursuant to Section 6.04(c), at the expense of the
Trust) deliver to such successor all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans
and/or the Serviced Companion Loans, as applicable, then being serviced hereunder or thereunder and an accounting of amounts
collected and held by it, if any, and shall otherwise use commercially reasonable efforts to effect the orderly and efficient
transfer of any Sub-Servicing Agreement to such successor. Neither the Master Servicer nor the Special Servicer shall be
required to assume the obligations of the other and nothing in this paragraph shall imply otherwise.


 


(e)          The parties hereto
acknowledge that each Loan Combination is subject to the terms and conditions of the related Intercreditor Agreement and, with
respect to a Non-Serviced Mortgage Loan, further subject to the servicing under and all other terms and conditions of the Other
Pooling and Servicing Agreement. The parties hereto further recognize the respective rights and obligations of each Companion Loan
Noteholder under the related Intercreditor Agreement, including, without limitation with respect to (A) the allocation of
collections (and all other amounts received in connection with the related Loan Combination) on or in respect of the related Mortgage
Loan and (B) the allocation of Default Interest on or in respect of the related Mortgage Loan.


 






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Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special
Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to the Serviced Loan Combinations are limited by and subject to the terms of the related Intercreditor
Agreement and, with respect to any Non-Serviced Mortgage Loan, the rights of the Other Servicer and the Other Special
Servicer under the Other Pooling and Servicing Agreement. The Master Servicer shall, consistent with the applicable Servicing
Standard, enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Intercreditor
Agreement and the Other Pooling and Servicing Agreement. The parties hereto acknowledge that each Non-Serviced Loan
Combination and any related REO Property are being serviced and administered under the related Other Pooling and Servicing
Agreement and the Other Servicer will make any property advances required thereunder in respect of such Non-Serviced Loan
Combination and remit collections on the Non-Serviced Mortgage Loan to or on behalf of the Trust. None of the Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall have any obligation or authority to
supervise the related Other Servicer, the related Other Special Servicer or the related Other Trustee or to make Property
Advances with respect to any such Non-Serviced Loan Combination. Although each Non-Serviced Loan Combination is
being serviced under the related Other Pooling and Servicing Agreement, the Controlling Class Representative may have certain
information and consultation rights relating to the servicing of the Non-Serviced Loan Combination pursuant to the terms of
the related Intercreditor Agreement and the related Other Pooling and Servicing Agreement. Any obligation of the Master
Servicer or Special Servicer, as applicable, to provide information and collections to the Trustee, the Certificate
Administrator and the Certificateholders with respect to any Non-Serviced Loan Combination shall be dependent on its receipt
of the corresponding information and collections from the related Other Servicer or the related Other Special Servicer.
Nothing herein shall be deemed to override the provisions of an Intercreditor Agreement with respect to the rights of the
related noteholders thereunder and with respect to the servicing and administrative duties and obligations with respect to
such Non-Serviced Loan Combinations. In the event of any inconsistency or discrepancy between the provisions, terms or
conditions of an Intercreditor Agreement related to a Non-Serviced Loan Combination and the provisions, terms or conditions
of this Agreement, the related Intercreditor Agreement shall govern.


 


If any Mortgage Loan
included in any Serviced Loan Combination is no longer part of the Trust Fund and the servicing and administration of such Serviced
Loan Combination is to be governed by a separate servicing agreement and not by this Agreement, the Master Servicer and, if such
Serviced Loan Combination is then being specially serviced hereunder, the Special Servicer, shall continue to act in such capacities
under such separate servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special
Servicer, as the case may be, and shall contain servicing and administration, limitation of liability, indemnification and servicing
compensation provisions substantially similar to the corresponding provisions of this Agreement, except that such Serviced Loan
Combination and the related Mortgaged Property shall be serviced as if they were the sole assets serviced and administered thereunder
and the sole source of funds thereunder and except that there shall be no further obligation of any Person to make P&I Advances.
All amounts due the Master Servicer and the Special Servicer (including Advances and interest thereon) pursuant to this


 






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Agreement
and the applicable Intercreditor Agreement shall be paid to the Master Servicer and the Special Servicer by the successor
Master Servicer or Special Servicer, as applicable, or as an Additional Trust Fund Expense on the first Servicer Remittance
Date following termination. In addition, until such time as a separate servicing agreement with respect to such Serviced Loan
Combination and any related Serviced REO Property has been entered into and, notwithstanding that neither such Mortgage Loan
nor any related Serviced REO Property is part of the Trust Fund, the Custodian shall continue to hold the Mortgage File and
the Master Servicer and, if applicable, the Special Servicer shall (subject to the preceding sentence) continue to service
such Serviced Loan Combination or any related Serviced REO Property, as the case may be, under this Agreement as if it were a
separate servicing agreement. Nothing herein shall be deemed to override the provisions of an Intercreditor Agreement with
respect to the rights of the related noteholders thereunder and with respect to the servicing and administrative duties and
obligations with respect to such Serviced Loan Combinations. In the event of any inconsistency or discrepancy between the
provisions, terms or conditions of an Intercreditor Agreement related to a Serviced Loan Combination and the provisions,
terms or conditions of this Agreement, the related Intercreditor Agreement shall govern, and as to any matter relating to the
servicing of a Serviced Loan Combination as a whole on which such Intercreditor Agreement is silent or makes reference to
this Agreement, this Agreement shall govern.


 


Section 3.02          Liability
of the Master Servicer and the Special Servicer When Sub-Servicing. Notwithstanding any Sub-Servicing Agreement, any of
the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or Special Servicer, as
applicable, and any Person acting as sub-servicer (or its agents or Subcontractors) or any reference to actions taken through
any Person acting as sub-servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain
obligated and primarily liable to the Trustee (on behalf of the Certificateholders), the Certificateholders and, with respect
to the Serviced Loan Combinations, the Serviced Companion Loan Noteholders, for the servicing and administering of the
Mortgage Loans and Serviced Companion Loans in accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such sub-servicing agreements or arrangements or by virtue of indemnification from the
Depositor or any other Person acting as sub-servicer (or its agents or Subcontractors) to the same extent and under the same
terms and conditions as if the Master Servicer or the Special Servicer, as applicable, alone were servicing and administering
the Mortgage Loans and Serviced Companion Loans. Each of the Master Servicer and the Special Servicer shall be entitled to
enter into an agreement with any sub-servicer providing for indemnification of the Master Servicer or the Special Servicer,
as applicable, by such sub-servicer, and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.


 


Section 3.03          Collection
of Mortgage Loan and Serviced Companion Loan Payments.  The Master Servicer (with respect to all the Mortgage Loans (other than
a Non-Serviced Mortgage Loan) and the Serviced Companion Loans (other than Specially Serviced Loans) that the Master Servicer
is Servicing) and the Special Servicer (with respect to Specially Serviced Loans) shall use reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage


 






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Loans)
and the Serviced Companion Loans each is obligated to service hereunder, and shall follow the Servicing Standard with
respect to such collection procedures; provided, that nothing herein contained shall be construed as an express or
implied guarantee by the Master Servicer or the Special Servicer of the collectability of the Mortgage Loans or the Serviced
Companion Loans; provided, further, that with respect to such Mortgage Loans (other than a Non-Serviced Mortgage Loan) or
Serviced Loan Combinations, as applicable, that have Anticipated Repayment Dates, so long as the related Borrower is in
compliance with each provision of the related Loan Documents, the Master Servicer and Special Servicer (including the Special
Servicer in its capacity as a Certificateholder, if applicable) shall not take any enforcement action with respect to the
failure of the related Borrower to make any payment of Excess Interest, other than requests for collection, until the final
maturity date of such Mortgage Loan or Serviced Loan Combination, as applicable, or the outstanding principal balance of such
Mortgage Loan or Serviced Loan Combination, as applicable, has been paid in full, however, consistent with the applicable
Servicing Standard, the Master Servicer, or the Special Servicer each may in its discretion waive the Excess Interest (even
at the final maturity date) in connection with any Mortgage Loan it is obligated to service hereunder if taking such action
is in the best interest of the Certificateholders as a collective whole. With respect to each Performing Loan (other than a
Non-Serviced Mortgage Loan), the Master Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to
collect income statements and rent rolls from Borrowers as required by the Loan Documents and the terms hereof. The Master
Servicer shall provide at least 90 days’ notice (with a copy to the Special Servicer) to the Borrowers of Balloon
Payments coming due on Performing Loans (other than a Non-Serviced Mortgage Loan). Consistent with the foregoing, the Master
Servicer (with respect to each Performing Loan) or the Special Servicer (with respect to Specially Serviced Loans) may in
their discretion waive any late payment charge or Default Interest in connection with any delinquent Monthly Payment or
Balloon Payment with respect to any Mortgage Loan or Serviced Companion Loan that it is servicing. In addition, the
Special Servicer shall be entitled to take such actions with respect to the collection of payments on the Mortgage Loans and
the Serviced Companion Loans as are permitted or required under this Agreement.





 


Section 3.04          Collection
of Taxes, Assessments and Similar Items; Escrow Accounts. (a)  The Master Servicer, in the case of all
Mortgage Loans (other than a Non-Serviced Mortgage Loan) and Serviced Loan Combinations that it is servicing, shall maintain
accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments and other
similar items that are or may become a lien thereon and the status of insurance premiums payable with respect thereto. With
respect to each Specially Serviced Loan, the Special Servicer shall use its reasonable efforts, consistent with the Servicing
Standard, to collect income statements and rent rolls from Borrowers as required by the Loan Documents. The Special Servicer,
in the case of Serviced REO Loans, and the Master Servicer, in the case of all Mortgage Loans (other than a Non-Serviced
Mortgage Loan) and Serviced Loan Combinations that it is servicing, shall use reasonable efforts consistent with the
Servicing Standard to, from time to time, (i) obtain all bills for the payment of such items (including renewal
premiums), and (ii) effect, or, if the Special Servicer, to use reasonable efforts to cause the Master Servicer to
effect, payment of all such bills with respect to such Mortgaged Properties prior to the applicable penalty or termination
date, in each case employing for such purpose Escrow Payments as allowed under the terms of the related Loan Documents for
the related Mortgage Loan or Serviced Companion Loan. If a Borrower under


 






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a
Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination fails to make any such payment on a timely
basis or collections from the Borrower are insufficient to pay any such item before the applicable penalty or termination date,
the Master Servicer shall advance the amount of any shortfall as a Property Advance unless the Master Servicer determines in accordance
with the Servicing Standard that such Advance would be a Nonrecoverable Advance (provided that with respect to advancing
insurance premiums or delinquent tax assessments the Master Servicer shall comply with the provisions of the second to last paragraph
in Section 3.21(d) of this Agreement). The Master Servicer and the Special Servicer shall be entitled to reimbursement of
Property Advances, with interest thereon at the Advance Rate, that it makes pursuant to this Section 3.04 of this Agreement
from amounts received on or in respect of the related Mortgage Loan or Serviced Loan Combination respecting which such Advance
was made or if such Advance has become a Nonrecoverable Advance, to the extent permitted by Section 3.06 of this Agreement.
No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of taxes and assessments on the Mortgaged
Properties shall, for the purpose of calculating distributions to Certificateholders or Serviced Companion Loan Noteholders, be
added to the amount owing under the related Mortgage Loans or Serviced Companion Loans, notwithstanding that the terms of such
Mortgage Loans or Serviced Companion Loans so permit.


 


The parties acknowledge
that with respect to Non-Serviced Mortgage Loans, the Other Servicer is obligated to make (or any other service provider provided
for in the related Other Pooling and Servicing Agreement may make) property advances with respect to such Non-Serviced Mortgage
Loans pursuant to the related Other Pooling and Servicing Agreement. The Other Servicer (or other service provider) shall be entitled
to reimbursement for nonrecoverable property advances (as such term or similar term may be defined in the related Other Pooling
and Servicing Agreement) with, in each case, any accrued and unpaid interest thereon provided for under the related Other Pooling
and Servicing Agreement in the manner set forth in such Other Pooling and Servicing Agreement, the related Intercreditor Agreement
and Section 3.06(a)(v) of this Agreement.


 


(b)         The Master Servicer
shall segregate and hold all funds collected and received pursuant to any Mortgage Loan (other than any Non-Serviced Mortgage Loans)
or any Serviced Companion Loan that it is servicing constituting Escrow Payments separate and apart from any of its own funds and
general assets and shall establish and maintain one or more segregated custodial accounts (each, an “Escrow Account”)
into which all Escrow Payments shall be deposited within two (2) Business Days after receipt of properly identified funds
and maintained in accordance with the requirements of the related Mortgage Loan or Serviced Loan Combination, as applicable, and
in accordance with the Servicing Standard. The Master Servicer shall also deposit into each Escrow Account any amounts representing
losses on Permitted Investments to the extent required pursuant to Section 3.07(b) of this Agreement and any Insurance Proceeds
or Liquidation Proceeds which are required to be applied to the restoration or repair of any Mortgaged Property pursuant to the
related Mortgage Loan or Serviced Loan Combination. Escrow Accounts shall be Eligible Accounts (except to the extent the related
Loan Documents require it to be held in an account that is not an Eligible Account); provided, if the ratings of the financial
institution holding such account are downgraded to a ratings level below that of an Eligible Account (except to the extent the
related Loan Documents require it to be held in an account that is not an Eligible Account),


 






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the
Master Servicer shall have 30 days (or such longer time as confirmed by a No Downgrade Confirmation, obtained at the expense of
the Master Servicer relating to the Certificates and any related Serviced Companion Loan Securities) to transfer such account
to an Eligible Account. Escrow Accounts shall be entitled, “Wells Fargo Bank, National Association, as Master Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2015-LC23 Mortgage Trust
Commercial Mortgage Pass-Through Certificates and Various Borrowers and, if applicable, Serviced Companion Loan Noteholders”.
Withdrawals from an Escrow Account may be made by the Master Servicer only:


 


(i)          to
effect timely payments of items constituting Escrow Payments for the related Mortgage;


 





 


(ii)         to
transfer funds to the Collection Account and/or the applicable Serviced Loan Combination Collection Account (or any sub-account
thereof) to reimburse the Master Servicer, the Special Servicer or the Trustee for any Property Advance (with interest thereon
at the Advance Rate) relating to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan and/or
Serviced Loan Combination, as applicable, which represent late collections of Escrow Payments thereunder;


 


(iii)        for
application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan and/or
Serviced Loan Combination, as applicable, and the Servicing Standard;


 


(iv)        to
clear and terminate such Escrow Account upon the termination of this Agreement or pay-off of the related Mortgage Loan and/or
Serviced Loan Combination, as applicable;





 


(v)         to
pay from time to time to the related Borrower any interest or investment income earned on funds deposited in the Escrow Account
if such income is required to be paid to the related Borrower under law or by the terms of the Loan Documents for such Mortgage
Loan or Serviced Loan Combination, or otherwise to the Master Servicer; or


 


(vi)        to
remove any funds deposited in an Escrow Account that were not required to be deposited therein or to refund amounts to Borrowers
determined to be overages.


 


(c)         The
Master Servicer shall, as to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and each Serviced Companion Loan that
it is servicing, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real
estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and
any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or
otherwise confirm) the payment of such items (including renewal premiums) and, for such Mortgage Loans and Serviced Companion
Loans that require the related Borrower to escrow for such items, shall effect payment thereof prior to the applicable penalty
or termination date. For purposes of 


 






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effecting
any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the
related Loan Documents for such Mortgage Loan and Serviced Companion Loan (or, if such Mortgage Loan or Serviced Companion Loan
does not require the related Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground
rents (if applicable) and similar items, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard
to cause the related Borrower to comply with the requirement of the related Loan Documents that the Borrower make payments in
respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar
proceedings with respect to the related Mortgaged Property for nonpayment of such items). Subject to Section 3.21 of this
Agreement, the Master Servicer shall timely make a Property Advance with respect to the Mortgage Loans (other than Non-Serviced
Mortgage Loans) and Serviced Loan Combinations that it is servicing, if any, to cover any such item which is not so paid, including
any penalties or other charges arising from the Borrower’s failure to timely pay such items. 





 


Section 3.05          Collection
Accounts; Excess Liquidation Proceeds Account; Distribution Accounts; Interest Reserve Account and Serviced Loan Combination Collection
Accounts. (a)  The Master Servicer shall establish and maintain a Collection Account, for the benefit of the Certificateholders
and the Trustee as the Holder of the Lower-Tier Regular Interests with respect to the Mortgage Loans that it is servicing. The
Collection Account shall be established and maintained as an Eligible Account. Amounts in the Collection Account attributable
to the Mortgage Loans (other than Excess Interest) will be assets of the Lower-Tier REMIC and amounts attributable to Excess Interest
will be assets of the Grantor Trust. Amounts attributable to the Companion Loans will not be assets of the Trust Fund.





 


The Master Servicer shall
deposit or cause to be deposited in the Collection Account within two Business Days following receipt of properly identified funds
of the following payments and collections received or made by or on behalf of it on or with respect to the Mortgage Loans subsequent
to the Cut-off Date:


 


(i)          all
payments on account of principal on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Loan Combination), including
the principal component of all Unscheduled Payments;


 


(ii)         all
payments on account of interest on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Loan Combination) (net
of the related Servicing Fees), including Prepayment Premiums, Default Interest, Yield Maintenance Charges, Excess Interest and
the interest component of all Unscheduled Payments;


 


(iii)        any
amounts required to be deposited pursuant to Section 3.07(b) of this Agreement, in connection with net losses realized on
Permitted Investments with respect to funds held in the Collection Account;


 


(iv)       all
Net REO Proceeds withdrawn from the related REO Account (other than the Serviced Loan Combination REO Account) pursuant to Section 3.15(b)
of this Agreement;


 






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(v)         any
amounts received from Borrowers which represent recoveries of Property Protection Expenses and are allocable to the Mortgage Loans
(other than any Mortgage Loan related to a Serviced Loan Combination), to the extent not permitted to be retained by the Master
Servicer as provided herein;


 


(vi)        all
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan (other than any
Mortgage Loan related to a Serviced Loan Combination) or any REO Property (other than a Serviced REO Property related to a
Serviced Loan Combination), other than Excess Liquidation Proceeds and Liquidation Proceeds that are received in connection
with a purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the
Lower-Tier Distribution Account pursuant to Section 9.01 of this Agreement, together with any amounts representing
recoveries of Nonrecoverable Advances, including any recovery of Unliquidated Advances, in respect of the related Mortgage
Loans (other than any Mortgage Loan related to a Serviced Loan Combination); provided, that any Liquidation Proceeds
related to a sale, pursuant to Section 3.16 hereof or pursuant to the related Intercreditor Agreement, of a Mortgage
Loan included in a Serviced Loan Combination shall be deposited directly into the Collection Account and applied solely to
pay expenses relating to that Mortgage Loan and to Available Funds;


 


(vii)       Penalty
Charges on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Loan Combination) to the extent required to
offset interest on Advances and Additional Trust Fund Expenses pursuant to Section 3.12(d) of this Agreement;





 


(viii)     any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.08(b) of this Agreement
in connection with losses resulting from a deductible clause in a blanket or master force-placed policy in respect of the
Mortgage Loans (other than any Mortgage Loan related to a Serviced Loan Combination);


 


(ix)        any
other amounts required by the provisions of this Agreement (including without limitation any amounts to be transferred from the
Serviced Loan Combination Collection Account pursuant to Section 3.06(b)(i)(B) and, with respect to the Companion Loans or
any mezzanine indebtedness that may exist on a future date, all amounts received pursuant to the cure and purchase rights or reimbursement
obligations set forth in the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable, other than in
respect of a Serviced Loan Combination) to be deposited into the Collection Account by the Master Servicer or Special Servicer;


 


(x)         any
Master Servicer Prepayment Interest Shortfall Amounts in respect of the Mortgage Loans that the Master Servicer is servicing (other
than any Non-Serviced Mortgage Loan or any Mortgage Loan related to a Serviced Loan Combination) pursuant to Section 3.17(c)
of this Agreement;


 






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(xi)        any
Loss of Value Payments, as set forth in Section 3.06(e) of this Agreement; and


 


(xii)       in
the case of any Mortgage Loan that is part of a Serviced Loan Combination, the amounts to be withdrawn from the related Serviced
Loan Combination Collection Account and deposited into the Collection Account pursuant to Section 3.06(b)(i).


 


In the case of Excess
Liquidation Proceeds, the Master Servicer shall make appropriate ledger entries received with respect thereto, which the Master
Servicer shall hold for (i) the Trustee for the benefit of the Certificateholders (other than the Class V Certificates)
and the Trustee as the Holder of the Lower-Tier Regular Interests and (ii) for the benefit of any Serviced Companion Loan
Noteholder entitled thereto. Any Excess Liquidation Proceeds shall be identified separately from any other amounts held in the
Collection Account (with amounts attributable to each Class or Classes and any Serviced Companion Loan also identified separately).


 


The foregoing
requirements for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting
the generality of the foregoing, payments in the nature of late payment charges (subject to Section 3.12 and the related
Intercreditor Agreement), Assumption Fees, assumption application fees, Modification Fees and consent fees, loan service
transaction fees, extension fees, demand fees, beneficiary statement charges and similar fees need not be deposited in the
Collection Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable
law, the Master Servicer or the Special Servicer, as applicable in accordance with Section 3.12 hereof, shall be
entitled to retain any such charges and fees received with respect to the Mortgage Loans that it is servicing as additional
compensation.





 


If the Master Servicer
deposits in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from
the Collection Account, any provision herein to the contrary notwithstanding.


 


Upon receipt of any
of the amounts described in clauses (i), (ii), (v) and (vi) of this Agreement above with respect to any Specially Serviced Loan
which is not a Serviced REO Loan, the Special Servicer shall remit such amounts within one Business Day after receipt thereof
(except, if such amounts are not properly identified, the Special Servicer shall promptly identify such amounts and shall remit
such amounts within one Business Day after such identification) to the Master Servicer (provided that to the extent any of the
foregoing amounts are received after 2:00 p.m. (Eastern time) on any given Business Day, the Special Servicer shall use commercially
reasonable efforts to remit such amounts to the Master Servicer within one Business Day of receipt of such amounts but, in any
event, the Special Servicer shall remit such amounts to the Master Servicer within two Business Days of receipt of such amounts)
for deposit into the Collection Account in accordance with the second paragraph of this Section 3.05 of this Agreement, unless
the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because
of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer 


 






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with
respect to a Serviced REO Property (other than any Serviced REO Property related to the Serviced Loan Combinations) shall be deposited
by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection Account pursuant
to Section 3.15(b) of this Agreement. With respect to any related Serviced Loan Combination, the Special Servicer shall comply
with Section 3.05(g) of this Agreement. With respect to any such amounts paid by check to the order of the Special Servicer,
the applicable Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and
shall promptly deliver any such check to the Master Servicer by overnight courier.


 


(b)          The Certificate
Administrator shall establish and maintain the Lower-Tier Distribution Account in its own name on behalf of the Trustee, for the
benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests. The Lower-Tier Distribution
Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account.


 


(c)          With
respect to each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator on or before the
Servicer Remittance Date the funds then on deposit in the Collection Account after giving effect to withdrawals of funds
pursuant to Section 3.06(a) of this Agreement and deposits from the Serviced Loan Combination Collection Account
pursuant to Section 3.06 of this Agreement. Upon receipt from the Master Servicer of such amounts held in the Collection
Account, the Certificate Administrator shall deposit in (A) the Lower-Tier Distribution Account (i) the amount of
Available Funds to be distributed pursuant to Section 4.01 of this Agreement on such Distribution Date and (ii) the
amount of Excess Liquidation Proceeds allocable to any Mortgage Loan to be deposited into the Lower-Tier Distribution Account
(which the Certificate Administrator shall then deposit in the Excess Liquidation Proceeds Account) pursuant to
Section 3.06 of this Agreement, (B) the Interest Reserve Account as part of the Lower-Tier REMIC, the amount of any
Withheld Amounts to be deposited pursuant to Section 3.05(e) of this Agreement and (C) in the Class V Distribution
Account, the Excess Interest to be distributed to the Class V Certificates.


 


(d)          If any Loss of
Value Payments are received in connection with a Material Defect or Material Breach, as the case may be, pursuant to or as contemplated
by Section 2.03(e) of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts
(collectively, the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes
of holding such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account
or a sub-account of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all
Loss of Value Payments received by it. The Certificate Administrator shall account for the Loss of Value Reserve Fund as an outside
reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of either Trust REMIC or the
Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of
the Loss of Value Reserve Fund through the Collection Account to the Certificateholders as contributed to and distributed by the
Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage
Loan Seller as distributions by the Trust Fund to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund.
The applicable


 






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Mortgage
Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable
on all income earned thereon.


 


(e)          The Certificate
Administrator shall establish and maintain the Interest Reserve Account in its own name on behalf of the Trustee, for the benefit
of the Certificateholders (other than the Class V Certificateholders) and the Trustee as the Holder of the Lower-Tier Regular
Interests. The Interest Reserve Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible
Account.


 


On each Servicer
Remittance Date occurring in (i) January of each calendar year that is not a leap year and
(ii) February of each calendar year, unless in either case such Servicer Remittance Date is the final Servicer
Remittance Date, the Certificate Administrator shall calculate the Withheld Amounts. On each such Servicer Remittance Date,
the Certificate Administrator shall, with respect to each Mortgage Loan that does not accrue interest on the basis of a
360-day year of twelve 30-day months, withdraw or be deemed to withdraw from the Lower-Tier Distribution Account and deposit
or be deemed to deposit in the Interest Reserve Account an amount equal to the aggregate of the Withheld Amounts calculated
in accordance with the previous sentence. If the Certificate Administrator shall deposit in the Interest Reserve Account any
amount not required to be deposited therein, it may at any time withdraw such amount from the Interest Reserve Account any
provision herein to the contrary notwithstanding. On or prior to the Servicer Remittance Date in March of each calendar
year (or in February if the final Distribution Date will occur in such month), the Certificate Administrator shall
transfer to the Lower-Tier Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve
Account.


 


(f)           The
Certificate Administrator shall establish and maintain the Upper-Tier Distribution Account in its own name on behalf of the
Trustee, for the benefit of the Certificateholders. The Upper-Tier Distribution Account shall be established and maintained
as an Eligible Account or a sub-account of an Eligible Account. Promptly on each Distribution Date, the Certificate
Administrator shall withdraw or be deemed to withdraw from the Lower-Tier Distribution Account and deposit or be deemed to
deposit in the Upper-Tier Distribution Account on or before such date the Lower-Tier Distribution Amount and the amount of
any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date to be distributed in respect of the
Lower-Tier Regular Interests pursuant to Section 4.01(a) and Section 4.01(c) of this Agreement on such date.


 


(g)         With respect to
each Serviced Loan Combination or any related Serviced REO Property, the Master Servicer shall maintain, or cause to be maintained,
a Serviced Loan Combination Collection Account in which the Master Servicer shall deposit or cause to be deposited within two Business
Days following receipt of properly identified funds the following payments and collections received or made by or on behalf of
it on such Serviced Loan Combination or Serviced REO Property subsequent to the Cut-off Date:


 


(i)          all
payments on account of principal on such Serviced Loan Combination, including the principal component of Unscheduled Payments;


 






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(ii)         all
payments on account of interest on such Serviced Loan Combination (net of the related Servicing Fees), including Prepayment Premiums,
Default Interest, Yield Maintenance Charges and the interest component of all Unscheduled Payments;


 


(iii)        any
amounts required to be deposited pursuant to Section 3.07(b), in connection with net losses realized on Permitted Investments
with respect to funds held in such Serviced Loan Combination Collection Account;


 


(iv)        all
Net REO Proceeds withdrawn from the related REO Account in respect of such Serviced Loan Combination pursuant to Section 3.15(b);


 


(v)         any
amounts received from Borrowers which represent recoveries of Property Protection Expenses and are allocable to such Serviced Loan
Combination, to the extent not permitted to be retained by the Master Servicer as provided herein;


 


(vi)        all
Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of such Serviced Loan Combination or
any related Serviced REO Property (other than Excess Liquidation Proceeds and Liquidation Proceeds that are received in
connection with a purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in
the Lower-Tier Distribution Account pursuant to Section 9.01), together with any amounts representing recoveries of
Nonrecoverable Advances, including any recovery of Unliquidated Advances, in respect of such Serviced Loan Combination; provided,
that any Liquidation Proceeds related to a sale pursuant to Section 3.16 hereof or pursuant to the related
Intercreditor Agreement of a Mortgage Loan included in a Serviced Loan Combination shall be deposited directly into the
Collection Account and applied solely to pay expenses relating to that Mortgage Loan and to Available Funds and any
Liquidation Proceeds related to a sale of a related Serviced Companion Loan included in a Serviced Loan Combination shall be
deposited into the Serviced Loan Combination Collection Account and applied solely to pay expenses relating to that Serviced
Companion Loan and to pay amounts due to the related Serviced Companion Loan Noteholder;


 


(vii)         Penalty
Charges on such Serviced Loan Combination to the extent required to offset interest on Advances and debt service advances made
by a Serviced Companion Loan Service Provider and Additional Trust Fund Expenses pursuant to Section 3.12(d);


 


(viii)        any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.08(b) in connection
with losses resulting from a deductible clause in a blanket or master force placed policy in respect of such Serviced Loan
Combination;


 


(ix)          any
other amounts required by the provisions of this Agreement (including with respect to the Companion Loans or any mezzanine indebtedness
that may exist on a future date, all amounts received pursuant to the cure and purchase rights or reimbursement obligations set
forth in the related Intercreditor Agreement or


 






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mezzanine
intercreditor agreement, as applicable) to be deposited into the applicable Serviced Loan Combination Collection Account by the
Master Servicer or the Special Servicer;


 


(x)           any
cure payments remitted by any Serviced Companion Loan Noteholder pursuant to the related Intercreditor Agreement; and


 


(xi)          any
Master Servicer Prepayment Interest Shortfall Amounts in respect of such Serviced Loan Combination pursuant to Section 3.17(c).


 


The foregoing
requirements for deposits into the applicable Serviced Loan Combination Collection Account shall be exclusive, it being understood
and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges (subject to
Section 3.12 and the related Intercreditor Agreement), Assumption Fees, assumption application fees, Modification Fees, consent
fees, loan service transaction fees, extension fees, demand fees, beneficiary statement charges and similar fees need not be deposited
into the applicable Serviced Loan Combination Collection Account by the Master Servicer or the Special Servicer, as applicable,
and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable in accordance with
Section 3.12 hereof, shall be entitled to retain any such charges and fees received with respect to the Serviced Loan Combinations
as additional compensation. If the Master Servicer deposits in the applicable Serviced Loan Combination Collection Account any
amount not required to be deposited therein, it may at any time withdraw such amount from such Serviced Loan Combination Collection
Account, any provision herein to the contrary notwithstanding. 





 


Each
Serviced Loan Combination Collection Account shall be maintained as a segregated account, separate and apart from any trust
fund created for mortgage backed securities of other series and the other accounts of the Master Servicer; provided,
that such Serviced Loan Combination Collection Account may be a sub-account of the Master Servicer’s Collection
Account or may be maintained on a ledger basis but shall, for purposes of this Agreement, be treated as a separate account.
Each Serviced Loan Combination Collection Account shall be established and maintained as an Eligible Account or as a
sub-account of an Eligible Account.


 


Upon receipt
of any of the foregoing amounts described in clauses (i), (ii), (v) and (vi) above with respect to each Serviced Loan Combination
for so long as it is a Specially Serviced Loan but is not a Serviced REO Loan, the Special Servicer shall remit within one Business
Day such amounts to the Master Servicer (provided that to the extent any of the foregoing amounts are received after 2:00
p.m. (Eastern time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts
within one Business Day of receipt of such amounts but, in any event, the Special Servicer shall remit such amounts to the Master
Servicer within two Business Days of receipt of such amounts) for deposit into the applicable Serviced Loan Combination Collection
Account in accordance with the first paragraph of this Section 3.05(g), unless the Special Servicer determines, consistent
with the applicable Servicing Standard, that a particular item should not be deposited because of


 






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a
restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to a Serviced
REO Property related to any Serviced Loan Combination shall initially be deposited by the Special Servicer into the related Serviced
Loan Combination REO Account and remitted to the Master Servicer for deposit into the applicable Serviced Loan Combination Collection
Account pursuant to Section 3.15(b). With respect to any such amounts paid by check to the order of the Special Servicer,
the Special Servicer (A) with respect to any Specially Serviced Loan shall endorse without recourse or warranty such check
to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier and
(B) with respect to any REO Loan shall deposit such check into the applicable Loan Combination REO Account.


 


(h)          Notwithstanding
anything to the contrary contained herein, with respect to each Due Date and any related Serviced Companion Loan, within
such time period as set forth in the applicable Intercreditor Agreement (or, if no such time period is set forth in such
Intercreditor Agreement, on the earlier of (1) the Servicer Remittance Date or (2) the first Business Day after the
“determination date” as defined in the related Other Pooling and Servicing Agreement), the Master Servicer shall
remit, from amounts on deposit in the applicable Serviced Loan Combination Collection Account in accordance with Section
3.06(b)(i)(A), to each applicable Serviced Companion Loan Noteholder by wire transfer in immediately available funds to
the account of such Serviced Companion Loan Noteholder or an agent therefor appearing on the Serviced Companion Loan
Noteholder Register on the related date such amounts as are required to be remitted (or, if no such account so appears or
information relating thereto is not provided at least five (5) Business Days prior to the date such amounts are required to
be remitted, by check sent by first class mail to the address of such Serviced Companion Loan Noteholder or its agent
appearing on the Serviced Companion Loan Noteholder Register) the portion of the applicable Serviced Loan Combination
Remittance Amount allocable to such Serviced Companion Loan Noteholder.


 


(i)          Prior
to the Servicer Remittance Date relating to any Collection Period in which Excess Liquidation Proceeds are received, the
Certificate Administrator shall establish and maintain the Excess Liquidation Proceeds Account, which may have one or more
sub-accounts, to be held in its own name on behalf of the Trustee, for the benefit of the Certificateholders, and with
respect to each Serviced Loan Combination, the related Serviced Companion Loan Noteholders. Each account that constitutes an
Excess Liquidation Proceeds Account shall be an Eligible Account or a sub-account of an Eligible Account. On each Servicer
Remittance Date, the Master Servicer shall withdraw from the Collection Account or, if allocable to any Serviced Loan
Combination, the Master Servicer shall withdraw from the applicable Serviced Loan Combination Collection Account, and remit
to the Certificate Administrator (i) in the case of the Mortgage Loans (other than the Serviced Loan Combinations), for
deposit in the Lower-Tier Distribution Account, as applicable (which the Certificate Administrator shall then deposit in the
Excess Liquidation Proceeds Account), and (ii) in the case of the Serviced Loan Combinations, for deposit in the Excess
Liquidation Proceeds Account, all Excess Liquidation Proceeds received during the Collection Period ending on the
Determination Date immediately prior to such Servicer Remittance Date which are allocable to a Mortgage Loan or Serviced Loan
Combination; provided that on the Business Day prior to the final Distribution Date, the Certificate Administrator
shall withdraw


 






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from
the Excess Liquidation Proceeds Account and deposit in the Lower-Tier Distribution Account (after allocation to any related Serviced
Companion Loan as provided in Section 4.01(d)), for distribution on such Distribution Date, any and all amounts then on deposit
in the Excess Liquidation Proceeds Account attributable to the Mortgage Loans.


 


(j)        Funds in the Collection
Account, the Serviced Loan Combination Collection Account, the Distribution Accounts, the Interest Reserve Account, the Excess
Liquidation Proceeds Account and the REO Account may be invested in Permitted Investments in accordance with the provisions of
Section 3.07 of this Agreement.


 


The Master Servicer shall
give written notice to the Depositor, the Trustee, the Certificate Administrator and the Special Servicer of the location and account
number of the Collection Account and, if applicable, the Serviced Loan Combination Collection Accounts as of the Closing Date and
shall notify the Depositor, the Special Servicer, the Certificate Administrator and the Trustee, as applicable, in writing on or
prior to the Closing Date and prior to any subsequent change thereof. In addition, the Master Servicer shall provide notice to
each affected holder of a Serviced Companion Loan of the location and account number of the relevant Serviced Loan Combination
Collection Account as well as notice in writing on or prior to the Closing Date and prior to any subsequent change thereof. The
Certificate Administrator shall give written notice to the Depositor, the Trustee, the Special Servicer and the Master Servicer
of the location and account number of the Interest Reserve Account and the Distribution Accounts as of the Closing Date and shall
notify the Depositor, the Trustee, the Special Servicer and the Master Servicer, as applicable, in writing prior to any subsequent
change thereof.


 


(k)          The
Certificate Administrator shall establish and maintain the Class V Distribution Account, in its own name for the benefit of
the Trustee for the benefit of the Class V Certificateholders, with respect to the Excess Interest, which shall be an asset
of the Grantor Trust and beneficially owned by the Holders of the Class V Certificates and shall not be an asset of either
Trust REMIC. The Class V Distribution Account shall be established and maintained as an Eligible Account or as a subaccount
of an Eligible Account. Following the distribution of Excess Interest to the Class V Certificateholders on the first
Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay
Excess Interest, the Certificate Administrator shall terminate the Class V Distribution Account.


 


Section 3.06          Permitted
Withdrawals from the Collection Accounts, the Serviced Loan Combination Collection Accounts and the Distribution Accounts; Trust
Ledger.  (a)  The Master Servicer shall maintain a separate Trust Ledger with respect to the Mortgage Loans that
it is servicing on which it shall make ledger entries as to amounts deposited (or credited) or withdrawn (or debited) with respect
thereto. On each Servicer Remittance Date (or such other date as may be specified below or on which funds are available for such
purpose as specified below), with respect to each Mortgage Loan (other than any Mortgage Loan related to a Serviced Loan Combination
unless otherwise specified in clauses (i), (ii), (v), (vi), (x), (xi), (xii), (xiii), (xv), (xvi) and (xvii) of this Section 3.06(a)),
the Master Servicer shall make withdrawals from amounts allocated thereto in the Collection Account (and may debit the


 






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Trust
Ledger) for the purposes listed below (the order set forth below not constituting an order of priority for such withdrawals):


 


(i)          on
or before 3:00 p.m. (New York City time) on each Servicer Remittance Date, to remit to the Certificate Administrator the amounts
to be deposited into the Lower-Tier Distribution Account (including any amount transferred from the Serviced Loan Combination
Collection Account in respect of each Mortgage Loan that is part of a Serviced Loan Combination) (including without limitation
the aggregate of the Available Funds, Prepayment Premiums, Yield Maintenance Charges and Excess Liquidation Proceeds) which the
Certificate Administrator shall then deposit into the Upper-Tier Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account, pursuant to Section 3.05(f), Section 3.05(e) and Section 3.05(i) of this Agreement,
respectively;


 


(ii)         to
pay (A) itself unpaid Servicing Fees (or, with respect to any Excess Servicing Fee Rights, to pay any Excess Servicing
Fees to the holder of such Excess Servicing Fee Rights pursuant to Section 3.12(a) of this Agreement); the Operating
Advisor, unpaid Operating Advisor Fees; and the Special Servicer, unpaid Special Servicing Fees, Liquidation Fees and Workout
Fees in respect of each Mortgage Loan, Specially Serviced Loan and Serviced REO Loan (exclusive of each Mortgage Loan or
Serviced REO Loan included in a Serviced Loan Combination), as applicable, the Master Servicer’s, the Operating
Advisor’s or Special Servicer’s, as applicable, rights to payment of Servicing Fees, Operating Advisor Fees and
Special Servicing Fees, Liquidation Fees and Workout Fees pursuant to this clause (ii)(A) with respect to any
Mortgage Loan, Specially Serviced Loan or Serviced REO Loan (exclusive of each Mortgage Loan or Serviced REO Loan included in
a Serviced Loan Combination), as applicable, being limited to amounts received on or in respect of such Mortgage Loan,
Specially Serviced Loan or REO Loan, as applicable (whether in the form of payments, Liquidation Proceeds, Insurance Proceeds
or Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) the Special Servicer, any unpaid
Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or Serviced REO Loan, as
applicable, remaining unpaid out of general collections on the Mortgage Loans, Specially Serviced Loans and REO Properties,
but in the case of each Serviced Loan Combination, only to the extent that amounts on deposit in the applicable Serviced Loan
Combination Collection Account are insufficient therefor (provided that the Master Servicer shall, after receiving
payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan
Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related
Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the
related Serviced Companion Loans from the related Companion Loan Noteholders), (C) each month to the Other Servicer or
Other Special Servicer, as applicable, the Trust’s pro rata portion (based on the related Mortgage Loan’s Stated
Principal Balance) of any unpaid special servicing fees, liquidation fees, workout fees and additional trust expenses in
respect of a Non-Serviced Mortgage Loan remaining unpaid (including amounts payable to such parties under Section 1.04 of
this Agreement), out of general collections on the Mortgage Loans, Specially Serviced Loans and REO Properties and
(D) the Operating Advisor,


 






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any
unpaid Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees were received from the
related Borrower);


 


(iii)        to
reimburse the Trustee or itself, in that order, for unreimbursed P&I Advances (other than Nonrecoverable Advances, which are
reimbursable pursuant to clause (v) below, and exclusive of the Mortgage Loans or Serviced REO Loans included in the Serviced
Loan Combinations) the Master Servicer’s or the Trustee’s right to reimbursement pursuant to this clause (iii) being
limited to amounts received which represent Late Collections for the applicable Mortgage Loan (exclusive of the Mortgage Loan or
Serviced REO Loan included in the Serviced Loan Combination) during the applicable period; provided, that to the extent
such amounts are insufficient to repay such P&I Advances on any Mortgage Loan as to which there is a related Serviced Subordinate
Companion Loan, such P&I Advances may be reimbursed from collections on the related Serviced Loan Combination allocable to
such Serviced Subordinate Companion Loan; provided, further, that if such P&I Advance becomes a Workout-Delayed
Reimbursement Amount, then such P&I Advance shall thereafter be reimbursed from amounts recovered on the related Mortgage Loan
intended by the modified loan documents to be applied to reimburse such Workout-Delayed Reimbursement Amount and then from the
portion of general collections and recoveries on or in respect of all of the Mortgage Loans and REO Properties on deposit in the
Collection Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v)
below;


 


(iv)        to
reimburse the Trustee, the Special Servicer or itself, in that order, (with respect to any Mortgage Loan or Serviced REO
Property) (exclusive of the Mortgage Loans or Serviced REO Loans included in the Serviced Loan Combinations or any Serviced
REO Property securing any Serviced Loan Combination), for unreimbursed Property Advances, the Master Servicer’s, the
Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this
clause (iv) with respect to any Mortgage Loan or Serviced REO Property being limited to, as applicable, payments
received from the related Borrower which represent reimbursements of such Property Advances, Liquidation Proceeds, Insurance
Proceeds, Condemnation Proceeds and REO Proceeds with respect to the applicable Mortgage Loan or Serviced REO Property; provided,
that if such Property Advance becomes a Workout-Delayed Reimbursement Amount, then such Property Advance shall thereafter be
reimbursed from amounts recovered on the related Mortgage Loan intended by the modified loan documents to be applied to
reimburse such Workout-Delayed Reimbursement Amount and then from the portion of general collections and recoveries on or in
respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent
collections or recoveries of principal to the extent provided in clause (v) below;


 


(v)         (A) to
reimburse the Trustee, the Special Servicer or itself, in that order (with respect to any Mortgage Loan or Serviced REO
Property), (1) with respect to Nonrecoverable Advances, first, out of Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds and REO Proceeds, if any, received on the related Mortgage Loan and related REO Properties, second,
out of the principal portion of general


 






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collections
on the Mortgage Loans and REO Properties, and then, to the extent the principal portion of general collections is insufficient
and with respect to such deficiency only, subject to any election at its sole discretion (or at the Trustee’s sole discretion
for the reimbursement of the Trustee) to defer reimbursement thereof pursuant to this Section 3.06(a) of this Agreement,
out of other collections on the Mortgage Loans and REO Properties and (2) with respect to the Workout-Delayed Reimbursement
Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties, net of such amounts
being reimbursed pursuant to the preceding clause (1) above, but in the case of either clause (1) or (2) above with
respect to each Serviced Loan Combination, only to the extent that amounts on deposit in the applicable Serviced Loan Combination
Collection Account are insufficient therefor after taking into account any allocation set forth in the related Intercreditor Agreement
(provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if
any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise
on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion
(or such other amount as may be set forth in the related Intercreditor Agreement) of such amount representing Property Advances
allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders), (B) to pay itself or the
Special Servicer out of general collections on the Mortgage Loans and REO Properties, with respect to any Mortgage Loan or Serviced
REO Property any related earned Servicing Fee, Special Servicing Fee, Liquidation Fee or Workout Fee, as applicable, that remained
unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loan
or Serviced REO Property and the deposit into the Collection Account of all amounts received in connection therewith, but in the
case of each Serviced Loan Combination, only to the extent that amounts on deposit in the applicable Serviced Loan Combination
Collection Account are insufficient therefor (provided that the Master Servicer shall, after receiving payment from amounts
on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use
commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain
reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion Loan from the related Companion
Loan Noteholder) and (C) to reimburse the related Other Servicer, the related Other Special Servicer and the related Other
Trustee, as applicable, out of general collections on the Mortgage Loans and REO Properties for the Trust’s pro rata portion
(based on the related Non-Serviced Mortgage Loan’s Stated Principal Balance) of nonrecoverable servicing advances previously
made with respect to the related Non-Serviced Mortgage Loans;


 


(vi)        (A) at
such time as it reimburses the Trustee, the Special Servicer or itself, in that order (with respect to any Mortgage Loan or Serviced
REO Property), for (1) any unreimbursed P&I Advance (including any such P&I Advance that constitutes a Workout-Delayed
Reimbursement Amount) made with respect to a Mortgage Loan pursuant to clause (iii) above, to pay itself or the Trustee, as
applicable, any Advance Interest Amounts accrued and payable thereon, (2) any unreimbursed Property Advances (including any such
Advance that constitutes a Workout-Delayed Reimbursement Amount) made with respect to a Mortgage Loan or Serviced REO


 






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Property
pursuant to clause (iv) above, to pay itself, the Special Servicer or the Trustee, as the case may be, any Advance Interest
Amounts accrued and payable thereon or (3) any Nonrecoverable P&I Advances made with respect to a Mortgage Loan or Serviced
REO Property and any Nonrecoverable Property Advances made with respect to a Mortgage Loan or REO Property or any Workout-Delayed
Reimbursement Amounts pursuant to clause (v) above, to pay itself or the Trustee, as the case may be, any Advance Interest
Amounts accrued and payable thereon, in each case, first, from Penalty Charges as provided in Section 3.12(d); and then,
from general collections, but in the case of a Serviced Loan Combination only to the extent that such Nonrecoverable Advance has
been reimbursed and only to the extent that amounts on deposit in the applicable Serviced Loan Combination Collection Account
are insufficient therefor after taking into account any allocation set forth in the related Intercreditor Agreement (provided
that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly
notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust
any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount representing
Advance Interest Amounts on Property Advances allocable to the related Serviced Companion Loans from the related Companion Loan
Noteholders) and (B) at such time as it reimburses the related Other Servicer, the related Other Special Servicer and the
related Other Trustee, as applicable, for any nonrecoverable servicing advances made with respect to any related Non-Serviced
Mortgage Loan or the related REO Property pursuant to clause (v) above, to pay the related Other Servicer, the related Other
Special Servicer and the related Other Trustee, as applicable, any interest accrued and payable thereon;


 


(vii)       to
reimburse itself, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as the case may be, for
any unreimbursed expenses reasonably incurred by such Person in respect of any Breach or Defect giving rise to a repurchase
obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the enforcement of the repurchase obligation, together with
interest thereon at the Advance Rate, each such Person’s right to reimbursement pursuant to this clause (vii) with
respect to any Mortgage Loan (exclusive of any Mortgage Loan included in the Serviced Loan Combination) subject to the
following: (a) if the Repurchase Price is paid for such Mortgage Loan, then such Person’s right to reimbursement
shall be limited to that portion of the Repurchase Price that represents such expense in accordance with
clause (f) of the definition of Repurchase Price, or (b) if no Repurchase Price is paid or if an amount less
than the Repurchase Price is paid and proceedings are instituted to enforce the related Mortgage Loan Seller’s payment
or performance pursuant to the applicable Mortgage Loan Purchase Agreement or if a Loss of Value Payment is made, then
such Person shall be entitled to reimbursement from the Trust following the adjudication of such proceedings in favor of such
Mortgage Loan Seller, settlement of the Breach or Defect claim, or payment of such Loss of Value Payment, as the case may
be;


 






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(viii)      to
pay itself all Prepayment Interest Excesses on the Mortgage Pool (exclusive of any Mortgage Loan or Serviced REO Loan included
in the Serviced Loan Combination) not required to be used pursuant to Section 3.17(c) of this Agreement;


 


(ix)        (A)
to pay itself, as additional servicing compensation in accordance with Section 3.12(a) of this Agreement, (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account as provided in Section 3.12(b)
of this Agreement (but only to the extent of the net investment earnings with respect to such Collection Account for any period
from any Distribution Date to the immediately succeeding Servicer Remittance Date) and (2) Penalty Charges on the Mortgage
Loans that are not Specially Serviced Loans (exclusive of any Mortgage Loan or Serviced REO Loan included in a Serviced Loan Combination),
but only to the extent collected from the related Borrower and only to the extent that all amounts then due and payable with respect
to the related Mortgage Loan have been paid and are not needed to pay interest on Advances in accordance with Section 3.12
and/or pay or reimburse the Trust for Additional Trust Fund Expenses incurred with respect to such Mortgage Loan during or prior
to the related Collection Period (including Special Servicing Fees, Workout Fees or Liquidation Fees); and (B) to pay the
Special Servicer, as additional servicing compensation in accordance with Section 3.12(b), Net Default Interest and any other
Penalty Charges on Specially Serviced Loans (exclusive of any Mortgage Loan or Serviced REO Loan included in the Serviced Loan
Combination), but only to the extent collected from the related Borrower and only to the extent that all amounts then due and payable
with respect to the related Specially Serviced Loan have been paid and are not needed to pay interest on Advances or Additional
Trust Fund Expenses (including Special Servicing Fees, Workout Fees or Liquidation Fees), all in accordance with Section 3.12;


 


(x)         to
pay itself, the Special Servicer, the Depositor, the Operating Advisor or any of their respective directors, officers,
members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to
Section 6.03(a) of this Agreement (and in the case of a Serviced Loan Combination only to the extent that such amounts
on deposit in the applicable Serviced Loan Combination Collection Account are insufficient therefor after taking into account
any allocation set forth in the related Intercreditor Agreement (provided that the Master Servicer shall, after
receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion
Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the
related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related
Serviced Companion Loans from the related Companion Loan Noteholders)); provided, that for the purposes of
allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated, (a) if relating to a
particular Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata,
among all Mortgage Loans based on the respective Stated Principal Balances of the Mortgage Loans;


 






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(xi)        to
pay for the cost of the Opinions of Counsel contemplated by Sections 3.10(d), 3.10(e), 3.15(a), 3.15(b) and 11.08 of this
Agreement (and in the case of a Serviced Loan Combination only to the extent that such amounts on deposit in the applicable Serviced
Loan Combination Collection Account are insufficient therefor after taking into account any allocation set forth in the related
Intercreditor Agreement (provided that the Master Servicer shall, after receiving payment from amounts on deposit in the
Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable
efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro
rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders));
provided, that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed
allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular
Mortgage Loan, pro rata, among all Mortgage Loans based on the respective Stated Principal Balances of the Mortgage Loans;


 


(xii)       to
pay out of general collections on the Mortgage Loans and REO Properties any and all federal, state and local taxes imposed on the
Lower-Tier REMIC, the Upper-Tier REMIC or any of their assets or transactions, together with all incidental costs and expenses,
to the extent that none of the Master Servicer, the Special Servicer or the Trustee is liable therefor pursuant to this Agreement,
except to the extent such amounts relate solely to the Serviced Loan Combinations, in which case, such amounts will be reimbursed,
first, out of the related Serviced Loan Combination Collection Account from collections on the related Serviced Companion
Loan and the related Mortgage Loan (a) with respect to a Mortgage Loan and related Serviced Pari Passu Companion Loan on a pro
rata basis by principal balance and (b) with respect to a Mortgage Loan and related Subordinate Companion Loan initially, from
amounts allocated to such Subordinate Companion Loan and then from the related Mortgage Loan, and second, to the extent
any such costs and expenses remain unreimbursed, out of the Collection Account; provided, that for the purposes of allocating
Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage
Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans
based on the respective Stated Principal Balances of the Mortgage Loans;


 





(xiii)      to reimburse
the Trustee, the Custodian or the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for
expenses incurred by and reimbursable to it by the Trust Fund, except to the extent such amounts relate solely to a Serviced Loan
Combination, in which case, such amounts will be reimbursed first, from the applicable Serviced Loan Combination Collection
Account(s) in accordance with Section 3.06(b) and then, out of general collections on the Mortgage Loans; provided,
that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated, (a) if
relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro
rata, among all Mortgage Loans based on the respective Stated Principal Balances of the Mortgage Loans;


 






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(xiv)      to
pay any Person permitted to purchase a Mortgage Loan under Section 3.16 of this Agreement with respect to each Mortgage Loan
(exclusive of any Mortgage Loan included in the Serviced Loan Combination), if any, previously purchased by such Person pursuant
to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the date of purchase;


 


(xv)       to
pay to itself, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the Depositor,
as the case may be, any amount specifically required to be paid to such Person at the expense of the Trust Fund under any provision
of this Agreement to which reference is not made in any other clause of this Section 3.06(a) of this Agreement (and,
in the case of an amount specifically related to a Serviced Loan Combination, only to the extent that such amounts on deposit in
the applicable Serviced Loan Combination Collection Account are insufficient therefor after taking into account any allocation
set forth in the related Intercreditor Agreement (provided that the Master Servicer shall, after receiving payment from
amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use
commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement to obtain
reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion
Loan Noteholders)), it being acknowledged that this clause (xv) shall not be construed to modify any limitation or requirement
otherwise set forth in this Agreement as to the time at which any Person is entitled to payment or reimbursement of any amount
or as to the funds from which any such payment or reimbursement is permitted to be made; provided, that (i) any amounts
so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not
related to any particular Mortgage Loan, pro rata, among all Mortgage Loans based on the respective Stated Principal Balances
of the Mortgage Loans;


 


(xvi)      to
withdraw from the Collection Account any sums deposited therein in error and pay such sums to the Persons entitled thereto (including
any amounts relating to a Mortgage Loan that is part of a Serviced Loan Combination);





 


(xvii)     to
pay from time to time to itself in accordance with Section 3.07(b) of this Agreement any interest or investment income earned
on funds deposited in the Collection Account; 





 


(xviii)    to
transfer Excess Liquidation Proceeds allocable to Mortgage Loans to the Lower-Tier Distribution Account for deposit by the Certificate
Administrator into the Excess Liquidation Proceeds Account in accordance with Section 3.05(i) of this Agreement;


 


(xix)       to
pay itself, the Special Servicer or the related Mortgage Loan Seller, as the case may be, with respect to each Mortgage Loan, if
any, previously purchased or substituted (i.e., replaced) by such Person pursuant to or as contemplated by this Agreement,
all amounts received on such Mortgage Loan subsequent to the date of


 






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purchase
or substitution, and, in the case of a substitution, with respect to the related Qualifying Substitute Mortgage Loan(s), all Monthly
Payments due thereon during or prior to the month of substitution, in accordance with the third paragraph of Section 2.03(g)
of this Agreement;


 


(xx)        to
pay to the Certificate Administrator, the Trustee, the Custodian or any of their directors, officers, employees, representatives
and agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(d) of this
Agreement; provided, that any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage
Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans
based on the respective Stated Principal Balances of the Mortgage Loans;


 


(xxi)       pursuant
to the CREFC® License Agreement, to pay the CREFC® License Fee to CREFC® on a monthly
basis; and


 


(xxii)      to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01 of this Agreement.


 


The Master Servicer shall
keep and maintain separate accounting records, on a Mortgage Loan by Mortgage Loan basis, reflecting amounts allocable to each
Mortgage Loan, and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal, debit or credit
from the Collection Account or the Trust Ledger. Upon written request, the Master Servicer shall provide to the Certificate Administrator
such records and any other information in the possession of the Master Servicer to enable the Certificate Administrator to determine
the amounts attributable to (i) the Lower-Tier REMIC with respect to such Mortgage Loans (other than the Excess Interest), (ii)
the Excess Interest and (iii) the Companion Loans.


 


The Master
Servicer shall pay to the Trustee, the Certificate Administrator, the Operating Advisor, the Special Servicer, the Other
Trustee, the Other Servicer or the Other Special Servicer from the Collection Account amounts permitted to be paid to such
person therefrom, promptly upon receipt of a certificate of a Responsible Officer of the Trustee, a responsible officer of
the Other Trustee, a Responsible Officer of the Certificate Administrator, a certificate of an officer of the Operating
Advisor, a certificate of a Servicing Officer or a certificate of the Other Servicer or Other Special Servicer, as
applicable, describing the item and amount to which such Person is entitled (unless such payment to the Trustee, the
Certificate Administrator, the Operating Advisor, the Special Servicer, the Other Trustee, the Other Servicer or Other
Special Servicer, as the case may be, is specifically required pursuant to this Agreement and the timing and the amount of
payment is specified in, or calculable pursuant to, this Agreement, in which case a certificate is not required). The Master
Servicer may rely conclusively on any such certificate and shall have no duty to recalculate the amounts stated therein. The
Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and Serviced REO Loan and any
related Serviced Companion Loan, on a loan-by-loan and property-by-property basis, when appropriate, for the purpose of
justifying any request for withdrawal from the Collection Account.


 






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The Trustee, the Certificate
Administrator, the Custodian, the Special Servicer, the Master Servicer, CREFC®, the Operating Advisor and, with
respect to each Non-Serviced Pari Passu Companion Loan, the Non-Serviced Mortgage Loan Service Providers (to the extent specified
in Section 11.12) shall in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection
Account from time to time for the reimbursement or payment of the Servicing Compensation (including investment income), Trustee/Certificate
Administrator Fees, Special Servicing Compensation (including investment income), the CREFC® License Fee, Operating
Advisor Fees, Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees are actually received
from the Borrowers), Advances, Advance Interest Amounts (for each of such Persons other than CREFC®), their respective
indemnification payments (if any) pursuant to Section 6.03, Section 8.05 or Section 11.02 of this Agreement (for
each of such Persons other than CREFC®), their respective expenses hereunder to the extent such fees and expenses
are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement. For the avoidance of
doubt, any fees or expenses (including legal fees) for which a party is to be indemnified pursuant to Section 6.03 herein
may be submitted directly to the Trust Fund and paid from amounts on deposit in the Collection Account on behalf of such party
pursuant to this Agreement. In addition, the Certificate Administrator, the Trustee, the Special Servicer, the Master Servicer
and the Operating Advisor shall in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection
Account from time to time for the reimbursement and payment of any federal, state or local taxes imposed on either Trust REMIC.


 


Upon the
determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans (or with respect to Property
Advances, the Serviced Loan Combinations) deposited in the Collection Account and available for distribution on the next
Distribution Date, the Master Servicer, the Special Servicer or the Trustee, each at its own option and in its sole
discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.06(a) or Section 3.06(b) of this Agreement immediately, may elect to refrain from
obtaining such reimbursement for such portion of the Nonrecoverable Advance during the Collection Period ending on the
then-current Determination Date for successive one-month periods for a total period not to exceed 12 months (with the consent
of the Directing Holder, for so long as no Control Termination Event has occurred and is continuing, for any deferral in
excess of 6 months). If the Master Servicer, the Special Servicer or the Trustee makes such an election at its sole option
and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with
interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be
fully reimbursable in the subsequent Collection Period (subject, again, to the same sole discretion to elect to defer; it is
acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from
principal collections as described above prior to payment from other collections). In connection with a potential election by
the Master Servicer, the Special Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof during the one-month Collection Period ending on the related Determination Date for any
Distribution Date, the Master Servicer, the


 






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Special Servicer or the Trustee shall further be authorized (in its sole discretion) to wait for principal
collections on the Mortgage Loans and Serviced Companion Loans to be received before making its determination of whether to refrain
from the reimbursement of a particular Nonrecoverable Advance (or portion thereof) until the end of such Collection Period; provided,
the Master Servicer, the Special Servicer or the Trustee shall give notice of its election to the Master Servicer (in the case
of the Special Servicer and the Trustee) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement), at least 15 days prior to any reimbursement to it
of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans unless (1) the
Master Servicer, the Special Servicer or the Trustee determines in its sole discretion that waiting 15 days after such a notice
could jeopardize its ability to recover Nonrecoverable Advances, (2) changed circumstances or new or different information
becomes known to the Master Servicer, the Special Servicer or the Trustee that could affect or cause a determination of whether
any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1)
above, or (3) the Master Servicer, the Special Servicer or the Trustee has not timely received from the Certificate Administrator
information requested by the Master Servicer or the Trustee to consider in determining whether to defer reimbursement of a Nonrecoverable
Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer, the Special Servicer or the Trustee shall
give notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to
interest on the Mortgage Loans as soon as reasonably practicable in such circumstances to the 17g-5 Information Provider (who shall
promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).
None of the Master Servicer, the Special Servicer or the Trustee shall have any liability for any loss, liability or expense resulting
from any notice provided to each Rating Agency contemplated by the immediately preceding sentence.


 


The foregoing
shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such
Person to comply with the conditions to making such an election under this Section 3.06(a) or to comply with the terms
of this Section 3.06(a) and the other provisions of this Agreement that apply once such an election, if any, has been
made. If the Master Servicer, the Special Servicer or the Trustee, as applicable, determines, in its sole discretion, that it
should recover the Nonrecoverable Advances without deferral as described above, then the Master Servicer, the Special
Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest
thereon at the Advance Rate from all amounts in the Collection Accounts for such Distribution Date. Any such election by any
such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof
with respect to any one or more Collection Periods shall not limit the accrual of interest at the Advance Rate on such
Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master
Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, election to defer reimbursement of such
Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and, as applicable, the Serviced
Companion Loan Noteholders and shall not be construed as an obligation on the part of the Master Servicer, the Special
Servicer or the Trustee, as applicable, or a right of the Certificateholders or the Serviced Companion Loan Noteholders.
Nothing


 






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herein
shall be deemed to create in the Certificateholders or the Serviced Companion Loan Noteholders a right to prior payment of distributions
over the Master Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, right to reimbursement for
Advances (deferred or otherwise). In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable
Advances shall be deemed to be in accordance with the Servicing Standard and neither the Master Servicer, the Special Servicer
nor the other parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of
the Serviced Companion Loan Noteholders for any such election that such party makes as contemplated by this Section 3.06(a)
or for any losses, damages or other adverse economic or other effects that may arise from such an election.


 


None of the Master Servicer,
the Special Servicer or the Trustee shall be permitted to reverse any other Person’s determination, or to prohibit any such
other authorized Person from making a determination, that an Advance constitutes, or would constitute, a Nonrecoverable Advance.


 


If the Master Servicer,
the Special Servicer, the Trustee or any Non-Serviced Mortgage Loan Service Provider, as applicable, is reimbursed out of general
collections for any unreimbursed Advances that are determined to be Nonrecoverable Advances (together with any Advance Interest
Amount), then (for purposes of calculating distributions on the Certificates) such reimbursement and payment of interest shall
be deemed to have been made: first, out of the Principal Distribution Amount, which, but for its application to reimburse
a Nonrecoverable Advance and/or to pay the Advance Interest Amount, would be included in Available Funds for any subsequent Distribution
Date and, second, out of other amounts which, but for their application to reimburse a Nonrecoverable Advance and/or to
pay the Advance Interest Amount, would be included in Available Funds for any subsequent Distribution Date. No Non-Serviced Mortgage
Loan Servicer Provider shall be reimbursed for any principal and/or interest advances (or any interest thereon) made under the
related Other Pooling and Servicing Agreement by such Non-Serviced Mortgage Loan Service Provider with respect to any Non-Serviced
Companion Loan from general collections and recoveries on the Mortgage Loans (other than the related Non-Serviced Mortgage Loan)
and such Non-Serviced Mortgage Loan Service Provider shall only be entitled to reimbursement of such amounts from collections
on the related Non-Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement.





 


If and to the
extent that any payment is deemed to be applied as contemplated in the paragraph above to reimburse a Nonrecoverable Advance
or to pay the Advance Interest Amount, then the Principal Distribution Amount for such Distribution Date shall be reduced, to
not less than zero, by the amount of such reimbursement. If and to the extent (i) any Advance is determined to be a
Nonrecoverable Advance, (ii) such Advance and/or the Advance Interest Amount is reimbursed out of the Principal
Distribution Amount as contemplated above and (iii) the particular item for which such Advance was originally made is
subsequently collected out of payments or other collections in respect of the related Mortgage Loan, then the Principal
Distribution Amount for the Distribution Date that corresponds to the Collection Period in which such item was recovered
shall be increased by an amount equal to the lesser of (A) the amount of such item and (B) any previous reduction
in the Principal Distribution


 






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Amount
for a prior Distribution Date as contemplated in the paragraph above resulting from the reimbursement of the subject Advance and/or
the payment of the Advance Interest Amount.


 


(b)         The Master Servicer
shall maintain a separate Trust Ledger with respect to the Serviced Loan Combinations that it is servicing on which it shall make
ledger entries as to amounts deposited (or credited) or withdrawn (or debited) with respect thereto. On each Servicer Remittance
Date (or such other date as may be specified in this Agreement or on which funds are available for such purpose as specified below),
with respect to each Serviced Loan Combination, subject to any limitations in the related Intercreditor Agreement, the Master Servicer
shall make withdrawals from amounts allocated thereto in the related Serviced Loan Combination Collection Account (and may debit
the Trust Ledger) for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):


 


(i)          to
make remittances each month in an aggregate amount of immediately available funds equal to the allocable portion of the applicable
Serviced Loan Combination Remittance Amount to (A) the related Serviced Companion Loan Noteholders in accordance with Section 3.05(h)
of this Agreement in respect of amounts allocable to the related Serviced Companion Loans, and (B) the Collection Account
for the benefit of the Trust in respect of amounts allocable to the related Mortgage Loan, in each case (x) based on the amount
allocable to the related Mortgage Loan and the related Companion Loan pursuant to the terms of the related Intercreditor Agreement
and (y) after taking into account the amounts permitted to be withdrawn from the Serviced Loan Combination Account pursuant to
this Section 3.06(b) and the allocation of such amount as between the Mortgage Loan and related Companion Loans as provided in
the related Intercreditor Agreement; provided that (1) Liquidation Proceeds relating to the repurchase of any Serviced Companion
Loan by the related seller thereof shall be remitted solely to the holder of such Serviced Companion Loan, as the case may be and
(2) Liquidation Proceeds relating to the repurchase of a Mortgage Loan related to a Serviced Loan Combination by the related Mortgage
Loan Seller shall be remitted solely to the Collection Account;


 


(ii)         to
pay (A) to itself unpaid Servicing Fees and to the Special Servicer unpaid Special Servicing Fees, Liquidation Fees and
Workout Fees in respect of such Serviced Loan Combination or related Serviced REO Loan, as applicable, the Master
Servicer’s or the Special Servicer’s, as applicable, rights to payment of Servicing Fees, Special Servicing Fees,
Liquidation Fees and Workout Fees, as applicable, pursuant to this clause (ii)(A) with respect to such Serviced
Loan Combination or related Serviced REO Loan, as applicable, being limited to amounts received on or in respect of such
Serviced Loan Combination (whether in the form of payments, Liquidation Proceeds, Insurance Proceeds or Condemnation
Proceeds), or such Serviced REO Loan (whether in the form of REO Proceeds, Liquidation Proceeds, Insurance Proceeds or
Condemnation Proceeds), that are allocable as recovery of interest thereon and (B) to the Special Servicer, each month
to the extent not covered by clause (ii)(A) above, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees
in respect of such Serviced Loan Combination or related Serviced REO Loan, as applicable, remaining unpaid out of general
collections in the Collection Account as provided in Section 3.06(a)(ii) of this Agreement;


 






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(iii)        to
reimburse the Trustee or itself, in that order, for unreimbursed P&I Advances with respect to the applicable Mortgage Loan
and to reimburse the related Serviced Companion Loan Service Provider for unreimbursed principal and/or interest advances with
respect to the applicable Serviced Companion Loan, the Master Servicer’s, the Trustee’s and the applicable Serviced
Companion Loan Service Provider’s right to reimbursement pursuant to this clause (iii) being limited to amounts
received in the applicable Serviced Loan Combination Collection Account which represent Late Collections received in respect of
such Mortgage Loan or Serviced Companion Loan, as applicable (as allocable thereto pursuant to the related Loan Documents and the
related Intercreditor Agreement), during the applicable period; provided, that to the extent such amounts are insufficient
to repay such P&I Advances on any Mortgage Loan as to which there is a related Subordinate Companion Loan, such P&I Advances
may be reimbursed, on a pro rata basis with any reimbursement to the related Serviced Companion Loan Service Provider for
unreimbursed principal and/or interest advances with respect to the applicable Serviced Companion Loan, from collections on the
related Serviced Loan Combination allocable to such Subordinate Companion Loan; provided, further, that if such P&I
Advance on the applicable Mortgage Loan becomes a Nonrecoverable Advance or a Workout Delayed Reimbursement Amount, then such P&I
Advance shall thereafter be reimbursed in accordance with clause (v) below;


 


(iv)        to
reimburse the Trustee, the Special Servicer or itself, in that order, as applicable (with respect to such Serviced Loan Combination
or Serviced REO Property), for unreimbursed Property Advances with respect to such Serviced Loan Combination or related Serviced
REO Property, the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment
pursuant to this clause (iv) being limited to, as applicable, related payments by the applicable Borrower with respect
to such Property Advance, Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds and REO Proceeds with respect to
such Serviced Loan Combination; provided, that if such Property Advance becomes a Nonrecoverable Advance or a Workout Delayed
Reimbursement Amount, then such Property Advance shall thereafter be reimbursed in accordance with clause (v) below;





 


(v)         (A) to
reimburse the Trustee, the Special Servicer or itself, in that order, (with respect to such Serviced Loan Combination or
related REO Property), as applicable (x) with respect to Nonrecoverable Advances, first, out of Liquidation
Proceeds, Insurance Proceeds, Condemnation Proceeds and REO Proceeds received on the related Serviced Loan Combination and
related REO Properties, and second, out of general collections in the Collection Account as provided in
Section 3.06(a) and (y) with respect to the Workout Delayed Reimbursement Amounts, first, out of the
principal portion of the general collections on the Serviced Loan Combination and related REO Properties, net of such amounts
being reimbursed pursuant to the subclause first in the preceding clause (x) above and second out of
general collections in the Collection Account as provided in Section 3.06(a); provided that in the case of both
clause (x) and clause (y) of this clause (v), prior to making any reimbursement from general collections,
such reimbursements shall be made first, from collections on,


 






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and
proceeds of the applicable Serviced Subordinate Companion Loan, if any, and then from collections on, and proceeds of the related
Mortgage Loan, or in the case of a Serviced Loan Combination with a Serviced Pari Passu Companion Loan, on a pro rata basis
as between the Mortgage Loan and any related Serviced Pari Passu Companion Loans (based on the Mortgage Loan’s Stated Principal
Balance or related Serviced Companion Loan’s principal balance) and then from general collections of the Trust (provided
that, in the case of a Property Advance that is a Nonrecoverable Advance, the Master Servicer shall, after receiving payment
from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and
(ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Intercreditor Agreement
to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the
related Companion Loan Noteholders) or (B) to pay itself or the Special Servicer out of general collections on such Serviced
Loan Combination and related REO Properties, any related earned Servicing Fee, Special Servicing Fee, Liquidation Fee or Workout
Fee, as applicable, that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made
with respect to such Serviced Loan Combination or related REO Property and the deposit into the applicable Serviced Loan Combination
Collection Account of all amounts received in connection therewith; provided that, notwithstanding the foregoing, such
party’s rights to reimbursement pursuant to this clause (v) with respect to any such Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount that is a P&I Advance, being limited (except to the extent set forth in Section 3.06(a))
to amounts on deposit in the applicable Serviced Loan Combination Collection Account that were received in respect of the particular
Mortgage Loan (as allocable thereto pursuant to the related Loan Documents and the related Intercreditor Agreement) in the related
Serviced Loan Combination as to which such Nonrecoverable Advance or such Workout-Delayed Reimbursement Amount were incurred (provided,
that to the extent such amounts are insufficient to repay such Advances on any Mortgage Loan as to which there is a related Serviced
Subordinate Companion Loan, such P&I Advances may be reimbursed from collections on the related Serviced Loan Combination
allocable to such Serviced Subordinate Companion Loan);





 


(vi)        at
such time as it reimburses the Trustee, the Special Servicer or itself, in that order, as applicable, for (A) any
unreimbursed P&I Advance with respect to the applicable Mortgage Loan (including any such Advance that constitutes a
Workout Delayed Reimbursement Amount) or any unreimbursed principal and/or interest advance with respect to the related
Serviced Companion Loan pursuant to clause (iii) above, to pay itself, the Trustee or such Serviced Companion Loan
Service Provider, as applicable, any Advance Interest Amounts accrued and payable thereon, (B) any unreimbursed Property
Advances (including any such Advance that constitutes a Workout Delayed Reimbursement Amount) pursuant to clause (iv)
above, to pay itself, the Special Servicer or the Trustee, as the case may be, any Advance Interest Amounts accrued and
payable thereon or (C) any Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the Special
Servicer, the Trustee or any Serviced Companion Loan Service Provider, as the case may be, any Advance Interest Amounts
accrued and payable thereon, with such amounts payable in the case of clauses (A), (B)


 






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and
(C) above, first, from Penalty Charges pursuant to Section 3.12(d), then, from collections on, and proceeds of the
applicable Serviced Subordinate Companion Loan, if any, and then, from collections on, and proceeds of, on a pro rata basis
as between the Mortgage Loan and any related other Serviced Pari Passu Companion Loans (based on the Mortgage Loan’s Stated
Principal Balance or related Serviced Pari Passu Companion Loan’s principal balance), provided that, notwithstanding
the foregoing, such party’s rights to reimbursement pursuant to this clause (vi) with respect to any such interest
on P&I Advances (including any such P&I Advance that is a Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount)
being limited to amounts on deposit in the applicable Serviced Loan Combination Collection Account that were received in respect
of the particular Mortgage Loan (as allocable thereto pursuant to the related Loan Documents and the related Intercreditor Agreement)
in the related Serviced Loan Combination as to which such advance relates (provided, that any Mortgage Loan as to which there
is a related Serviced Subordinate Companion Loan, such interest on P&I Advances may be reimbursed from collections on the
related Serviced Loan Combination allocable to such Serviced Subordinate Companion Loan);


 


(vii)       to
reimburse itself, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as the case may be, as applicable,
for any unreimbursed expenses reasonably incurred by such Person in respect of any Breach or Defect with respect to the Mortgage
Loan giving rise to a repurchase obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage
Loan Purchase Agreement or, with respect to a Serviced Companion Loan, under the related mortgage loan purchase agreement, including,
without limitation, any expenses arising out of the enforcement of the repurchase obligation, each such Person’s right to
reimbursement pursuant to this clause (vii) with respect to such Serviced Loan Combination being limited to that portion
of the Repurchase Price paid for the related Mortgage Loan that represents such expense in accordance with clause (e) of
the definition of Repurchase Price (or, with respect to a Serviced Companion Loan, a comparable expense);





 


(viii)      to
pay itself all Prepayment Interest Excesses on any related Mortgage Loan or Serviced Companion Loan included in the Serviced Loan
Combinations not required to be used pursuant to Section 3.17(c) of this Agreement;


 


(ix)        (A) to
pay itself, as additional servicing compensation in accordance with Section 3.12(a), (1) interest and investment income
earned in respect of amounts relating to such Serviced Loan Combination held in the applicable Serviced Loan Combination
Collection Account as provided in Section 3.07(b) (but only to the extent of the net investment earnings with
respect to such Serviced Loan Combination Collection Account for any period from any Distribution Date to the immediately
succeeding Servicer Remittance Date) and (2) any Penalty Charges on the related Mortgage Loan and Serviced Companion Loan
(except to the extent prohibited by the related Intercreditor Agreement and other than Specially Serviced Loans) but only to
the extent collected from the related Borrower and to the extent that all amounts then due and payable with respect to the
Serviced Loan Combinations have been paid and are not needed to pay Advance Interest Amounts, interest on debt service
advances made by the related Serviced Companion Loan Service Provider and/or Additional Trust


 






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Fund
Expenses in accordance with Section 3.12 and the related Intercreditor Agreement; and (B) to pay the Special Servicer,
as additional servicing compensation in accordance with the second paragraph of Section 3.12, the portion of any Penalty
Charges on the related Mortgage Loan and Serviced Companion Loan (except to the extent prohibited by the related Intercreditor
Agreement), during the period it is a Specially Serviced Loan (but only to the extent collected from the related Borrower and
to the extent that all amounts then due and payable with respect to the related Specially Serviced Loan have been paid and are
not needed to pay interest on Advances, interest on debt service advances made by the related Serviced Companion Loan Service
Provider and/or Additional Trust Fund Expenses in accordance with Section 3.12 and the related Intercreditor Agreement);


 


(x)         to
recoup any amounts deposited in such Serviced Loan Combination Collection Account in error;


 


(xi)        to
pay itself, the Special Servicer, the Depositor or any of their respective directors, officers, members, managers, employees and
agents, as the case may be, any amounts payable to any such Person pursuant to Sections 6.03(a) or 6.03(b), to the extent
that such amounts relate to such Serviced Loan Combinations;


 


(xii)       to
pay for the cost of the Opinions of Counsel contemplated by Sections 3.10(d), 3.10(e), 3.15(a), 3.15(b) and 11.08 to the extent
that such opinions specifically relate to such Serviced Loan Combinations;


 


(xiii)      to
pay out of general collections on such Serviced Loan Combination and related Serviced REO Property any and all federal,
state and local taxes imposed on the Upper-Tier REMIC, the Lower-Tier REMIC or any of their assets or transactions, together
with all incidental costs and expenses, in each case to the extent that neither the Master Servicer, the Special Servicer,
the Certificate Administrator nor the Trustee is liable therefor pursuant to this Agreement and only to the extent that such
amounts relate to the related Mortgage Loan or to the Serviced Companion Loans (but only to the extent that any Serviced
Companion Loan is included in a REMIC);


 


(xiv)      to
reimburse the Trustee and the Certificate Administrator out of general collections on such Serviced Loan Combination and related
REO Properties for expenses incurred by and reimbursable to it by the Trust Fund specifically related to such Serviced Loan Combination;


 


(xv)       to
pay any Person permitted to purchase a Mortgage Loan under Section 3.16 with respect to the Mortgage Loan included in such
Serviced Loan Combination, if any, previously purchased by such Person pursuant to this Agreement, all amounts received thereon
subsequent to the date of purchase relating to periods after the date of purchase;


 


(xvi)      to
deposit in the Interest Reserve Account the amounts with respect to the Mortgage Loan included in such Serviced Loan Combination
required to be deposited in the Interest Reserve Account pursuant to Section 3.05(e); 





 






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(xvii)     to
pay to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Depositor, as the case may
be, to the extent that such amounts relate to the Mortgage Loan included in such Serviced Loan Combination, any amount specifically
required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement to which reference is
not made in any other clause of this Section 3.06(b), it being acknowledged that this clause (xvii) shall not
be construed to modify any limitation or requirement otherwise set forth in this Agreement or in the related Intercreditor Agreement
as to the time at which any Person is entitled to payment or reimbursement of any amount or as to the funds from which any such
payment or reimbursement is permitted to be made;


 


(xviii)    to
pay the related Mortgage Loan Seller with respect to the Mortgage Loan included in such Serviced Loan Combination, if any, previously
purchased or substituted (i.e., replaced) by such Person pursuant to or as contemplated by this Agreement, all amounts received
on such Mortgage Loan subsequent to the date of purchase or substitution, and, in the case of a substitution, with respect to the
related Qualifying Substitute Mortgage Loan(s), all Monthly Payments due thereon during or prior to the month of substitution,
in accordance with the third paragraph of Section 2.03(g); and


 


(xix)       to
clear and terminate such Serviced Loan Combination Collection Account at the termination of this Agreement pursuant to Section 9.01.


 


In the case of the
amounts payable as set forth above in this Section 3.06(b) with respect to any Serviced Loan Combination, if such amount
is not specifically payable, pursuant to the terms of this Agreement or the related Intercreditor Agreement, out of
collections or proceeds allocable to any particular note that is a part of such Serviced Loan Combination, such amount shall
be paid from collections on, and proceeds of the related Serviced Subordinate Companion Loan, if any, and then, from
collections on, and proceeds of, on a pro rata basis as between, the related Mortgage Loan and any related Serviced
Pari Passu Companion Loans (based on the related Mortgage Loan’s principal balance or the related Serviced Pari Passu
Companion Loan’s principal balance) and then, to the extent provided for in this Agreement, from general
collections.


 


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property-by-property basis when appropriate, for the purpose
of justifying any withdrawal from any Serviced Loan Combination Collection Account. All withdrawals with respect to any Serviced
Loan Combination shall be made first, from the applicable Serviced Loan Combination Collection Account and then,
from the Master Servicer’s Collection Account to the extent permitted by Section 3.06(a). Upon request, the Master Servicer
shall provide to the Certificate Administrator such records and any other information in the possession of the Master Servicer
to enable the Certificate Administrator to determine the amounts attributable to the Lower-Tier REMIC and the Companion Loans.


 


The Master Servicer shall
pay to the Special Servicer from the Serviced Loan Combination Collection Accounts amounts permitted to be paid to it therefrom
promptly upon


 






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receipt
of a certificate of a Servicing Officer of such Special Servicer describing the item and amount to which the Special
Servicer is entitled (unless such payment to the Special Servicer is specifically required pursuant to this Agreement and the
timing and the amount of payment is specified in, or calculable pursuant to, this Agreement, in which case a certificate is
not required). The Master Servicer may rely conclusively on any such certificate and shall have no duty to recalculate the
amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan
included in the Serviced Loan Combination and related REO Loan, on a loan-by-loan and property-by-property basis when
appropriate, for the purpose of justifying any request for withdrawal from any Serviced Loan Combination Collection
Account.


 


Any permitted withdrawals
under this Section 3.06(b) with respect to reimbursement for advances or other amounts payable to an Other Trustee shall,
if applicable, also be deemed to be a permitted withdrawal for similar amounts owed to the fiscal agent of the Other Trustee, if
any.


 


Notwithstanding anything
to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer shall withdraw from the related
Serviced Loan Combination Collection Account and remit to the related Serviced Companion Loan Noteholders, within (x) with
respect to any Serviced Subordinate Companion Loan, if required pursuant to the terms of the related Intercreditor Agreement,
within two (2) Business Days of receipt thereof and (y) with respect to any Serviced Pari Passu Companion Loan, one (1) Business
Day after the Determination Date, any amounts that represent Late Collections or Principal Prepayments on such Serviced Companion
Loan or any successor REO Loan with respect thereto, that are received by the Master Servicer subsequent to 3:00 p.m. (New York
City time) on the related Due Date therefor in any calendar month (exclusive of any portion of such amount payable or reimbursable
to any third party in accordance with the related Intercreditor Agreement or this Agreement), unless such amount would otherwise
be included in the scheduled monthly remittance to the holder of such Serviced Companion Loan for such month.





 


If the Master Servicer
fails, as of 5:00 p.m. (New York City time) on any Servicer Remittance Date or any other date a remittance is required to be made,
to remit to the Certificate Administrator (in respect of the related Mortgage Loan) or the Serviced Companion Loan Noteholders
(in respect of any related Serviced Companion Loan) any amounts required to be so remitted hereunder by such date (including any
P&I Advance pursuant to Section 4.07 and any Excess Liquidation Proceeds allocable to the Serviced Companion Loans pursuant
to Section 4.01(d)), the Master Servicer shall pay to the Certificate Administrator (in respect of the Mortgage Loan) or the
Serviced Companion Loan Noteholders (in respect of the Serviced Companion Loan), for the account of the Certificate Administrator
(in respect of the Mortgage Loan) or the Serviced Companion Loan Noteholders (in respect of the Serviced Companion Loans), interest,
calculated at the Prime Rate, on such amount(s) not timely remitted, from the time such payment was required to be made (without
regard to any grace period) until (but not including) the date such late payment is received by the Certificate Administrator or
the Serviced Companion Loan Noteholders, as applicable.


 






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(c)          On each Servicer
Remittance Date, all net income and gain realized from investment of funds to which the Master Servicer or the Special Servicer
is entitled pursuant to Section 3.07(b) of this Agreement shall be subject to withdrawal by the Master Servicer or the
Special Servicer, as applicable.


  


(d)          With
respect to the Serviced Loan Combinations, if amounts required to pay the expenses allocable to any related Serviced Companion
Loan exceed amounts on deposit in the Serviced Loan Combination Collection Account, the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as applicable, may seek reimbursement from the Trust Fund with respect to such expenses
allocable to such Serviced Companion Loan. The Master Servicer or Special Servicer, as applicable, shall use commercially reasonable
efforts (on behalf of the Trust Fund, subject to the related Intercreditor Agreement) to exercise the rights of the Trust under
the related Intercreditor Agreement to obtain payment or reimbursement from the holder of the related Serviced Subordinate Companion
Loan, if any, and then for the pro rata portion of such expenses allocable to the Serviced Pari Passu Companion Loan from
the related Serviced Companion Loan Noteholder or, if such Serviced Companion Loan has been deposited into a securitization, out
of general collections in the collection account established pursuant to the related Other Pooling and Servicing Agreement.





 


(e)          If any Loss of
Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced REO
Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer (provided that, (1) with respect
to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such liquidation
event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and
the Special Servicer with five Business Days’ prior notice of such final Distribution Date), transfer such Loss of Value
Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the
Collection Account for the following purposes:


 


(i)          to
reimburse the Special Servicer (if not already reimbursed), the Master Servicer or the Trustee, in accordance with Section 3.06(a)
of this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced
REO Property (together with the Advance Interest Amount);


 


(ii)         to
pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment of, any compensation
or expense relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of such Loss
of Value Payments, would constitute an Additional Trust Fund Expense including any Liquidation Fee and any other amount due, payable
or reimbursable to the parties to this Agreement;


 


(iii)        to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be (as
calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any
related successor REO Loan;


 






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(iv)        following
the occurrence of a liquidation event with respect to such Mortgage Loan or any related Serviced REO Property and any related
transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any
other Mortgage Loan or Serviced REO Loan; and 





 


(v)         On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above, to each
Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such
Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that are attributable
to such Mortgage Loan or related REO Property, as the case may be, Additional Trust Fund Expenses or any Nonrecoverable Advances
incurred with respect to the Mortgage Loan related to such contribution.


 


Any Loss of Value
Payments transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior paragraph shall be treated as
Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with respect
thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Account pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in
respect of the Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection
Account to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


(f)          Reserved.


 


(g)         The Certificate
Administrator may, from time to time, make withdrawals from the Lower-Tier Distribution Account for any of the following purposes
(the order set forth below shall not indicate any order of priority), in each case to the extent not previously paid from the Collection
Account:


 


(i)          to
make deposits of the Lower-Tier Distribution Amount and the amount of any Prepayment Premium and Yield Maintenance Charges distributable
pursuant to Section 4.01(a) of this Agreement in the Upper-Tier Distribution Account, and to make distributions on the Class
LR Certificates in respect of the Class LTR Interest pursuant to Section 4.01(a) of this Agreement;


 


(ii)         to
pay itself, the Trustee and the Custodian respective portions of any accrued but unpaid Trustee/Certificate Administrator Fees;


 


(iii)        to
pay itself an amount equal to all net income and gain realized from investment of funds in the Lower-Tier Distribution Account
pursuant to Section 3.07(b) of this Agreement;


 


(iv)        to
pay to itself, the Trustee, the Custodian or any of their directors, officers, employees, representatives and agents, as the case
may be, any amounts


 






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payable
or reimbursable to any such Person pursuant to Section 8.05(b), Section 8.05(c) and Section 8.05(d) of this Agreement;


 


(v)         to
recoup any amounts deposited in the Lower-Tier Distribution Account in error; and


 


(vi)        to
clear and terminate the Lower-Tier Distribution Account at the termination of this Agreement pursuant to Section 9.01 of this
Agreement.


 





 


(h)         The Certificate
Administrator may make withdrawals from the Upper-Tier Distribution Account for any of the following purposes:


 


(i)          to
make distributions to Certificateholders (other than Holders of the Class V and Class LR Certificates) on each Distribution
Date pursuant to Section 4.01 or Section 9.01 of this Agreement, as applicable;


 


(ii)         to
recoup any amounts deposited in the Upper-Tier Distribution Account in error; and


 


(iii)        to
clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 9.01 of
this Agreement.





 


Section 3.07          Investment
of Funds in the Collection Accounts, the Serviced Loan Combination Collection Accounts, the Distribution Accounts, the Interest
Reserve Account, the Excess Liquidation Proceeds Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts
and the Reserve Accounts. (a)  The Master Servicer (with respect to the Collection Account, any Serviced Loan Combination
Collection Account and any Borrower Accounts (as defined below and subject to the second succeeding sentence)), the Special Servicer
(with respect to any REO Account) and the Certificate Administrator (with respect to the Distribution Accounts, the Interest Reserve
Account and the Excess Liquidation Proceeds Account) may direct any depository institution maintaining the Collection Account,
any Serviced Loan Combination Collection Account, the Excess Liquidation Proceeds Account, any Borrower Accounts, any REO Account,
the Interest Reserve Account and the Distribution Accounts (each such account, for purposes of this Section 3.07, an “Investment
Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or
are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which
such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any investment of funds on deposit
in an Investment Account by the Master Servicer, the Special Servicer or the Certificate Administrator shall be documented in
writing and shall provide evidence that such investment is a Permitted Investment which matures at or prior to the time required
hereby or is payable on demand. In the case of any Escrow Account, Lock-Box Account, Cash Collateral Account or Reserve Account
(the “Borrower Accounts”), the Master Servicer shall act upon the written request of the related Borrower or
Manager to the extent that the Master Servicer is required to do so under the terms of the respective Loan Documents, provided
that in the absence of appropriate written instructions from the related Borrower or Manager meeting the requirements of this
Section 3.07, the Master Servicer shall have no obligation to, but will be entitled to, direct the investment of funds in
such accounts in


 






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Permitted
Investments. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an
Investment Account shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee.
The Certificate Administrator shall have sole control (except with respect to investment direction which shall be in the control
of the Master Servicer or the Special Servicer, with respect to any REO Accounts, as an independent contractor to the Trust Fund) over
each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the
Certificate Administrator or its agent (which shall initially be the Master Servicer), together with any document of transfer,
if any, necessary to transfer title to such investment to the Trustee or its nominee. Neither the Certificate Administrator nor
the Trustee shall have any responsibility or liability with respect to the investment directions of the Master Servicer, the Special
Servicer, any Borrower or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Master
Servicer shall have no responsibility or liability with respect to the investment directions of the Special Servicer, the Certificate
Administrator, the Trustee, any Borrower or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise.
The Special Servicer shall have no responsibility or liability with respect to the investment directions of the Master Servicer,
the Certificate Administrator, the Trustee, any Borrower or Manager or any losses resulting therefrom, whether from Permitted
Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment
payable on demand, the Master Servicer (or the Special Servicer or the Certificate Administrator, as applicable) shall:


 


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


 


(y)          demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer (or the Special Servicer or the Certificate
Administrator, as applicable) that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter
on deposit in the related Investment Account.


 


(b)          All
income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master
Servicer (except with respect to the investment of funds deposited in (i) any Borrower Account, which shall be for the
benefit of the related Borrower to the extent required under the related Loan Documents for the Mortgage Loan or applicable
law, (ii) any REO Account and the Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer or
(iii) the Excess Liquidation Proceeds Account, the Interest Reserve Account and the Distribution Accounts, which shall
be for the benefit of the Certificate Administrator) and, if held in the Collection Account, any Serviced Loan Combination
Collection Account, REO Account or Distribution Account shall be subject to withdrawal by the Master Servicer, the Special
Servicer or the Certificate Administrator, as applicable, in accordance with Section 3.06 or Section 3.15(b) of
this Agreement, as applicable. The Master Servicer, or with respect to any REO Account or Loss of Value Reserve Fund, the
Special Servicer, or with respect to the Excess Liquidation Proceeds Account, the Distribution


 






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Accounts,
the Certificate Administrator, shall deposit from its own funds into the Collection Account, the applicable Serviced Loan Combination
Collection Account, any REO Account or Loss of Value Reserve Fund, the Excess Liquidation Proceeds Account, the Interest Reserve
Account or the Distribution Accounts, as applicable, the amount of any loss incurred in respect of any such Permitted Investment
immediately upon realization of such loss; provided, that the Master Servicer, the Special Servicer or the Certificate
Administrator, as applicable, may reduce the amount of such payment to the extent it forgoes any investment income in such Investment
Account otherwise payable to it. The Master Servicer shall also deposit from its own funds in any Borrower Account immediately
upon realization of such loss the amount of any loss incurred in respect of Permitted Investments, except to the extent that amounts
are invested at the direction of or for the benefit of the Borrower under the terms of the related Loan Documents for the Mortgage
Loan, Serviced Loan Combination or applicable law; provided that neither the Master Servicer nor the Special Servicer shall
be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result
of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account,
so long as such depository institution or trust company has satisfied the qualifications set forth in the definition of Eligible
Account both (x) at the time the investment was made and (y) 30 days prior to such insolvency.


 


(c)          Except as otherwise
expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if
a default occurs in any other performance required under any Permitted Investment, in either case as a result of an action or inaction
of the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable, the Trustee may, and upon the request
of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action as may be
appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. If the
Trustee takes any such action, (i) the Master Servicer, if such Permitted Investment was for the benefit of the Master Servicer,
(ii) the Special Servicer, if such Permitted Investment was for the benefit of the Special Servicer or (iii) the Certificate
Administrator, if such Permitted Investment was for the benefit of the Certificate Administrator, shall pay or reimburse the Trustee
for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in connection therewith.


 


Notwithstanding the foregoing,
for so long as Wells Fargo Bank, National Association is Certificate Administrator, funds held in the Distribution Account, Interest
Reserve Account and Excess Liquidation Proceeds Account shall not be invested.


 


Section 3.08          Maintenance
of Insurance Policies and Errors and Omissions and Fidelity Coverage. (a)  In the case of each Mortgage Loan or Serviced
Loan Combination, as applicable (but excluding any REO Loan and any Non-Serviced Mortgage Loan), the Master Servicer shall use
commercially reasonable efforts consistent with the Servicing Standard to cause the related Borrower, with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan) and Serviced Loan Combinations that it is servicing, to maintain the following
insurance coverage (including identifying the extent to which such Borrower is maintaining insurance coverage and, if such Borrower
does not so maintain, the Master Servicer will itself cause to be maintained with Qualified Insurers) for the related Mortgaged
Property: (x) except where the Loan Documents permit a Borrower to rely on self-insurance provided by a tenant, a


 






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fire
and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is
at least equal to the lesser of (i) the full replacement cost of improvements securing such Mortgage Loan or Serviced Loan
Combination, as applicable, and (ii) the Stated Principal Balance of such Mortgage Loan or Serviced Loan Combination, as
applicable, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause and (y) all
other insurance coverage (including, but not limited to, coverage for acts of terrorism) that is required, subject to applicable
law, under the related Loan Documents; provided, that:


 


(i)          the
Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property
unless the Trustee has an insurable interest and (x) such insurance policy was in effect at the time of the origination
of the related Mortgage Loan or Serviced Loan Combination, as applicable, or (y) such insurance policy was required by
the related Loan Documents and is available at commercially reasonable rates, provided that the Master Servicer shall
require the related Borrower to maintain such insurance in the amount, in the case of clause (x), maintained at
origination, and in the case of clause (y), required by such Mortgage Loan or Serviced Loan Combination, in each case,
to the extent such amounts are available at commercially reasonable rates and to the extent the Trustee has an insurable
interest;


 


(ii)         if
and to the extent that any Loan Document grants the lender thereunder any discretion (by way of consent, approval or otherwise)
as to the insurance provider from whom the related Borrower is to obtain the requisite insurance coverage, the Master Servicer
shall (to the extent consistent with the Servicing Standard) require the related Borrower to obtain the requisite insurance coverage
from Qualified Insurers;


 


(iii)        the
Master Servicer shall have no obligation beyond using its reasonable efforts consistent with the Servicing Standard to cause any
Borrower to maintain the insurance required to be maintained under the Loan Documents; provided, that this clause shall
not limit the Master Servicer’s obligation to obtain and maintain a force-placed insurance policy, as provided herein;


 


(iv)        except
as provided below (including under clause (vi) below), in no event shall the Master Servicer be required to cause the Borrower
to maintain, or itself obtain, insurance coverage to the extent that the failure of such Borrower to maintain insurance coverage
is an Acceptable Insurance Default (as determined by the Special Servicer);


 


(v)         to
the extent that the Master Servicer itself is required to maintain insurance that the Borrower does not maintain, the Master Servicer
will not be required to maintain insurance other than what is available to the Master Servicer on a force-placed basis at commercially
reasonable rates, and only to the extent the Trust as lender has an insurable interest thereon; and


 


(vi)        any
explicit terrorism insurance requirements contained in the related Loan Documents shall be enforced by the Master Servicer in
accordance with the 


 






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Servicing
Standard, unless the Special Servicer (and, if no Control Termination Event has occurred and is continuing, the Directing Holder)
have consented to a waiver (including a waiver to permit the Master Servicer to accept insurance that does not comply with specific
requirements contained in the Loan Documents) in writing of that provision in accordance with the Servicing Standard; provided
that the Special Servicer shall promptly notify the Master Servicer in writing of such waiver.


 


The Master
Servicer shall notify the Special Servicer, the Certificate Administrator, the Trustee and the Directing Holder if the Master
Servicer determines in accordance with the Servicing Standard that a Borrower under a Mortgage Loan (other than a
Non-Serviced Mortgage Loan) or Serviced Loan Combination has failed to maintain insurance required under the Loan Documents
and such failure materially and adversely affects the interests of the Certificateholders or if a Borrower under a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination has notified the Master Servicer in writing that
the Borrower does not intend to maintain such insurance and that the Master Servicer has determined in accordance with the
Servicing Standard that such failure materially and adversely affects the interests of the Certificateholders.


 


Subject to Section 3.15(b)
of this Agreement, with respect to each Serviced REO Property, the Special Servicer shall use reasonable efforts and only if the
Trustee has an insurable interest, consistent with the Servicing Standard, to maintain (subject to the right of the Special Servicer
to direct the Master Servicer to make a Property Advance for the costs associated with coverage that the Special Servicer determines
to maintain, in which case the Master Servicer shall make such Property Advance) with Qualified Insurers to the extent reasonably
available at commercially reasonable rates and to the extent the Trustee has an insurable interest, (a) a fire and casualty
extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at least equal
to the lesser of the full replacement value of the Mortgaged Property or the Stated Principal Balance of the Mortgage Loan, Serviced
REO Loan or the Serviced Loan Combination, as applicable (or such greater amount of coverage required by the related Loan Documents
(unless such amount is not available or, if no Control Termination Event has occurred and is continuing, the Directing Holder has
consented to a lower amount)), but, in any event, in an amount sufficient to avoid the application of any co-insurance clause,
(b) a comprehensive general liability insurance policy with coverage comparable to that which would be required under prudent
lending requirements and in an amount not less than $1.0 million per occurrence, and (c) to the extent consistent with the
Servicing Standard, a business interruption or rental loss insurance covering revenues or rents for a period of at least 12 months;
provided, that the Special Servicer shall not be required in any event to maintain or obtain insurance coverage described
in this paragraph beyond what is reasonably available at a commercially reasonable rate and consistent with the Servicing Standard.


 


All such insurance
policies maintained as described above shall contain (if they insure against loss to property) a “standard”
mortgagee clause, with loss payable to the Master Servicer (on behalf of the Trustee on behalf of Certificateholders and,
with respect to a Serviced Loan Combination, the related Serviced Companion Loan Noteholders), or shall name the Trustee as
the insured, with loss payable to the Special Servicer on behalf of the Trustee (on behalf of Certificateholders and, with
respect to a Serviced Loan Combination, the related


 






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Serviced
Companion Loan Noteholders) (in the case of insurance maintained in respect of an REO Property). Any amounts collected by
the Master Servicer or Special Servicer, as applicable, under any such policies (other than amounts to be applied to the
restoration or repair of the related Mortgaged Property or Serviced REO Property or amounts to be released to the related
Borrower, in each case in accordance with the Servicing Standard) shall be deposited in the Collection Account (or, in the
case of the Serviced Loan Combinations, in the applicable Serviced Loan Combination Collection Account), subject to
withdrawal pursuant to Section 3.06 of this Agreement, in the case of amounts received in respect of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, or in the applicable REO Account of the Special
Servicer, subject to withdrawal pursuant to Section 3.15 of this Agreement, in the case of amounts received in respect
of a Serviced REO Property. Any cost incurred by the Master Servicer or the Special Servicer in maintaining any such
insurance shall not, for purposes hereof, including calculating monthly distributions to Certificateholders or Serviced
Companion Loan Noteholders, be added to the Stated Principal Balance of the related Mortgage Loan or the Serviced Loan
Combination, notwithstanding that the terms of such Mortgage Loan or Serviced Loan Combination so permit; provided,
that this sentence shall not limit the rights of the Master Servicer or Special Servicer on behalf of the Trust Fund to
enforce any obligations of the related Borrower under such Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or Serviced Loan Combination. Any costs incurred by the Master Servicer in maintaining any such insurance policies in respect
of the Mortgage Loans or Specially Serviced Loans (other than REO Properties) (i) if the Borrower defaults on its
obligation to do so, shall be advanced by the Master Servicer as a Property Advance and will be charged to the related
Borrower and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders, be added to the
Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. Any
cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to Serviced REO Properties
shall be an expense of the Trust Fund (and in the case of any Serviced Loan Combination, such expense shall be allocated in
accordance with the allocation provisions of the related Intercreditor Agreement) payable out of the related REO Account (or
Serviced Loan Combination REO Account, as applicable) or, if the amount on deposit therein is insufficient therefor, advanced
by the Master Servicer as a Property Advance (or paid from the Collection Account or Serviced Loan Combination Collection
Account, as applicable, if the Master Servicer determines such Advance would be a Nonrecoverable Advance, subject to
Section 3.21(d) of this Agreement).


 


(b)         If either:


 


(x) the
Master Servicer or Special Servicer obtains and maintains, or causes to be obtained and maintained, a blanket policy or master
force-placed policy insuring against hazard losses on all of the Mortgage Loans (other than Non-Serviced Mortgage Loans), Serviced
Loan Combinations or Serviced REO Properties, as applicable, then, to the extent such policy


 


(i)          is
obtained from a Qualified Insurer, and


 


(ii)         provides
protection equivalent to the individual policies otherwise required, or


 






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(y) the
Master Servicer or the Special Servicer (or, in each case, its corporate parent), as applicable, has long-term unsecured debt obligations
that are rated at least “A2” by Moody’s and “A-” by Fitch, and the Master Servicer or Special Servicer
self-insures for its obligation to maintain the individual policies otherwise required,


 


then the Master Servicer
or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained
on the related Mortgaged Properties or Serviced REO Properties, as applicable.


 


Such a blanket or
master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case the
Master Servicer or Special Servicer, as the case may be, that maintains such policy shall, if there shall not have been
maintained on any Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced REO
Property thereunder a hazard insurance policy complying with the requirements of Section 3.08(a) of this Agreement, and
there shall have been one or more losses that would have been covered by such an individual policy, promptly deposit into the
Collection Account (or, in the case of a Serviced Loan Combination, in the related Serviced Loan Combination Collection
Account), from its own funds, the amount not otherwise payable under the blanket or master force-placed policy in connection
with such loss or losses because of such deductible clause to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan or the related Serviced Loan Combination, as applicable (or, in the
absence of any such deductible limitation, the deductible limitation for an individual policy which is consistent with the
Servicing Standard). The Master Servicer and Special Servicer shall prepare and present, on behalf of itself, the Trustee,
Certificateholders and, if applicable the Serviced Companion Loan Noteholders, claims under any such blanket or master
force-placed policy maintained by it in a timely fashion in accordance with the terms of such policy. If the Master Servicer
or Special Servicer, as applicable, causes any Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced REO Property to be covered by such “force-placed” insurance policy, the incremental
costs of such insurance applicable to such Mortgaged Property or Serviced REO Property (i.e., other than any minimum
or standby premium payable for such policy whether or not any Mortgaged Property or Serviced REO Property is covered thereby)
shall be paid as a Property Advance.


 


(c)          With respect to
each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Loan Combination, as applicable, that is subject to
an Environmental Insurance Policy, if the Master Servicer has actual knowledge of any event giving rise to a claim under an Environmental
Insurance Policy, the Master Servicer shall notify the Special Servicer to such effect and the Master Servicer shall take reasonable
actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental Insurance Policy to
make a claim thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder. With respect to each
Specially Serviced Loan and Serviced REO Property that is subject to an Environmental Insurance Policy, if the Special Servicer
has actual knowledge of any event giving rise to a claim under an Environmental Insurance Policy, such Special Servicer shall take
reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental Insurance
Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust, on behalf of the


 






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Certificateholders
and, if applicable, the Serviced Companion Loan Noteholders (giving due regard to the junior nature of the related Subordinate
Companion Loan, if any), is entitled thereunder. Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing
Standard in connection with any claim under an Environmental Insurance Policy described above (whether by the Master Servicer
or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer or the Special Servicer, if applicable, as a Property
Advance.


 


(d)          The
Master Servicer and Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement during which Specially Serviced Loans and/or Serviced REO Properties
as to which it is the Special Servicer are included in the Trust Fund) keep in force with a Qualified Insurer, a
fidelity bond in such form and amount as are consistent with the Servicing Standard. The Master Servicer or Special Servicer,
as applicable, shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond
coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer or Special
Servicer, as the case may be. Such fidelity bond shall provide that it may not be canceled without ten days’ prior
written notice to the Trustee. So long as the long-term unsecured debt obligations or deposit accounts of the Master Servicer
(or its corporate parent if such insurance is guaranteed by its parent) or the Special Servicer (or its corporate parent), as
applicable, are rated at least “A2” by Moody’s, “A-” by Fitch and no lower than its equivalent
by KBRA (if then rated by KBRA), the Master Servicer or the Special Servicer, as applicable, may self-insure with respect to
the fidelity bond coverage required as described above, in which case it shall not be required to maintain an insurance
policy with respect to such coverage.


 


The Master Servicer and
Special Servicer, as applicable, shall at all times during the term of this Agreement (or, in the case of the Special Servicer,
at all times during the term of this Agreement during which Specially Serviced Loans and/or Serviced REO Properties exist as part
of the Trust Fund) also keep in force with a Qualified Insurer a policy or policies of insurance covering loss occasioned by the
errors and omissions of its officers and employees in connection with their servicing obligations hereunder, which policy or policies
shall be in such form and amount as are consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as
applicable, shall be deemed to have complied with the foregoing provisions if an Affiliate thereof has such insurance and, by the
terms of such policy or policies, the coverage afforded thereunder extends to the Master Servicer or Special Servicer, as the case
may be. Any such errors and omissions policy shall provide that it may not be canceled without ten days’ prior written notice
to the Trustee. So long as the long-term unsecured debt obligations of the Master Servicer or deposit accounts (or its corporate
parent if such insurance is guaranteed by its parent) or the Special Servicer (or its corporate parent), as applicable, are rated
not lower than “A2” by Moody’s, “A-” by Fitch and no lower than its equivalent by KBRA (if then rated
by KBRA), the Master Servicer or the Special Servicer, as applicable, may self-insure with respect to the errors and omissions
coverage required as described above, in which case it shall not be required to maintain an insurance policy with respect to such
coverage.


 






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Section 3.09          Enforcement
of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Loan Combination contains a provision in the nature of a “due-on-sale”
clause (including, without limitation, sales or transfers of Mortgaged Properties (in full or part) or the sale,
transfer, pledge or hypothecation of direct or indirect interests in the Borrower or its owners), which by its terms:


 


(i)          provides
that such Mortgage Loan or Serviced Loan Combination will (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property (including, without limitation, the sale, transfer,
pledge or hypothecation of direct or indirect interests in the Borrower or its owners),


 


(ii)         provides
that such Mortgage Loan or Serviced Loan Combination may not be assumed without the consent of the related mortgagee in connection
with any such sale or other transfer, or


 


(iii)        provides
that such Mortgage Loan or Serviced Loan Combination may be assumed or transferred without the consent of the mortgagee, provided
certain conditions set forth in the Loan Documents are satisfied,


 


then, for so long as such
Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination (or related Mortgage Loan) is included
in the Trust Fund, subject to the rights of the Directing Holder and Section 3.25, the Special Servicer, on behalf of the
Trust Fund, shall not be required to enforce any such due-on-sale clauses and in connection therewith shall not be required
to (x) accelerate payments thereon or (y) withhold its consent to such an assumption if (1) such provision is
not exercisable under applicable law or if the Special Servicer determines, subject to the rights of the Directing Holder,
that the enforcement of such provision is reasonably likely to result in meritorious legal action by the Borrower or
(2) the Special Servicer determines, in accordance with the Servicing Standard and subject to the rights of the
Directing Holder, that granting such consent would be likely to result in a greater recovery, on a present value basis
(discounting at the related Calculation Rate), than would enforcement of such clause. The Special Servicer shall be
responsible for determining whether (i) to enforce any such due-on-sale clauses or (ii) to provide its consent to such an
assumption, and for the handling of all related processing and documentation, or, if mutually agreed to by the Master
Servicer and the Special Servicer, the Master Servicer shall be required to process such request subject to the consent of
the Special Servicer. If the Special Servicer determines that (A) granting such consent would be likely to result in a
greater recovery, (B) such provision is not legally enforceable, or (C) that the conditions described in
clause (a)(iii) above relating to the assumption or transfer of a related Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Loan Combination have been satisfied, the Special Servicer is authorized to take or enter into an
assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and
to release the original Borrower from liability upon such Mortgage Loan and substitute the new Borrower as obligor thereon, provided
that (a) the credit status of the prospective new Borrower is in compliance with the Servicing Standard and the terms of
the related Mortgage


 






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and
(b) the Special Servicer has followed the No Downgrade Confirmation process pursuant to Section 3.30 relating to the
Certificates and Serviced Companion Loan Securities, if any, with respect to Moody’s, Fitch and KBRA in the case of any
such Mortgage Loan that (A) represents one of the 10 largest Mortgage Loans based on Stated Principal Balance, (B) represents
more than 5% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance
of at least $10,000,000 or (C) has a Stated Principal Balance that is more than $35,000,000; provided, that the Special
Servicer shall be entitled to reasonably rely upon the written notification provided by the master servicer or special servicer,
as applicable, of the applicable Other Securitization regarding (i) whether such Serviced Companion Loan is one of the 10 largest
mortgage loans or groups of cross-collateralized Mortgage Loans in such Other Securitization and (ii) whether the Special Servicer
is required to obtain a No Downgrade Confirmation with respect to the related Serviced Companion Loan Securities prior to waiving
any rights under a due-on-sale clause . The Special Servicer shall be entitled to rely on the master servicer and/or the
special servicer of the Other Securitization to determine whether a No Downgrade Confirmation is required with respect to the
Serviced Companion Loans under the Other Securitization. In connection with each such assumption or substitution entered into
by the Special Servicer, the Special Servicer shall give prior notice thereof to the Master Servicer. The Special Servicer shall
notify the Trustee, the Master Servicer, the Certificate Administrator and the Directing Holder that any such assumption or substitution
agreement has been completed by forwarding to the Custodian (with a copy to the Master Servicer, the Certificate Administrator,
the Trustee and the Directing Holder, as applicable) the original copy of such agreement, which copies shall be added to the related
Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents
and instruments constituting a part thereof. To the extent not precluded by the Loan Documents, the Special Servicer shall not
approve an assumption or substitution without requiring the related Borrower to pay any fees owed to the Rating Agencies associated
with the approval of such assumption or substitution. However, if the related Borrower is required but fails to pay such fees,
such fees shall be an expense of the Trust Fund, provided that the Special Servicer, or the Master Servicer at the direction of
the Special Servicer, shall be required, after receiving payment from amounts on deposit in the Collection Account, if any, to
(i) promptly notify the holder of the related Companion Loan and (ii) use commercially reasonable efforts to exercise on behalf
of the Trust Fund the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement for a pro
rata portion of such amount allocable to the related Serviced Companion Loan from the holders of such Serviced Companion Loan.


 


(b)         If any Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination contains a provision in the nature of a “due-on-encumbrance”
clause, which by its terms:


 


(i)          provides
that such Mortgage Loan or Serviced Loan Combination shall (or may at the mortgagee’s option) become due and payable upon
the creation of any lien or other encumbrance on the related Mortgaged Property or any direct or indirect ownership interest in
the related Borrower (including, unless specifically permitted, any mezzanine financing of the Borrower or the Mortgaged Property
or any sale or transfer of preferred equity in the related Borrower or its owners),


 






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(ii)         requires
the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property (including,
without limitation, any mezzanine financing of the related Borrower or the Mortgaged Property or any sale or transfer of preferred
equity in the related Borrower or its owners), or


 


(iii)        provides
that such Mortgaged Property may be further encumbered without the consent of the mortgagee (including, without limitation, any
mezzanine financing of the related Borrower or the Mortgaged Property or any sale or transfer of preferred equity in the related
Borrower or its owners), provided certain conditions set forth in the Loan Documents are satisfied,


 


then, subject to
Section 3.25, the Special Servicer, on behalf of the Trust Fund, shall not be required to enforce such
due-on-encumbrance clauses and in connection therewith, will not be required to (i) accelerate the payments on the
related Mortgage Loan or Serviced Loan Combination or (ii) withhold its consent to such lien or encumbrance, if the
Special Servicer, subject to the rights of the Directing Holder, (x) determines, in accordance with the Servicing
Standard that such enforcement would not be in the best interests of the Trust Fund or the holder of the related Serviced
Companion Loan, if applicable (giving due regard to the junior nature of the related Subordinate Companion Loan, if any), or
that in the case of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination described in
clause (b)(iii) above that the conditions to further encumbrance have been satisfied and (y) as to any Mortgage
Loan or Serviced Loan Combination, follows the No Downgrade Confirmation procedure pursuant to Section 3.30 with respect
to Moody’s, Fitch and KBRA in the case of any such Mortgage Loan that (A) represents one of the 10 largest Mortgage
Loans based on Stated Principal Balance, (B) represents more than 2% of the aggregate Stated Principal Balance of the
Mortgage Loans then outstanding or (C) has a Stated Principal Balance that is more than $20,000,000; provided, that
the Special Servicer shall be entitled to reasonably rely upon the written notification provided by the master servicer
or special servicer, as applicable, of the applicable Other Securitization regarding (i) whether such Serviced Companion Loan
is one of the 10 largest mortgage loans or groups of cross-collateralized Mortgage Loans in such Other Securitization and
(ii) whether the Special Servicer is required to obtain a No Downgrade Confirmation with respect to the related Serviced
Companion Loan Securities prior to waiving any rights under a due-on-encumbrance clause. To the extent not precluded by the
Loan Documents, the Special Servicer shall not approve an assumption or substitution without requiring the related Borrower
to pay any fees owed to the Rating Agencies associated with the approval of such lien or encumbrance. However, if the related
Borrower is required but fails to pay such fees, such fees shall be an expense of the Trust Fund, provided that the
Special Servicer, or the Master Servicer at the direction of the Special Servicer, shall be required, after receiving payment
from amounts on deposit in the Collection Account, if any, to (i) promptly notify the holder of the related Companion Loan
and (ii) use commercially reasonable efforts to exercise on behalf of the Trust Fund the rights of the Trust Fund under the
related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related
Serviced Companion Loans from the holders of such Serviced Companion Loan. The Special Servicer shall be responsible for
determining whether (i) to enforce any such due-on-encumbrance clauses or (ii) to provide its consent to such a lien or
due-on-encumbrance, and for the handling of all related processing and documentation or, if


 






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mutually agreed to by the Master
Servicer and the Special Servicer, the Master Servicer shall be required to process such request subject to the consent of
the Special Servicer.


 


(c)          The Special Servicer
may not waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance” clause relating
to any Specially Serviced Loan without, if no Control Termination Event has occurred and is continuing, the consent of the Directing
Holder. The Directing Holder shall have 10 Business Days (or longer period provided by the related Intercreditor Agreement) after
receipt of notice along with the Special Servicer’s recommendation and analysis with respect to such waiver and any additional
information the Directing Holder may reasonably request from the Special Servicer of a proposed waiver or consent under any “due-on-sale”
or “due-on-encumbrance” clause in which to grant or withhold its consent (provided that if the Special Servicer
fails to receive a response to such notice from the Directing Holder in writing within such period, then the Directing Holder shall
be deemed to have consented to such proposed waiver or consent).


 


(d)          The
Master Servicer and the Special Servicer, as applicable, shall provide copies of any waivers it effects pursuant to Section 3.09(a)
or (b) of this Agreement to the other party, the 17g-5 Information Provider (who shall promptly post such waivers to the 17g-5
Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) and the related Other 17g-5 Information
Provider (if any) with respect to each Mortgage Loan or Serviced Loan Combination.


 


(e)          Nothing
in this Section 3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive
notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of
any lien or other encumbrance with respect to such Mortgaged Property.


 


(f)          In connection
with the taking of, or the failure to take, any action pursuant to this Section 3.09, the Special Servicer shall not agree
to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) of this Agreement
shall contain any terms that are different from, any term of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced
Loan Combination or the related Note, other than pursuant to Section 3.26 hereof, as applicable.


 


(g)          With respect to
any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination which permits release of Mortgaged Properties
through defeasance:


 


(i)          If
such Mortgage Loan or Serviced Loan Combination requires that the lender purchase the required government securities, then the
Master Servicer shall purchase, or shall cause the purchase of, such obligations on behalf of the Trust, at the related Borrower’s
expense, in accordance with the terms of such Mortgage Loan; provided that the Master Servicer shall not accept the amounts
paid by the related Borrower to effect defeasance until acceptable government securities have been identified.


 


(ii)         To
the extent not inconsistent with such Mortgage Loan or Serviced Loan Combination, the Master Servicer shall require the related
Borrower to provide an


 






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Opinion
of Counsel (which shall be an expense of the related Borrower) to the effect that the Trustee has a first priority perfected security
interest in the defeasance collateral (including the government securities) and the assignment of the defeasance collateral is
valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such
defeasance shall be in form and substance acceptable to each Rating Agency.


 


(iii)        To
the extent not inconsistent with such Mortgage Loan or Serviced Loan Combination, the Master Servicer shall require a certificate
at the related Borrower’s expense from an Independent certified public accountant certifying to the effect that the government
securities will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on
such Mortgage Loan or Serviced Loan Combination in compliance with the requirements of the terms of the related Loan Documents.


 


(iv)        Prior
to permitting the release of any Mortgaged Property through defeasance, the Master Servicer shall obtain, at the related Borrower’s
expense, a No Downgrade Confirmation; provided, the Master Servicer shall not be required to obtain such No Downgrade Confirmation
from any Rating Agency if such Mortgage Loan or Serviced Loan Combination at the time of such defeasance is not (x) a Mortgage
Loan that is one of the ten largest Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal
Balance equal to or greater than $20,000,000 or (z) a Mortgage Loan that represents 5% or more of the Stated Principal Balance
of all Mortgage Loans. 


 


(v)         Prior
to permitting release of any Mortgaged Property through defeasance, the Master Servicer shall require an Opinion of Counsel to
the effect that such release will not cause either Trust REMIC to fail to qualify as a REMIC at any time that any Certificates
are outstanding or cause a tax to be imposed on the Trust Fund under the REMIC Provisions; provided that to the extent not
inconsistent with the Mortgage Loan or Serviced Loan Combination, the related Borrower shall pay the cost related to the Opinion
of Counsel (and shall otherwise be a Servicing Advance).


 


(vi)        No
defeasance shall occur on or prior to the second anniversary of the Startup Day of the Trust REMICs, or in the case of any Companion
Loan, the second anniversary of the startup day of any REMIC holding such Companion Loan.


 


(vii)       The
Master Servicer shall, at the expense of the related Borrower (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, if applicable, the Serviced Companion
Loan Noteholders, and shall apply payments of principal and interest received on the government obligations to the Collection Account
(or Serviced Loan Combination Collection Account) in respect of the defeased Mortgage Loan or Serviced Companion Loan according
to the payment schedule existing immediately prior to the defeasance.


 






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(viii)      The
Master Servicer shall, in accordance with the Servicing Standard, enforce provisions in the Mortgage Loans that it is servicing
requiring Borrowers to pay all reasonable expenses associated with a defeasance.


 


(ix)        To
the extent not inconsistent with such Mortgage Loan or Serviced Loan Combination, or to the extent the related Loan Documents provide
the lender with discretion, the Master Servicer shall require a single purpose entity, formed solely for the purpose of owning
and pledging the government securities related to one or more of the Mortgage Loans or Serviced Loan Combinations, to act as a
successor Borrower.


 


(x)         The
Master Servicer may accept as defeasance collateral of any “government security,” within the meaning of Treasury Regulation’s
Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents; provided, that
the Master Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not cause an Adverse
REMIC Event.


 


(xi)        Neither
the Master Servicer nor the Special Servicer shall charge a fee for defeasance in excess of that permitted under the Loan Documents
in the event that the Loan Documents provide for such a fee limitation.





 


(h)          Subject
to Sections 3.23(e) and 6.07 of this Agreement, with respect to all Specially Serviced Loans and Performing Loans, the
Special Servicer shall, prior to waiving its rights or granting its consent to any proposed action of the Master Servicer
under this Section 3.09, and prior to itself taking such an action, obtain the written consent of the Directing Holder,
which consent shall be deemed given 10 Business Days (or such longer period if necessary for a Serviced Loan Combination
pursuant to the terms of the related Intercreditor Agreement) after receipt (unless earlier objected to) by the Directing
Holder of the Master Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation
with respect to such action together with such other information reasonably required by the Directing Holder. When the
Special Servicer’s consent is requested under this Section 3.09, such consent shall be deemed given 15 Business
Days (or such longer time period pursuant to the terms of the related Intercreditor Agreement but not less than five (5)
Business Days after the time period set forth therein for Directing Holder approval) after receipt (unless earlier objected
to) by the Special Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with
respect to such proposed action together with such other information reasonably required by the Special Servicer.


 


Section 3.10          Appraisals;
Realization upon Defaulted Mortgage Loans. (a) Other than with respect to a Non-Serviced Mortgage Loan,
contemporaneously with the earliest of (i) the effective date of any (A) modification of the Maturity Date or
extended Maturity Date, a Mortgage Rate, principal balance or amortization terms of any Mortgage Loan or Serviced Loan
Combination or any other term of a Mortgage Loan or Serviced Loan Combination, (B) extension of the Maturity Date or
extended Maturity Date of a Mortgage Loan or Serviced Loan Combination as described below in Section 3.26 of this
Agreement, or (C) consent to the release of any Mortgaged Property from the lien of the related Mortgage


 






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other
than pursuant to the terms of the related Mortgage Loan or Serviced Loan Combination, (ii) the occurrence of an Appraisal
Reduction Event, (iii) a default in the payment of a Balloon Payment for which an extension is not granted, or (iv) the
date on which the Special Servicer, consistent with the Servicing Standard, requests an Updated Valuation, the Special Servicer
shall use commercially reasonable efforts to obtain an Updated Valuation (or a letter update for an existing appraisal which is
less than two years old) within 60 days of such request, the cost of which shall constitute a Property Advance; provided,
that the Special Servicer shall not be required to obtain an Updated Valuation pursuant to clauses (i) through (iv) above
with respect to any Mortgaged Property for which there exists an Appraisal, Updated Appraisal or Small Loan Appraisal Estimate
which is less than nine months old unless the Special Servicer has actual knowledge of a material adverse change in circumstances
that, consistent with the Servicing Standard, would call into question the validity of such Appraisal, Updated Appraisal or Small
Loan Appraisal Estimate. For so long as such Mortgage Loan or Serviced Loan Combination is a Specially Serviced Loan, the Special
Servicer shall obtain letter updates to each Updated Valuation every nine months, and the Master Servicer shall recalculate
the Appraisal Reduction Amount prior to the Special Servicer granting extensions beyond one year or any subsequent extension after
granting a one year extension with respect to the same Mortgage Loan or Serviced Loan Combination. Subject to any required consent
from the Directing Holder, nothing herein is intended to limit the Special Servicer’s ability to pursue multiple strategies
contemporaneously if the Special Servicer deems such actions appropriate under the Servicing Standard. The Special Servicer shall
update, every nine months, each Small Loan Appraisal Estimate or Updated Appraisal for so long as an Appraisal Reduction
Event exists with respect to the related Mortgage Loan or Serviced Loan Combination and the Master Servicer shall recalculate
the Appraisal Reduction Amount based on such updated Small Loan Appraisal Estimate or Updated Appraisal. The Special Servicer
shall send all such letter updates and Updated Valuations to the Master Servicer, the 17g-5 Information Provider (who shall promptly
post such materials to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), the
related Serviced Companion Loan Noteholder (if any) and, for so long as no Consultation Termination Event has occurred and is
continuing, the Directing Holder. 





 


The Special
Servicer shall monitor each Specially Serviced Loan, evaluate whether the causes of the default can be corrected over a
reasonable period without significant impairment of the value of the related Mortgaged Property, initiate corrective action
in cooperation with the Borrower if, in the Special Servicer’s judgment, cure is likely, and take such other actions
(including without limitation, negotiating and accepting a discounted payoff of a Mortgage Loan or Serviced Loan Combination)
as are consistent with the Servicing Standard. If, in the Special Servicer’s judgment, such corrective action has been
unsuccessful, no satisfactory arrangement can be made for collection of delinquent payments, and the Specially Serviced Loan
has not been released from the Trust Fund pursuant to any provision hereof, and except as otherwise specifically provided in
Section 3.09(a) and 3.09(b) of this Agreement, the Special Servicer may, to the extent consistent with the Asset Status
Report (and with the consent of the Directing Holder if no Control Termination Event has occurred and is continuing) and with
the Servicing Standard, accelerate such Specially Serviced Loan and commence a foreclosure or other acquisition with respect
to the related Mortgaged Property or Properties, provided that the Special Servicer determines that such acceleration
and foreclosure are more likely to produce a greater recovery to Certificateholders and, if


 






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applicable,
Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion
Loan Noteholders constituted a single lender) (and with respect to any Serviced Loan Combination with a related Subordinate Companion
Loan, taking into account the subordinate nature of such Subordinate Companion Loan) on a present value basis (discounting at
the related Calculation Rate) than would a waiver of such default or an extension or modification in accordance with the provisions
of Section 3.26 hereof. In connection with causing the Trust to foreclose on collateral that consists of multiple properties
held for sale to customers by the related Borrower (such as unsold condominium units in a single project), the Special Servicer
directing such foreclosure shall consider the effect of the bidding price for the properties on the tax basis of such properties
if such properties are likely to be treated in the hands of the Trust as properties held for sale to customers. The Master Servicer
shall pay the costs and expenses in any such proceedings as a Property Advance unless the Master Servicer or the Special Servicer,
as applicable, determines, in its good faith judgment, that such Property Advance would constitute a Nonrecoverable Advance; provided,
if such Property Advance would constitute a Nonrecoverable Advance but the Special Servicer determines that such payment would
be in best interests of the Certificateholders and, if applicable, Serviced Companion Loan Noteholders as a collective whole (as
if such Certificateholders and (with respect to a Serviced Loan Combination) Serviced Companion Loan Noteholders constituted a
single lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account
the subordinate nature of such Subordinate Companion Loan) (with the Master Servicer permitted to conclusively rely upon any such
determination by the Special Servicer), the Special Servicer shall direct the Master Servicer to make such payment from the Collection
Account (or, if applicable, the applicable Serviced Loan Combination Collection Account), which payment shall be an Additional
Trust Fund Expense. The Trustee shall be entitled to conclusively rely upon any determination of the Master Servicer or Special
Servicer that a Property Advance, if made, would constitute a Nonrecoverable Advance. If the Master Servicer does not make such
Property Advance in violation of the second preceding sentence, the Trustee shall make such Property Advance, unless the Trustee
determines that such Property Advance would be a Nonrecoverable Advance. The Master Servicer and the Trustee, as applicable, shall
be entitled to reimbursement of Property Advances (with interest at the Advance Rate) made pursuant to this paragraph to the extent
permitted by Section 3.06 of this Agreement. 





 


(b)          If the Special
Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the state where the Mortgaged Property
is located, the Special Servicer shall not be required to pursue a deficiency judgment against the related Borrower or any other
liable party if (i) the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure or (ii) if
the Special Servicer determines, in its best judgment, that the likely recovery if a deficiency judgment is obtained will not be
sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment and such determination is evidenced
by an Officer’s Certificate delivered to the Trustee and the Certificate Administrator.


 


(c)          In the event that
title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall
be issued to the Trustee (on behalf of the Trust Fund), or to its nominee (which shall not include the


 






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Special
Servicer) or a separate Trustee or co-Trustee on behalf of the Trustee as Holder of the Lower-Tier Regular Interests and the Certificateholders
and, if applicable, the Serviced Companion Loan Noteholders. Notwithstanding any such acquisition of title and cancellation of
the related Mortgage Loan or Serviced Loan Combination, as applicable, such Mortgage Loan or Serviced Loan Combination, as applicable,
shall (except for purposes of Section 9.01 of this Agreement) be considered to be a Serviced REO Loan until such time as
the related Serviced REO Property shall be sold by the Trust Fund and shall be reduced only by collections net of expenses. Consistent
with the foregoing, for purposes of all calculations hereunder, so long as such Mortgage Loan or Serviced Loan Combination, as
applicable, shall be considered to be an outstanding Mortgage Loan or Serviced Loan Combination, as applicable:


 


(i)          it
shall be assumed that, notwithstanding that the indebtedness evidenced by the related Note shall have been discharged, such Note
and, for purposes of determining the Stated Principal Balance thereof, the related amortization schedule in effect at the time
of any such acquisition of title shall remain in effect; and


 


(ii)         subject
to Section 1.02(g) of this Agreement, Net REO Proceeds received in any month shall be applied to amounts that would have
been payable under the related Note(s) in accordance with the terms of such Note(s) and any applicable Intercreditor Agreement.
In the absence of such terms, Net REO Proceeds shall, subject to Section 1.02(g) of this Agreement, be deemed to have been
received first, in payment of the accrued interest that remained unpaid on the date that the related Serviced REO Property
was acquired by the Trust Fund; second, in respect of the delinquent principal installments that remained unpaid on such
date; and thereafter, Net REO Proceeds received in any month shall be applied to the payment of installments of principal
and accrued interest on such Mortgage Loan or Serviced Companion Loan, as applicable, deemed to be due and payable in accordance
with the terms of such Note(s) and such amortization schedule until such principal has been paid in full and then to other amounts
due under such Mortgage Loan or Serviced Companion Loan, as applicable. If such Net REO Proceeds exceed the Monthly Payment then
payable, the excess shall be treated as a Principal Prepayment received in respect of such Mortgage Loan or Serviced Companion
Loan, as applicable. 





 


(d)         Notwithstanding
any provision herein to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal property
pursuant to this Section 3.10 unless either:


 


(i)          such
personal property is incident to real property (within the meaning of Section 856(e)(l) of the Code) so acquired by the Special
Servicer for the benefit of the Trust Fund; or


 


(ii)         the
Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Lower-Tier REMIC)
to the effect that the holding of such personal property by the Lower-Tier REMIC will not cause the imposition of a tax on either
Trust REMIC under the REMIC Provisions or cause either Trust REMIC to fail to qualify as a REMIC at any time that any Certificate
is


 






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outstanding
(and such Opinion of Counsel may be premised on the designation hereby of any such personal property as being deemed part of an
“outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) with the owner of such personal
property for federal income tax purposes to be designated at such time).


 


(e)         Notwithstanding
any provision to the contrary in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund, obtain title to any
direct or indirect partnership interest or other equity interest in any Borrower pledged pursuant to any pledge agreement unless
the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund
(and in the case of any Serviced Loan Combination, such expense shall be allocated in accordance with the allocation provisions
of the related Intercreditor Agreement)) to the effect that the holding of such partnership interest or other equity interest by
the Trust Fund will not cause the imposition of a tax on either Trust REMIC under the REMIC Provisions or cause either Trust REMIC
to fail to qualify as a REMIC at any time that any Certificate is outstanding.


 


(f)          Notwithstanding
any provision to the contrary contained in this Agreement, the Special Servicer shall not cause the Trustee, on behalf of
the Trust Fund, to obtain title to a Mortgaged Property as a result of or in lieu of foreclosure or otherwise, to obtain
title to any direct or indirect partnership interest in any Borrower pledged pursuant to a pledge agreement and thereby be
the beneficial owner of a Mortgaged Property, have a receiver of rents appointed with respect to, and shall not otherwise
cause the Trustee to acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result
of any such action, the Trustee, for the Trust Fund, the Certificateholders or Serviced Companion Loan Noteholders, if
applicable, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an
“owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless
the Special Servicer has previously determined in accordance with the Servicing Standard, based on an updated environmental
assessment report prepared by an Independent Person who regularly conducts environmental audits, that:


 


(i)          such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders (and with respect to the Serviced Loan
Combinations, the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if
applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Loan
Combination with a related Serviced Subordinate Companion Loan, taking into account the subordinate nature of such Serviced
Subordinate Companion Loan), to take such actions as are necessary to bring such Mortgaged Property in compliance therewith,
and


 


(ii)         there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be
required, after


 






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consultation
with an environmental consultant, it would be in the best economic interest of the Certificateholders to take such actions with
respect to the affected Mortgaged Property.


 


In the event that the
environmental assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged
Property may not be in compliance with applicable environmental laws or that Hazardous Materials may be present but does not definitively
establish such fact, the Special Servicer shall cause such further environmental tests to be conducted by an Independent Person
who regularly conducts such tests as the Special Servicer shall deem prudent to protect the interests of Certificateholders and,
if applicable, the Serviced Companion Loan Noteholders. Any such tests shall be deemed part of the environmental assessment obtained
by the Special Servicer for purposes of this Section 3.10.


 


(g)          The
environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within three months (or as
soon thereafter as practicable) of the determination that such assessment is required by any Independent Person who regularly
conducts environmental audits for purchasers of commercial property where the Mortgaged Property is located, as determined by
the Special Servicer in a manner consistent with the Servicing Standard. Upon the written direction of the Special Servicer
and delivery by the Special Servicer to the Master Servicer of pertinent back-up information the Master Servicer shall
advance the cost of preparation of such environmental assessments as a Property Advance unless the Master Servicer
determines, in its good faith judgment, that such Property Advance would be a Nonrecoverable Advance. The Master Servicer
shall be entitled to reimbursement of Property Advances (with interest at the Advance Rate) made pursuant to the preceding
sentence to the extent permitted by Section 3.06. The Special Servicer shall provide written reports and a copy of any
environmental assessments in electronic format to the Directing Holder (if no Consultation Termination Event has occurred and
is continuing), the Master Servicer, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information
Provider (who shall promptly post such materials to the 17g-5 Information Provider’s Website pursuant to
Section 3.14(d) of this Agreement), monthly regarding any actions taken by the Special Servicer with respect to any
Mortgaged Property securing a Defaulted Mortgage Loan or defaulted Serviced Companion Loan as to which the
environmental testing contemplated by Section 3.10(e) of this Agreement has revealed that either of the conditions set
forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier
to occur of (i) satisfaction of both such conditions, (ii) repurchase of the related Mortgage Loan by the Mortgage
Loan Seller or (iii) release of the lien of the related Mortgage on such Mortgaged Property.


  


(h)          If
the Special Servicer determines pursuant to Section 3.10(f)(i) of this Agreement that a Mortgaged Property is not in
compliance with applicable environmental laws but that it is in the best economic interest of the Trust Fund (and with
respect to the Serviced Loan Combinations, the Serviced Companion Loan Noteholders), as a collective whole as if such
Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender, to take such actions
as are necessary to bring such Mortgaged Property in compliance therewith, or if the Special Servicer determines pursuant to
Section 3.10(f)(ii) of this Agreement that the circumstances referred to therein relating to Hazardous Materials are


 






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present
but that it is in the best economic interest of the Trust Fund (and with respect to the Serviced Loan Combinations, the Serviced
Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender, to take such action with respect to the containment, clean-up or remediation of Hazardous Materials
affecting such Mortgaged Property as is required by law or regulation, the Special Servicer shall (with the consent of the Directing
Holder, if no Control Termination Event has occurred and is continuing) take such action as it deems to be in the best economic
interest of the Trust Fund (and with respect to the Serviced Loan Combinations, the Serviced Companion Loan Noteholders), as a
collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender,
but only if the Certificate Administrator has mailed notice to the Holders of the Regular Certificates and the related Serviced
Companion Loan Noteholders of such proposed action, which notice shall be prepared by the Special Servicer, and only if the Certificate
Administrator does not receive, within 30 days of such notification, instructions from the Holders of Regular Certificates
entitled to a majority of the Voting Rights and, with respect to Serviced Loan Combinations, the applicable Serviced Companion
Loan Noteholders directing the Special Servicer not to take such action. Notwithstanding the foregoing, if the Special Servicer
reasonably determines that it is likely that within such 30-day period irreparable environmental harm to such Mortgaged Property
would result from the presence of such Hazardous Materials and provides a prior written statement to the Trustee and the Certificate
Administrator setting forth the basis for such determination, then the Special Servicer may take or cause to be taken such action
to remedy such condition as may be consistent with the Servicing Standard. None of the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer shall be obligated to take any action or not take any action pursuant to this Section 3.10(h)
at the direction of the Certificateholders or with respect to any Serviced Loan Combination, at the direction of the Certificateholders
and the related Serviced Companion Loan Noteholders unless the Certificateholders and, with respect to any Serviced Companion
Loan, the Serviced Companion Loan Noteholders agree to indemnify the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer with respect to such action or inaction. The Master Servicer shall advance the cost of any such compliance,
containment, clean-up or remediation as a Property Advance unless the Master Servicer determines, in its good faith judgment,
that such Advance would constitute a Nonrecoverable Advance.


 


(i)          The
Special Servicer shall notify the Master Servicer of any Mortgaged Property (other than a Mortgaged Property securing a
Non-Serviced Mortgage Loan) which is abandoned or foreclosed that requires reporting to the IRS and shall provide the Master
Servicer with all information regarding forgiveness of indebtedness and required to be reported with respect to any Mortgage
Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination which is abandoned or foreclosed and the Master
Servicer shall report to the IRS and the related Borrower, in the manner required by applicable law, such information and the
Master Servicer shall report, via Form 1099C or Form 1099A, all forgiveness of indebtedness to the extent such information
has been provided to the Master Servicer by the Special Servicer. The Master Servicer shall deliver a copy of any such report
to the Trustee and the Certificate Administrator.


 


(j)          The costs of any
Updated Valuation obtained pursuant to this Section 3.10 shall be paid by the Master Servicer as a Property Advance
and shall be


 






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reimbursable
from the Collection Account or, with respect to the Serviced Loan Combinations, first, from the applicable Serviced Loan
Combination Collection Account and second, to the extent amounts in the Serviced Loan Combination Collection Accounts are
insufficient therefor, from the Collection Account in accordance with Section 3.06(a); provided that the Master Servicer
shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related
Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under
the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related
Serviced Companion Loans from the related Companion Loan Noteholders.


 


Section 3.11          Custodian
to Cooperate; Release of Mortgage Files.  Upon the payment in full of any Mortgage Loan or Serviced Loan
Combination, or the receipt by the Master Servicer of a notification that payment in full has been escrowed in a manner
customary for such purposes, the Master Servicer shall immediately notify the Custodian by a certification (which
certification shall include a statement to the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Collection Account or the applicable Serviced Loan Combination Collection
Account, as applicable, pursuant to Section 3.05 of this Agreement have been or will be so deposited) of a Servicing
Officer and shall request delivery to it of the related Mortgage File. Any expense incurred in connection with any instrument
of satisfaction or deed of reconveyance that is not paid by the related Borrower shall be chargeable to the Trust Fund. The
Master Servicer agrees to use reasonable efforts in accordance with the Servicing Standard to enforce any provision in the
relevant Loan Documents that require the Borrower to pay such amounts. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be an expense of the Custodian.


 


From time to time
upon request of the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release, the
Custodian shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to the
Master Servicer or the Special Servicer, as applicable. Upon return of the foregoing to the Custodian, or in the event of a
liquidation or conversion of the Mortgage Loan or the Serviced Loan Combination into a Serviced REO Property, or in the event
of a substitution of a Mortgage Loan pursuant to Section 2.03 of this Agreement, or receipt by the Custodian of a
certificate of a Servicing Officer stating that such Mortgaged Property was liquidated and that all amounts received or to be
received in connection with such liquidation which are required to be deposited into the Collection Account or the applicable
Serviced Loan Combination Collection Account, as applicable, have been so deposited, or that such Mortgage Loan or Serviced
Loan Combination has become a Serviced REO Property, or that the Master Servicer has received a Qualifying Substitute
Mortgage Loan and the applicable Substitution Shortfall Amount, the Custodian shall deliver a copy of the Request for Release
to the Master Servicer or the Special Servicer, as applicable. If from time to time, pursuant to the terms of the applicable
Intercreditor Agreement or Other Pooling and Servicing Agreement, and as appropriate for enforcing the terms of the related
Non-Serviced Mortgage Loan, the Other Servicer or the Other Special Servicer requests delivery to it of the original Note by
providing the Trustee and the Custodian a Request for Release, then the Custodian shall release or cause the release of such
original Note to the Other Servicer or the Other Special Servicer or its designee.


 






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Within five (5) Business
Days (or, in case of an emergency, within such shorter period as is reasonable under the circumstances) after receipt of a written
certification of a Servicing Officer, the Trustee shall execute and deliver to the Master Servicer (with respect to Performing
Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Loans) any court pleadings, requests for a trustee’s
sale or other documents prepared by the Special Servicer, its agents or attorneys, necessary to the foreclosure or trustee’s
sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Borrower on the Note or Mortgage
or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Note or Mortgage or otherwise available
at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee
and a statement as to the reason such documents or pleadings are required, that the proposed action is consistent with the Servicing
Standard and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.


 


With respect to
each Servicing Shift Loan Combination, on and after the related Servicing Shift Lead Note Securitization Date, if pursuant to
the related Intercreditor Agreement and the related Other Pooling and Servicing Agreement, and as appropriate for enforcing
the terms of such Servicing Shift Loan Combination, as applicable, the related Other Servicer requests in writing delivery to
it of the original Note, then the Custodian shall release or cause the release of such original Note to the related Other
Servicer or its designee.


 


Section 3.12          Servicing
Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation. (a) As compensation for its activities hereunder,
the Master Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan and Serviced Companion Loan that
it is servicing. The Master Servicer’s rights to the Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Master Servicer’s responsibilities and obligations under this Agreement or as
provided in the second succeeding paragraph with respect to the Excess Servicing Fee.


 


In addition, the
Master Servicer shall be entitled to receive, as additional Servicing Compensation, to the extent permitted by applicable law
and the related Loan Documents and any related Intercreditor Agreement, (i) all investment income earned on amounts on
deposit in the Collection Account (and with respect to each Serviced Loan Combination, the related Serviced Loan Combination
Collection Account) and certain Reserve Accounts (to the extent consistent with the related Loan Documents), (ii) any
Net Default Interest and any other Penalty Charges collected by the Master Servicer or the Special Servicer during a
Collection Period accrued on any Performing Loan (and the related Serviced Companion Loan, if applicable), in each case,
remaining after application thereof during such Collection Period to pay the Advance Interest Amount relating to such
Performing Loan and to pay or reimburse the Trust for any unreimbursed Additional Trust Fund Expenses (including Special
Servicing Fees, Workout Fees and Liquidation Fees) relating to such Performing Loan incurred during or prior to such
Collection Period and, in the case of the Serviced Loan Combinations, to the extent allocated to the related Mortgage Loan in
the related Intercreditor Agreement, and as further described in Section 3.12(d), (iii) any amounts collected for
checks


 






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returned
for insufficient funds (with respect to any Performing Loan or Specially Serviced Loan), demand fees (with respect to any Performing
Loan) or similar items (with respect to any Performing Loan)(but not including Prepayment Premiums or Yield Maintenance Charges)
and (iv) to the extent permitted by applicable law and the related Loan Documents, 100% of any Modification Fees with respect
to (and other similar fees relating to) any Performing Loan or Serviced Companion Loan where the processing by, or consent of,
the Special Servicer is not required (50% where the processing by, or consent of the Special Servicer is required), 100% of any
defeasance fees, 100% of Assumption Fees and consent fees (or similar fees) relating to the transactions referred to in Section 3.09
of this Agreement with respect to Performing Loans or the Serviced Companion Loan where the processing by, or consent of, the
Special Servicer is not required (50% where the processing by, or consent of the Special Servicer is required), 100% of any and
all demand fees, beneficiary statement charges and other usual and customary charges and fees (but not including Prepayment Premiums
or Yield Maintenance Charges) with respect to Performing Loans or Serviced Companion Loans, 50% of all fees paid in connection
with a Major Decision or a Special Servicer Decision with respect to all Mortgage Loans that are not Specially Serviced Loans,
and 100% of assumption application fees and similar items with respect to Performing Loans or Serviced Companion Loans in the
case of assumptions processed by the Master Servicer (whether or not the consent of the Special Servicer is required), in each
case to the extent received and not required to be deposited or retained in the Collection Account (or Serviced Loan Combination
Collection Account), in each case pursuant to Section 3.05 of this Agreement. The Master Servicer shall also be entitled
pursuant to, and to the extent provided in, Section 3.06(a)(viii) or 3.07(b) of this Agreement, as applicable, to withdraw
from the Collection Account and to receive from any Borrower Accounts (to the extent not payable to the related Borrower under
the Mortgage Loan or applicable law), Net Prepayment Interest Excess, if any, that accrue on the Mortgage Loans that it is servicing
and any interest or other income earned on deposits therein. Subject to the provisions of the related Intercreditor Agreement,
the Master Servicer shall be entitled to the portion of Net Default Interest and any late payment fees or penalty charges collected
by the Other Servicer servicing a Non-Serviced Mortgage Loan that are allocated to such Non-Serviced Mortgage Loan remaining after
application thereof to reimburse interest on related P&I Advances and to reimburse the Trust for certain expenses of the Trust,
if applicable, as provided in this Agreement. Except as specified in the preceding sentence and except with respect to clause (i) in
this paragraph, the Master Servicer will not be entitled to the compensation set forth in clauses (iii) and (iv) in this
paragraph with respect to a Non-Serviced Mortgage Loan. The Master Servicer shall not be entitled to any portion of Excess Interest
paid on any ARD Loan.


 


Notwithstanding anything
herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge reasonable review fees in
connection with any Borrower request.


 


Wells Fargo Bank,
National Association and any successor holder of the Excess Servicing Fee Rights that relate to the Mortgage Loans (and any
successor REO Loans with respect to such Mortgage Loans) shall be entitled, at any time, at its own expense, to transfer,
sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any
Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided that no such
transfer, sale, pledge or other assignment shall be made unless


 






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(i) that
transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Act and any
applicable state securities laws and is otherwise made in accordance with the Act and such state securities laws, (ii) the
prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit W-1
hereto, and (iii) the prospective transferee shall have delivered to the Master Servicer and the Depositor a certificate
substantially in the form attached as Exhibit W-2 hereto. None of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right under the
Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale,
pledge or assignment of an Excess Servicing Fee Right without registration or qualification. Wells Fargo Bank, National Association
and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess
Servicing Fee Right shall, and Wells Fargo Bank, National Association hereby agrees, and each such holder of an Excess Servicing
Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer
of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the
Underwriters, the Certificate Administrator, the Trustee, the Master Servicer, the Certificate Registrar, the Operating Advisor
and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification
under the Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws
or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder
thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation
of any provision of the Act or other applicable securities laws or that would require registration of such Excess Servicing Fee
Right or any Certificate pursuant to the Act. From time to time following any transfer, sale, pledge or assignment of an Excess
Servicing Fee Right, the Master Servicer with respect to the related Mortgage Loan or successor REO Loan with respect thereto
to which the Excess Servicing Fee Right relates, shall pay, out of each amount paid to the Master Servicer as Servicing Fee with
respect to such Mortgage Loan or REO Loan, as the case may be, the related Excess Servicing Fees to the holder of such Excess
Servicing Fee Right within one Business Day following the payment of such Servicing Fee to the Master Servicer, in each case in
accordance with payment instructions provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing
Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None
of the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Depositor, the Special Servicer or the
Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the
Excess Servicing Fee Right.


 


As compensation
for its activities hereunder on each Distribution Date, the Certificate Administrator shall be entitled with respect to each
Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee, which shall be payable from amounts on deposit in
the Lower Tier Distribution Account. The Certificate Administrator shall pay the Trustee the Trustee’s portion of the
Trustee/Certificate Administrator Fee. The Certificate Administrator’s rights to the Trustee/Certificate Administrator
Fee may not be transferred in whole or in part except in connection with the transfer of all of its responsibilities and
obligations under this Agreement.


 






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Except as otherwise provided
herein, the Master Servicer shall pay all of its overhead expenses incurred by it in connection with its servicing activities hereunder,
including all fees of any sub-servicers retained by it (but excluding Mortgage Loan Seller Sub-Servicers). Except as otherwise
provided herein, the Trustee and the Certificate Administrator shall each pay all expenses incurred by it in connection with its
activities hereunder.


 


(b)          As
compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan
and Serviced REO Loan to the Special Servicing Compensation, which shall be payable from amounts on deposit in the Collection
Account or the Serviced Loan Combination Collection Account, as applicable, as set forth in Section 3.06 of this Agreement.
The Special Servicer’s rights to the Special Servicing Fee may not be transferred in whole or in part except in connection
with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. In addition, the
Special Servicer shall be entitled to receive, as Special Servicing Compensation, to the extent permitted by applicable law and
the related Loan Documents, (i) any Net Default Interest and any other Penalty Charges collected by the Master Servicer or
the Special Servicer during a Collection Period accrued on any Specially Serviced Loan remaining after application thereof during
such Collection Period (and in the case of the Serviced Loan Combinations, as set forth in and subject to the terms of the
related Intercreditor Agreement and Section 3.12(d) herein) to pay the Advance Interest Amount relating to such Specially
Serviced Loan and any unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation
Fees) incurred during or prior to such Collection Period on such related Specially Serviced Loan (but not NSF check fees and the
like, which shall be paid to the Master Servicer) as further described below in this subsection (b), (ii) 50% of any
Assumption Fees, consent fees (or similar fees) relating to the transactions referred to in Section 3.09 of this Agreement,
or Modification Fees (and other similar fees) with respect to the Performing Loans and the related Companion Loans relating to
any Performing Loan when processing by or approval of the Special Servicer is required and excluding any Prepayment Premiums or
Yield Maintenance Charges, (iii) any interest or other income earned on deposits in the REO Accounts, (iv) 100% of any
Assumption Fees, consent fees (or similar fees) relating to the transactions referred to in Section 3.09 of this Agreement
or Modification Fees (and other similar fees) relating to any Specially Serviced Loan or Serviced REO Loan, (v) 100% of any assumption
application fees and similar fees on (x) Specially Serviced Loans and (y) Mortgage Loans that are not Specially Serviced Loans
for which the assumptions are processed by the Special Servicer, (vi) 100% of any and all demand fees, beneficiary statement charges
and other usual and customary charges and fees (but not including Prepayment Premiums or Yield Maintenance Charges) on Specially
Serviced Loans, (vii) 50% of all fees paid in connection with a Major Decision or a Special Servicer Decision with respect to
all Mortgage Loans that are not Specially Serviced Loans, and (viii) 100% of all fees paid in connection with a Major Decision
or a Special Servicer Decision with respect to all Mortgage Loans that are Specially Serviced Loans. 





 


Notwithstanding anything
herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge reasonable review fees in
connection with any Borrower request.


 






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Except as otherwise provided
herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including
all fees of any sub-servicers retained by it.


 


Subject to the provisions
of the related Intercreditor Agreement, the Special Servicer shall be entitled to the portion of Net Default Interest and any other
Penalty Charges collected by the Other Special Servicer servicing the related Non-Serviced Mortgage Loan and that are allocated
to such Non-Serviced Mortgage Loan remaining after application thereof during such Collection Period to pay the Advance Interest
Amount relating to such Non-Serviced Mortgage Loan and any unreimbursed Additional Trust Fund Expenses (including Special Servicing
Fees, Workout Fees and Liquidation Fees) incurred during or prior to such Collection Period on such related Non-Serviced Mortgage
Loan (but not NSF check fees and similar fees, which shall be paid to the Master Servicer) as provided in this Agreement. Except
as specified in the preceding sentence, the Special Servicer will not be entitled to (i) the compensation set forth in this Section 3.12(b) with
respect to a Non-Serviced Mortgage Loan or (ii) retain any portion of the Excess Interest paid on any ARD Loan.


 


(c)          In
addition, a Workout Fee will be payable to the Special Servicer with respect to each Mortgage Loan (other than any
Non-Serviced Mortgage Loan) or Serviced Loan Combination that ceases to be a Specially Serviced Loan pursuant to the
definition thereof. As to each such Mortgage Loan or Serviced Loan Combination, the Workout Fee will be payable out of each
collection of interest and principal (including scheduled payments, prepayments, Balloon Payments and payments at maturity,
but excluding late payment charges, Default Interest and Excess Interest) received on such Mortgage Loan or Serviced Loan
Combination for so long as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any such Mortgage Loan or
Serviced Loan Combination will cease to be payable if such loan again becomes a Specially Serviced Loan or if the related
Mortgaged Property becomes a Serviced REO Property; provided that a new Workout Fee will become payable if and when
such Mortgage Loan or Serviced Loan Combination again ceases to be a Specially Serviced Loan. If the Special Servicer is
terminated (other than for cause) or resigns with respect to any or all of its servicing duties, it shall retain the right to
receive any and all Workout Fees payable with respect to the Mortgage Loans or Serviced Loan Combinations that cease to be a
Specially Serviced Loan during the period that it had responsibility for servicing such Specially Serviced Loan (or for any
Specially Serviced Loan that had not yet become a Corrected Mortgage Loan because as of the time that the Special Servicer is
terminated the Borrower has not made three consecutive monthly debt service payments and subsequently the Specially Serviced
Loan becomes a Corrected Mortgage Loan) at the time of such termination or resignation (and the successor Special Servicer
shall not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such loan ceases to be
payable in accordance with the preceding sentence.


 


A Liquidation Fee
will be payable to the Special Servicer, except as described below, with respect to (i) each Mortgage Loan repurchased by a
Mortgage Loan Seller after the Initial Resolution Period (and giving effect to any Resolution Extension Period) in accordance
with Section 2.03(e) of this Agreement, (ii) each Specially Serviced Loan as to which the Special Servicer obtains a
full, partial or discounted payoff from the related


 






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Borrower, (iii) any Specially Serviced Loan or Serviced REO Property
as to which the Special Servicer recovered any Liquidation Proceeds and (iv) each Defaulted Mortgage Loan that is a
Non-Serviced Mortgage Loan sold by the Special Servicer in accordance with the second proviso in Section 3.16(b) of this
Agreement as to which the Special Servicer recovered any Liquidation Proceeds; provided, however, for clarification, in the
case of clause (iv), should the Non-Serviced Mortgage Loan be sold by the Other Special Servicer, then the Liquidation Fee
shall be paid to such Other Special Servicer. As to each such Mortgage Loan repurchased by a Mortgage Loan Seller after the
Initial Resolution Period (and giving effect to any Resolution Extension Period) in accordance with Section 2.03(e) of
this Agreement or Specially Serviced Loan and Serviced REO Property, the Liquidation Fee will be payable from the related
payment or proceeds. Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on,
or out of, Liquidation Proceeds to the extent set forth in the definition of “Liquidation Fee” herein. With
respect to any future mezzanine debt, to the extent not prohibited by the Loan Documents, the Master Servicer or Special
Servicer, as applicable, shall require that the related mezzanine intercreditor agreement provide that if a Mortgage Loan is
purchased by the related mezzanine lender on a date that is more than 90 days following the date that the related option
first becomes exercisable, such mezzanine lender shall be required to pay a Liquidation Fee equal to the amount that the
Special Servicer would otherwise be entitled to under this Agreement with respect to a liquidation of such Mortgage Loan
(provided, that such Liquidation Fee shall in all circumstances be payable by the related mezzanine lender and
shall not, under any circumstances, be payable out of the Trust unless the Master Servicer fails to require the related
mezzanine intercreditor agreement to require the mezzanine lender to pay such amounts in breach of its obligation to do so
under this paragraph). If Liquidation Proceeds are received with respect to any Specially Serviced Loan as to which the
Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of
such Liquidation Proceeds that constitute principal and/or interest. Notwithstanding anything herein to the contrary, the
Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to
Liquidation Proceeds received on any Mortgage Loan or any Specially Serviced Loan. If (i) the Special Servicer resigns
or has been terminated, and (ii) either prior or subsequent to such resignation or termination, either (A) a
Specially Serviced Loan was liquidated or modified pursuant to an action plan submitted by the initial Special Servicer and
approved (or deemed approved) by the Directing Holder or the Special Servicer has determined to grant a forbearance, or
(B) a Specially Serviced Loan being monitored by the Special Servicer subsequently became a Corrected Mortgage Loan,
then in either such event the Special Servicer shall be paid the related Workout Fee or Liquidation Fee, as applicable.


 


The total amount
of Workout Fees and Liquidation Fees that are payable by the Trust with respect to each Mortgage Loan, Serviced Loan
Combination or Serviced REO Loan through the period such Mortgage Loan is an asset of the Trust shall be subject to an
aggregate cap of $1,000,000. For the purposes of determining whether any such cap has been reached with respect to a Special
Servicer and a Mortgage Loan, Serviced Loan Combination or Serviced REO Loan, only the Workout Fees and Liquidation Fees paid
to such Special Servicer with respect to such Mortgage Loan, Serviced Loan Combination or Serviced REO Loan shall be taken
into account, and any Workout Fees or Liquidation Fees for any other Mortgage Loans, Serviced Loan Combinations or Serviced
REO Loans shall not be taken into


 






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account
(and any Workout Fees or Liquidation Fees paid to a predecessor or successor special servicer or Other Special Servicer shall
also not be taken into account).


 


The Special Servicer
shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, any amounts, other than management fees in respect of REO Properties, due and owing to any of its
sub-servicers, any amounts due and owing to any of its Affiliates, and the premiums for any blanket Insurance Policy obtained by
it insuring against hazard losses pursuant to Section 3.08 of this Agreement, except to the extent such premiums are reimbursable
pursuant to Section 3.08 of this Agreement), if and to the extent such expenses are not expressly payable directly out of
the Collection Account or if a Serviced Loan Combination is involved, the applicable Serviced Loan Combination Collection Account
or the applicable REO Account or as a Property Advance, and the Special Servicer shall not be entitled to reimbursement therefor
except as expressly provided in this Agreement.


 


The Special
Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing
arrangement) from any Person (including, without limitation, the Trust, any Borrower, any Manager, any guarantor or
indemnitor in respect of a Mortgage Loan or Serviced Loan Combination and any purchaser of any Mortgage Loan, Serviced
Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan or Serviced
Loan Combination, the management or disposition of any REO Property, or the performance of any other special servicing duties
under this Agreement, other than as expressly provided in this Agreement; provided that such prohibition shall not
apply to Permitted Special Servicer/Affiliate Fees.


 


(d)          In determining
the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution
Date, the aggregate Penalty Charges collected on any Mortgage Loan or, unless prohibited by the related Intercreditor Agreement
to be so applied, any Serviced Companion Loan, during the related Collection Period shall be applied (as between Default Interest
and late payment charges, in the priority set forth in the definition of “Advance Interest Amount”) to reimburse
(i) the Master Servicer or the Trustee for interest on Advances at the Advance Rate with respect to such Mortgage Loan that
accrued in the period that such Penalty Charges were collected and advance interest to any related Serviced Companion Loan Service
Provider for any debt service advance made by such party with respect to any related Serviced Companion Loan that accrued in the
period that such Penalty Charges were collected, (ii) the Trust Fund for all interest on Advances with respect to such Mortgage
Loan or Serviced Loan Combination previously paid to the Master Servicer, the Trustee or to any Serviced Companion Loan Service
Provider pursuant to Section 3.06(a)(vi) or Section 3.06(b)(vi) of this Agreement, and (iii) the Trust Fund for
any Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees) with respect to such Mortgage
Loan or Serviced Loan Combination paid in the Collection Period that such Penalty Charges were collected and not previously paid
out of Penalty Charges, and any Penalty Charges remaining thereafter shall be distributed pro rata to the Master Servicer
and the Special Servicer based upon the amount of Penalty Charges the Master Servicer or the Special Servicer would otherwise have
been


 






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entitled
to receive during such period with respect to such Mortgage Loan without any such application. Except as set forth in this
Agreement, the Special Servicer shall not be entitled to any Special Servicing Fees, Workout Fees or Liquidation Fees with
respect to any Non-Serviced Mortgage Loan or any related REO Property. For the avoidance of doubt, the portion of Penalty
Charges allocated to a Mortgage Loan that is part of a Non-Serviced Loan Combination (in accordance with the applicable
Intercreditor Agreement and, if applicable, the Other Pooling and Servicing Agreement) shall be allocated in accordance with
clauses (i), (ii) and (iii) above (except that, Advances in clauses (i) and (ii) shall mean P&I Advances).


 


If a Servicing
Shift Loan Combination becomes a Specially Serviced Loan prior to the applicable Servicing Shift Lead Note Securitization
Date, the Special Servicer shall service and administer such Servicing Shift Loan Combination and any related REO Property in
the same manner as any other Specially Serviced Loan or Serviced REO Property and shall be entitled to all rights and
compensation earned with respect to such Serviced Loan Combination as Special Servicer of such Serviced Loan Combination.
With respect to a Servicing Shift Mortgage Loan, prior to the applicable Servicing Shift Lead Note Securitization Date, no
other special servicer will be entitled to any such compensation or have such rights and obligations. If a Servicing Shift
Loan Combination is still a Specially Serviced Loan on the applicable Servicing Shift Lead Note Securitization Date, the
Other Special Servicer and the Special Servicer shall be entitled to compensation with respect to such Servicing Shift Loan
Combination as if LNR Partners, LLC as the Special Servicer were being terminated as the Special Servicer with respect to
such Servicing Shift Loan Combination and the Other Special Servicer were replacing LNR Partners, LLC as the successor
Special Servicer with respect to such Servicing Shift Loan Combination.


 


If a Servicing Shift
Loan Combination is being specially serviced when the applicable Servicing Shift Lead Note is securitized, the Special Servicer
shall be entitled to compensation for the period during which it acted as Special Servicer with respect to such Loan Combination,
including its share of any liquidation or workout fees and any additional servicing compensation as well as all surviving indemnity
and other rights in respect of such special servicing role under this Agreement.


 


(e)          The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to reimbursement from the Trust Fund (and,
prior to recovery from the Trust Fund, in the case of any Serviced Loan Combinations, subject to the related Intercreditor Agreement,
first, from the related Subordinate Companion Loan up to the full principal balance thereof, if any, and second,
to the extent any such costs and expenses remain unreimbursed, from the related Mortgage Loan and the Collection Account, or in
the case of a Serviced Loan Combination with a Serviced Pari Passu Companion Loan, first, out of the related Serviced Loan
Combination Collection Account from collections on the related Serviced Pari Passu Companion Loan and the related Mortgage Loan
on a pro rata basis by principal balance, and second, to the extent any such costs and expenses remain unreimbursed,
out of the Collection Account) for the costs and expenses incurred by them in the performance of their duties under this Agreement
which are “unanticipated expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii).
Such expenses shall include, by way of example and not by way of limitation, environmental assessments, Updated Appraisals and
appraisals in connection with foreclosure, the fees and expenses of any


 









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administrative or judicial proceeding and expenses expressly
identified as reimbursable in Section 3.06(a)(xv) of this Agreement. All such costs and expenses shall be treated as costs
and expenses of the Lower-Tier REMIC and the related Serviced Loan Combination, if applicable.


 


(f)          No provision of
this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of
any of their duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business
judgment of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as
the case may be, repayment of such funds would not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Liquidation
Proceeds and other collections on or in respect of the Mortgage Loans, or from adequate indemnity from other assets comprising
the Trust Fund against such risk or liability.


 


If the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee receives a request or
inquiry from a Borrower, any Certificateholder or any other Person the response to which would, in the Master
Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Operating Advisor’s or the
Trustee’s good faith business judgment require the assistance of Independent legal counsel or other consultant to the
Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, the cost of which
would not be an expense of the Trust Fund or any Serviced Companion Loan Noteholder hereunder, then the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as the case may be, shall not be
required to take any action in response to such request or inquiry unless such Borrower, such Certificateholder, or such
other Person, as applicable, makes arrangements for the payment of the Master Servicer’s, the Special Servicer’s,
the Certificate Administrator’s, the Operating Advisor’s or the Trustee’s expenses associated with such
counsel (including, without limitation, posting an advance payment for such expenses) satisfactory to the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as the case may be, in its sole
discretion. Unless such arrangements have been made, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor or the Trustee, as the case may be, shall have no liability to any Person for the
failure to respond to such request or inquiry.


 


Section 3.13          Reports
to the Certificate Administrator; Collection Account Statements. (a) The Master Servicer shall deliver to the
Certificate Administrator no later than 3:00 p.m. (New York City time) one Business Day prior to the Servicer Remittance
Date prior to each Distribution Date (beginning December 2015), the CREFC® Loan Periodic Update File with
respect to all of the Mortgage Loans that it is servicing for the related Distribution Date (which shall include, without
limitation, the amount of Available Funds allocable to all of the Mortgage Loans including information therein that states
the anticipated P&I Advances for the related Distribution Date). The Master Servicer’s responsibilities under this
Section 3.13(a) with respect to Serviced REO Loans shall be subject to the satisfaction of the Special Servicer’s
obligations under Section 3.23 of this Agreement. The Master Servicer shall (no later than the time(s) that it or any
portion thereof is made available to the Certificate


 






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Administrator)
make available to each Serviced Companion Loan Noteholder with respect to the related Loan Combination or, if such Serviced
Companion Loan is securitized, the respective Other Servicer or its designee, the CREFC® Investor Reporting
Package® (excluding any templates) pursuant to the terms of this Agreement on a monthly basis. The Special
Servicer shall provide any templates relating to the Serviced Companion Loan included in the CREFC® Investor
Reporting Package® and prepared by the Special Servicer pursuant to the terms hereof to the Master Servicer
promptly upon reasonable request. The Master Servicer shall provide any templates relating to the Serviced Companion Loan
included in the CREFC® Investor Reporting Package® (with respect to templates required to be
prepared by the Special Servicer pursuant to the terms hereof, to the extent received) to the Other Servicer upon reasonable
request.


 


(b)          For
so long as the Master Servicer makes deposits into or credits to and withdrawals or debits from the Collection Account or
any Serviced Loan Combination Collection Account, not later than 15 days after each Distribution Date, the Master Servicer
shall forward to the Certificate Administrator a statement prepared by the Master Servicer setting forth the status of each
of the Collection Account and each Serviced Loan Combination Collection Account as of the close of business on the last
Business Day of the prior Collection Period and showing the aggregate amount of deposits into and withdrawals from the
Collection Account and each Serviced Loan Combination Collection Account of each category of deposit (or credit) specified in
Section 3.05 of this Agreement and each category of withdrawal (or debit) specified in Section 3.06 of this
Agreement for the related Collection Period, in each case for the Mortgage Loans (including the Non-Serviced Mortgage Loans).
The Trustee and the Certificate Administrator and its agents and attorneys may at any time during normal business hours, upon
reasonable notice, inspect and copy the books, records and accounts of the Master Servicer solely relating to the Mortgage
Loans and the performance of its duties hereunder.


 


(c)          Beginning in December 2015,
no later than 4:00 p.m. (New York City time) on each Servicer Remittance Date, the Master Servicer shall deliver or cause
to be delivered to the Certificate Administrator (who shall promptly post such reports to the Certificate Administrator’s
Website pursuant to Section 4.02(b)(iii)(B) of this Agreement), the Serviced Companion Loan Noteholders and the Operating
Advisor the following reports (in electronic form) with respect to the Mortgage Loans that it is servicing (and, if applicable,
the related REO Properties), providing the required information as of the immediately preceding Determination Date: (i) to
the extent the Master Servicer has received the most recent CREFC® Special Servicer Loan File from the Special Servicer
at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan
Modification and Corrected Mortgage Loan Report, the CREFC® Loan Setup File (with respect to the first Distribution
Date) and CREFC® REO Status Report received from such Special Servicer, (ii) the most recent CREFC®
Property File, CREFC® Financial File, CREFC® Comparative Financial Status Report and the CREFC®
Loan Level Reserve/LOC Report (in each case incorporating the data required to be included in the CREFC® Special
Servicer Loan File), (iii) the CREFC® Servicer Watch List with information that is current as of such Determination
Date and (iv) the CREFC® Advance Recovery Report.


 






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The information
that pertains to Specially Serviced Loans and REO Properties reflected in such reports shall be based solely upon the reports
delivered by the Special Servicer to the Master Servicer (other than information as to which the Master Servicer has the
primary responsibility to generate) no later than the Determination Date in the form required by Section 3.13(g) of this
Agreement or shall be provided by means of such reports so delivered by the Special Servicer to the Master Servicer in the
form so required. In the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without
investigation or inquiry, the information and reports delivered to it by the Special Servicer, and the Certificate
Administrator shall be entitled to conclusively rely upon the Master Servicer’s reports and the Special
Servicer’s reports and any information provided by the Certificate Administrator or the Trustee without any duty or
obligation to recompute, verify or recalculate any of the amounts and other information stated therein.


 


(d)          The Master Servicer
shall deliver or cause to be delivered to the Trustee, the Certificate Administrator, the Serviced Companion Loan Noteholders,
the Underwriters, the Initial Purchasers and the Operating Advisor the following materials, in each case to the extent that such
materials or the information on which they are based have been received by the Master Servicer with respect to the Mortgage Loans
that the Master Servicer is servicing:


 


(i)          Within
30 days after receipt of any quarterly operating statement, if any, commencing within 30 days of receipt of such quarterly
operating statement for the quarter ending March 31, 2016, with respect to each Mortgage Loan (other than any Non-Serviced
Mortgage Loan), Specially Serviced Loan and Serviced REO Loan (to the extent prepared by and received from the Special
Servicer (in written format or in electronic media) in the case of any Specially Serviced Loan or Serviced REO Loan), a
CREFC® Operating Statement Analysis Report for the related Mortgaged Property or Serviced REO Property as of
the end of the preceding calendar quarter, together with copies of the related operating statements and rent rolls (but only
to the extent the related Borrower is required by the Mortgage to deliver, or otherwise agrees to provide such information
and, with respect to operating statements and rent rolls for Specially Serviced Loans and REO Properties, only to the extent
received by the Special Servicer) for such Mortgaged Property or Serviced REO Property as of the end of such calendar
quarter; provided that, to the extent the annual CREFC® Operating Statement Analysis Report is delivered as
described under clause (b) below, then such delivery shall satisfy the requirement under this clause (a) to deliver a
quarterly CREFC® Operating Statement Analysis Report for the quarter ending June 30 of each year, commencing in 2017. The
Master Servicer (or the Special Servicer in the case of Specially Serviced Loans and Serviced REO Properties) shall use
commercially reasonable efforts to obtain said quarterly and other periodic operating statements and related rent
rolls, which efforts shall include a letter sent to the related Borrower (except with respect to any Non-Serviced Mortgage
Loan) (followed up with telephone calls), requesting such quarterly and other periodic operating statements and related rent
rolls until they are received to the extent such action is consistent with applicable law and the terms of the related Loan
Documents; provided, however, that any analysis or update with respect to the first calendar quarter of each
year shall not be required to


 






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the
extent such analysis or update is not required to be provided under the then current applicable CREFC® guidelines.


 


(ii)         At
least annually, on or before June 30 of each year, beginning with June 30, 2017, with respect to each Mortgage
Loan (other than a Non-Serviced Mortgage Loan), Specially Serviced Loan and Serviced REO Loan (to the extent prepared by and
received from the Special Servicer (in written format or in electronic media) in the case of any Specially Serviced Loan or
Serviced REO Loan), a CREFC® Operating Statement Analysis Report for the related Mortgaged Property or
Serviced REO Property as of the end of the preceding calendar year (initially, year-end 2016), together with copies of the
related operating statements and related rent rolls (but only to the extent the related Borrower is required by the Mortgage
to deliver, or otherwise agrees to provide such information and, with respect to operating statements and related rent rolls
for Specially Serviced Loans and REO Properties, only to the extent received by the Special Servicer) for the current
trailing 12 months, if available, or year-to-date. The Master Servicer (or the Special Servicer in the case of Specially
Serviced Loans and Serviced REO Properties) shall use commercially reasonable efforts to obtain said annual and other
periodic operating statements and related rent rolls, which efforts shall include a letter sent to the related Borrower
(except with respect to any Non-Serviced Mortgage Loan) (followed up with telephone calls), requesting such annual and other
periodic operating statements and related rent rolls until they are received to the extent such action is consistent with
applicable law and the terms of the related Loan Documents. Upon receipt of such annual and other periodic operating
statements (including year-to-date statements) and related rent rolls, the Master Servicer shall promptly update
the CREFC® Operating Statement Analysis Report (commencing with the quarter ending March 31, 2016); provided, however,
that any analysis or update with respect to the first calendar quarter of each year shall not be required to the extent such
analysis or update is not required to be provided under the then current applicable CREFC® guidelines.


 


(iii)        Within
45 days after receipt by the Master Servicer (or within 60 days of receipt by the Special Servicer in the case of a Specially
Serviced Loan or Serviced REO Property) of any annual year-end operating statements and related rent rolls with respect to any
Mortgaged Property (except with respect to any Non-Serviced Mortgage Loan) or Serviced REO Property (to the extent prepared by
and received from the Special Servicer in the case of any Specially Serviced Loan or Serviced REO Property), commencing within
45 or 60 days, as applicable, of receipt of such statements for year-end 2016, a CREFC® NOI Adjustment Worksheet
for such Mortgaged Property (with the annual year-end operating statements attached thereto as an exhibit). The Master Servicer
will use the “Normalized” column from the CREFC® NOI Adjustment Worksheet to update the full year-end
data on any CREFC® Operating Statement Analysis Report and will use any operating statements received with respect
to any Mortgaged Property (other than any Mortgaged Property which is a Serviced REO Property or constitutes security for a Specially
Serviced Loan or a Non-Serviced Mortgage Loan) to update the CREFC® Operating Statement Analysis Report for such
Mortgaged Property.


 






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Except with respect to
a request received through the Rating Agency Q&A Forum and Document Request Tool, upon request for receipt of any such items
from any Rating Agency, the Master Servicer shall forward such items to the 17g-5 Information Provider (who shall promptly post
such items to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).


 


The Master
Servicer shall maintain one CREFC® Operating Statement Analysis Report for each Mortgaged Property (and shall
not be required to maintain any such report for a Mortgaged Property securing a Non-Serviced Mortgage Loan) and Serviced REO
Property (to the extent prepared by and received from the Special Servicer in the case of any Serviced REO Property or any
Mortgaged Property constituting security for a Specially Serviced Loan) relating to a Mortgage Loan that it is servicing. The
CREFC® Operating Statement Analysis Report for each Mortgaged Property (other than any such Mortgaged Property
that secures a Non-Serviced Mortgage Loan or which is a Serviced REO Property or constitutes security for a Specially
Serviced Loan) is to be updated with trailing 12-month information, as available, or year-to-date information until 12-month
trailing information (commencing with the quarter ending March 31, 2016 is available by the Master Servicer and such updated
report shall be delivered to the Trustee, the Certificate Administrator, the Operating Advisor, the Directing Holder and any
related Serviced Companion Loan Noteholder in the calendar month following receipt by the Master Servicer of such updated
trailing or year-to-date operating statements and related rent rolls for such Mortgaged Property.


 


The Special Servicer
shall pursuant to Section 3.13(h) of this Agreement, deliver to the Master Servicer the information required of it pursuant
to this Section 3.13(d) with respect to Specially Serviced Loans and Serviced REO Loans.





 


(e)          In connection
with their servicing of the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced REO Properties, the Master
Servicer and the Special Servicer, as applicable, shall provide to each other and to the Trustee and the Certificate Administrator,
written notice of any event that comes to their knowledge with respect to a Mortgage Loan or Serviced REO Property that the Master
Servicer or the Special Servicer, respectively, determines, in accordance with the Servicing Standard, would have a material adverse
effect on such Mortgage Loan or Serviced REO Property, which notice shall include an explanation as to the reason for such material
adverse effect.


 


(f)          The Master Servicer
or the Special Servicer, as applicable, shall make available to the Controlling Class Representative copies of all rent rolls,
operating statements and financial statements actually provided by each Borrower, including any monthly or quarterly statements
or rent rolls, within 15 Business Days of receipt.


 


(g)          At least two Business
Days prior to each Servicer Remittance Date, the Special Servicer shall deliver, or cause to be delivered, to the Master Servicer
and, upon the request of any of the Trustee, the Certificate Administrator, the Operating Advisor, the Depositor, the Controlling
Class Representative or any Rating Agency, to such requesting party, the CREFC® Special Servicer Loan File with
respect to the Specially Serviced Loans (and, if applicable, the related Serviced REO Properties), providing the required information
as


 






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of
the Determination Date (or, upon the reasonable request of any Master Servicer, data files in a form acceptable to the Master
Servicer), which CREFC® Special Servicer Loan File shall include data, to enable the Master Servicer to produce
the CREFC® Supplemental Servicer Reports. Such reports or data shall be presented in writing and in an electronic
format reasonably acceptable to the Master Servicer. 





 


(h)          The Special Servicer
shall deliver or cause to be delivered to the Master Servicer and, upon the request of any of the Trustee, the Certificate Administrator,
the Operating Advisor, the Depositor, the Controlling Class or any Rating Agency, to such requesting party, without charge, the
following materials for Specially Serviced Loans or Serviced REO Properties, as applicable, in each case to the extent that such
materials or the information on which they are based have been received by the Special Servicer:


 


(i)          At
least annually, on or before June 1 of each year, commencing with 2016, with respect to each Specially Serviced Loan
and Serviced REO Loan, a CREFC® Operating Statement Analysis Report for the related Mortgaged Property or
Serviced REO Property as of the end of the preceding calendar year (initially year-end December 31, 2015) together with
copies of the operating statements and related rent rolls for the related Mortgaged Property or Serviced REO Property as of
the end of the preceding calendar year (but only to the extent the related Borrower is required by the Mortgage to deliver,
or otherwise agrees to provide, such information and, with respect to operating statements and related rent rolls for
Specially Serviced Loans and Serviced REO Properties, only to the extent requested by the Special Servicer) and for the
current trailing 12 months, if available, or year-to-date. The Special Servicer shall use its reasonable efforts to obtain
said annual and other periodic operating statements and related rent rolls with respect to each Mortgaged Property
constituting security for a Specially Serviced Loan and each Serviced REO Property.


 


(ii)         Within
45 days of receipt by the Special Servicer of any annual operating statements with respect to any Mortgaged Property relating to
a Specially Serviced Loan or Serviced REO Property, a CREFC® NOI Adjustment Worksheet for such Mortgaged Property
or Serviced REO Property (with the annual operating statements attached thereto as an exhibit); provided, that, with the
consent of the Master Servicer, the Special Servicer may instead provide data files in a form reasonably acceptable to the Master
Servicer. The Special Servicer will use the “Normalized” column from the CREFC® NOI Adjustment Worksheet
to update the full year-end data on any CREFC® Operating Statement Analysis Report and will use any operating statements
received with respect to any Mortgaged Property relating to a Specially Serviced Loan or Serviced REO Property to update the CREFC®
Operating Statement Analysis Report for such Mortgaged Property.


 


Except with respect to
a request received through the Rating Agency Q&A Forum and Document Request Tool, upon request for receipt of any such items
from any Rating Agency, the Special Servicer shall forward such items to the 17g-5 Information Provider (who shall promptly post
such items to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).


 






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The Special
Servicer shall maintain one CREFC® Operating Statement Analysis Report for each Mortgaged Property securing a
Specially Serviced Loan and each Serviced REO Property. The CREFC® Operating Statement Analysis Report for
each Mortgaged Property securing a Specially Serviced Loan and each Serviced REO Property is to be updated by the Special
Servicer and such updated report delivered to the Master Servicer within 45 days after receipt by the Special Servicer of
updated operating statements for each such REO Property; provided, that, the Special Servicer may instead provide data
files in an electronic form acceptable to the Special Servicer. The Special Servicer shall provide each such report to the
Master Servicer in the then applicable CREFC® format.


 


(i)          If the Master
Servicer or the Special Servicer, as applicable, is required to deliver any statement, report or information under any provision
of this Agreement (including Section 3.14), the Master Servicer or the Special Servicer, as the case may be, may satisfy such
obligation by (x) delivering such statement, report or information in a commonly used electronic format or (y) making
such statement, report or information available on the Master Servicer’s Website, unless this Agreement expressly specifies
a particular method of delivery or such statement, report or information must be filed with the Commission as contemplated in Article X;
provided that all reports required to be delivered to the Certificate Administrator shall be delivered in accordance with
clause (x).


 


(j)          The
Master Servicer may, but is not required to, make any of the reports or files it delivers pursuant to this Section 3.13
available each month on the Master Servicer’s Website only with the use of a password, in which case the Master
Servicer shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such
password shall be deemed to have agreed not to disclose such password to any other Person and (ii) each
Certificateholder and prospective Certificateholder who requests such password, and has delivered an Investor Certification
to the Trustee, the Certificate Administrator and the Master Servicer. In connection with providing access to the Master
Servicer’s Website, the Master Servicer may require registration and the acceptance of a disclaimer and otherwise
(subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to the extent the Master
Servicer deems necessary or appropriate, conditioning access on execution of an agreement governing the availability, use and
disclosure of such information, and which may provide indemnification to the Master Servicer for any liability or damage that
may arise therefrom.


 


(k)          With respect to
each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer, without charge and
no later than 2 Business Days following the related Determination Date (the Master Servicer, to the extent it has received, shall
deliver or cause to be delivered to the Certificate Administrator, without charge and on each Servicer Remittance Date), an electronic
report which may include html, word or excel compatible format, clean and searchable pdf format or such other format as mutually
agreeable between the Certificate Administrator and the Special Servicer that discloses and contains an itemized listing of any
Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period;
provided that no report regarding Disclosable Special Servicer Fees shall be required to be delivered if there are no Disclosable
Special Servicer Fees for the related Collection Period.


 






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Section 3.14          Access
to Certain Documentation.  (a) The Master Servicer and Special Servicer, as applicable, shall provide to any
Certificateholders and any Serviced Companion Loan Noteholders that are federally insured financial institutions, the
Operating Advisor (but only if a Control Termination Event has occurred and is continuing and subject to Section 3.31(d)(iv)
of this Agreement), the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing), the
Federal Reserve Board, the FDIC and the Office of the Comptroller of Currency and the supervisory agents and examiners of
such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise
authority over any Certificateholder or Serviced Companion Loan Noteholder is subject, access to the documentation regarding
the Mortgage Loans or the Loan Combinations, as applicable, that it is servicing required by applicable regulations of the
Federal Reserve Board, FDIC, the Office of the Comptroller of Currency or any such federal or state banking or regulatory
authority, such access being afforded without charge but only upon reasonable written request and during normal business
hours at the offices of the Master Servicer or Special Servicer, as applicable. In addition, upon reasonable prior written
notice to the Master Servicer or the Special Servicer, as the case may be, the Trustee, the Certificate Administrator, the
Operating Advisor (but only if a Control Termination Event has occurred and is continuing), the Depositor or their
accountants or other representatives shall have reasonable access to review the documents, correspondence and records in the
possession of the Master Servicer or the Special Servicer, as the case may be, as they relate to a Mortgaged Property and any
Serviced REO Property during normal business hours at the offices of the Master Servicer or the Special Servicer, as the case
may be. Nothing in this Section 3.14 shall detract from the obligation of the Master Servicer and Special Servicer to
observe any applicable law prohibiting disclosure of information with respect to the Borrowers, and the failure of the
Master Servicer and Special Servicer to provide access as provided in this Section 3.14 as a result of such obligation
shall not constitute a breach of this Section 3.14.


 


(b)          In connection
with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, Serviced Companion
Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Noteholder,
the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Noteholder
(to the extent permitted in the related Intercreditor Agreement) of a sum sufficient to cover the reasonable costs and expenses
of providing such information or access, including copy charges and reasonable fees for employee time and for space; provided
that no charge may be made if such information or access was required to be given or made available under applicable law. In connection
with providing Certificateholders or Serviced Companion Loan Noteholders access to the information described in the preceding paragraph
the Master Servicer and the Special Servicer, as applicable, may require (prior to affording such access) a written confirmation
executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special
Servicer, as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry
Certificates or Serviced Companion Loan Noteholder or a regulator or governmental body and will keep such information confidential.


 






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(c)          Upon
the reasonable request of (1) any Certificateholder identified to the Master Servicer to the Master Servicer’s
reasonable satisfaction (or, with respect to any Serviced Companion Loan, the request of any Serviced Companion Loan
Noteholder), the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or
Serviced Companion Loan Noteholder) copies of any appraisals, operating statements, rent rolls and financial statements
obtained by the Master Servicer or the Special Servicer or (2) any Controlling Class Certificateholder identified to the
Master Servicer to the Master Servicer’s reasonable satisfaction, the Master Servicer shall provide (or forward
electronically) (at the expense of such Controlling Class Certificateholder) any Excluded Information in the Master
Servicer’s possession (available on the Certificate Administrator’s Website but not accessible to such
Controlling Class Certificateholder through the Certificate Administrator’s Website on account of it constituting
Excluded Information) relating to any Excluded Controlling Class Mortgage Loan in which such Controlling
Class Certificateholder is not a Borrower Party; provided that, in connection therewith, the Master Servicer may
require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer or Special Servicer, generally to the effect that such Person is a Certificateholder or Serviced
Companion Loan Noteholder or a beneficial holder of Book-Entry Certificates or a regulator or a governmental body and will
keep such information confidential.





 


(d)          The 17g-5 Information
Provider shall make available solely to the Depositor and to any NRSRO that delivers an NRSRO Certification to the 17g-5 Information
Provider the following items to the extent such items are delivered to it via electronic mail at 17g5informationprovider@wellsfargo.com
(or such other address as the 17g-5 Information Provider shall specify by written notice to the other parties hereto) in an
electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system, specifically
with a subject reference of “COMM 2015-LC23” and an identification of the type of information being provided in the
body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any other
delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial (provided,
if such information is not in electronic format readable and uploadable (that is not locked or corrupted), then the 17g-5 Information
Provider shall immediately notify the applicable delivering party thereof, whereupon such party shall promptly deliver the subject
information in such format):


 


(i)          any
waivers delivered to the 17g-5 Information Provider pursuant to Section 3.09 of this Agreement;


 


(ii)         any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance
delivered to the 17g-5 Information Provider pursuant to Section 3.21(d) or Section 4.07(c) of this Agreement and notice
of determination not to refrain from reimbursement of all Nonrecoverable Advances;


 


(iii)        any
Asset Status Report delivered by the Special Servicer pursuant to Section 3.23(d) of this Agreement;


 






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(iv)        any
environmental reports delivered by the Special Servicer pursuant to Section 3.10(g) of this Agreement;


 


(v)         any
annual statements as to compliance and related Officer’s Certificates delivered pursuant to Section 10.11 and Section 10.12
of this Agreement;


 


(vi)        any
annual independent public accountants’ attestation reports delivered pursuant to Section 10.13 of this Agreement;


 


(vii)       any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.10 of this Agreement;





 


(viii)      any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving a No Downgrade
Confirmation from any Rating Agency as set forth in the definition of “No Downgrade Confirmation” pursuant to Section 3.30
of this Agreement;


 


(ix)         copies
of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate
Administrator or Trustee;





 


(x)          any
requests for a No Downgrade Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.30 of
this Agreement;


 


(xi)         any
notice of resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor
Trustee or successor Certificate Administrator pursuant to Section 8.07 or Section 8.08 of this Agreement;


 


(xii)        any
notice of resignation or assignment of the rights of the Master Servicer or the Special Servicer pursuant to Section 6.04
of this Agreement;


 


(xiii)       any
notice of Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.03
of this Agreement;


 


(xiv)       any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09 of this Agreement;


 


(xv)        any
notice of the merger or consolidation of the Master Servicer, the Special Servicer or the Operating Advisor pursuant to Section 6.02
of this Agreement;


 


(xvi)       any
notice of any amendment that modifies the procedures herein relating to Exchange Act Rule 17g-5 pursuant to Section 11.08
of this Agreement;


 


(xvii)      any
notice or other information provided by the Master Servicer pursuant to Section 11.07 of this Agreement;


 


(xviii)     any
summary of oral communication with the Rating Agencies delivered to the 17g-5 Information Provider pursuant to Section 3.14(g)
of this Agreement;


 






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provided
that the summary of such oral communication shall not attribute which Rating Agency the communication was with;


 


(xix)       the
Rating Agency Q&A Forum and Document Request Tool; and


 


(xx)        such
information as is delivered to the 17g-5 Information Provider by the Depositor in mutually agreeable electronic format within fifteen
(15) days of the Closing Date.


 


The foregoing
information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website (a
link to which shall be provided on the Depositor’s website at www.intralinks.com or such other website as the
Depositor may notify the parties hereto in writing). Information will be posted on the same Business Day of receipt provided
that such information is received by 2:00 p.m. (eastern time) or, if received after 2:00 p.m., on the next Business
Day by 12:00 p.m. New York City time. The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or
otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise
is or is not anything other than what it purports to be or whether such information (other than (solely with respect to the
17g-5 Information Provider’s obligation to post such information) the information set forth in clauses (i) through
(xix) above) is required to be posted on the 17g-5 Information Provider’s Website pursuant to this Agreement or
Rule 17g-5. If any information is delivered or posted in error, the 17g-5 Information Provider may remove it from the
17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider have not
obtained and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to the
Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, respectively. Access will be
provided by the 17g-5 Information Provider to the Rating Agencies, and to the NRSROs upon receipt of an NRSRO Certification
in the form of Exhibit V hereto (which certification may be submitted electronically via the 17g-5 Information
Provider’s Website). If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access will
be provided by the 17g-5 Information Provider on the same Business Day provided such request is made prior to 2:00 p.m., on
such Business Day, or, if received after 2:00 p.m., on the following Business Day. Questions regarding delivery of
information to the 17g-5 Information Provider may be directed to 17g5informationprovider@wellsfargo.com (or
such other address as the 17g-5 Information Provider shall specify by written notice to the other parties hereto).


 


Upon request of the Depositor
or the Rating Agencies (through the Rating Agency Q&A Forum and Document Request Tool) or if otherwise required under this
Agreement, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information
requested by the Depositor (including any pre-closing material from the Depositor’s Rule 17g-5 website) or the Rating Agencies
or if otherwise required under this Agreement to the extent such information is delivered to the 17g-5 Information Provider electronically
in accordance with this Section 3.14 of this Agreement. In no event shall any party to this Agreement disclose on the 17g-5
Information Provider’s Website which Rating Agency requested such additional information.


 






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The 17g-5 Information
Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information
was received and that it has been posted. The 17g-5 Information Provider shall notify each NRSRO that has provided a NRSRO Certification
each time a document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such
document. The 17g-5 Information Provider shall send such notice to such Persons to the email address that has been provided by
and is used by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email
address if such general email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO
Certification in the form of Exhibit P-2 hereto.


 


Any information
required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via
electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “COMM
2015-LC23” and an identification of the type of information being provided in the body of such electronic mail, or via
any alternative electronic mail address following notice to the parties hereto or any other delivery method established or
approved by the 17g-5 Information Provider.


 


The 17g-5
Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where Rating Agencies and NRSROs may (i) submit Inquiries to the Certificate Administrator
relating to the Distribution Date Statement, submit Inquiries to the Master Servicer or the Special Servicer, as applicable,
relating to the reports being made available pursuant to this Section 4.02(d), the Mortgage Loans (other than a
Non-Serviced Mortgage Loan) or the Mortgaged Properties or submit inquiries to the Operating Advisor relating to the
Operating Advisor Annual Reports or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor
has consultation rights pursuant to Section 3.31, whether or not referenced in such Operating Advisor Annual Report,
(ii) view Inquiries that have been previously submitted and answered, together with the answers thereto and
(iii) submit requests for loan-level reports and information. Upon receipt of an Inquiry for the Certificate
Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall
forward the Inquiry to the Certificate Administrator, Operating Advisor, the Master Servicer or the Special Servicer,
as applicable, and in the case of an inquiry relating to any Non-Serviced Mortgage Loan, to the applicable party under the
related Other Pooling and Servicing Agreement, in each case within a commercially reasonable period following receipt
thereof. Following receipt of an Inquiry or request relating to the subject matters described in clauses (i) or (iii)
above, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, as applicable,
unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Certificate
Administrator, the Operating Advisor, Master Servicer or Special Servicer shall be by email to the 17g-5 Information
Provider. The 17g-5 Information Provider shall post (within a commercially reasonable period following preparation or receipt
of such answer, as the case may be) such Inquiry and the related answer (or reports, as applicable) to the 17g-5 Information
Provider’s Website. Any report posted by the 17g-5 Information Provider in


 






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response
to a request may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. If the
Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer determines, in its respective
sole discretion, that (i) the question is beyond the scope outlined above, (ii) answering any Inquiry would not be
in the best interests of the Trust and/or the Certificateholders or would be in violation of applicable law, the Servicing
Standard, this Agreement or the applicable Loan Documents, (iii) answering any Inquiry would or is reasonably expected
to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or answering such inquiry is
otherwise not advisable or (iv) (A) answering any Inquiry would materially increase the duties of, or result in
significant additional cost or expense to, the Certificate Administrator, the Operating Advisor, the Master Servicer or the
Special Servicer, as applicable, and (B) the Certificate Administrator, the Operating Advisor, the Master Servicer or
the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of
the Certificate Administrator or the Operating Advisor) that the performance of such duties or the payment of such costs and
expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Operating Advisor, Master Servicer
or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Inquiry and, in the case of
the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, shall promptly notify the
17g-5 Information Provider, and the 17g-5 Information Provider shall post such Inquiry on the Rating Agency Q&A Forum and
Document Request Tool together with a statement that such Inquiry was not answered. Answers posted on the Rating Agency
Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers
from any of the Depositor, the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator or the Trustee or any of their respective Affiliates and no such party shall have any
responsibility or liability for the content of any such information. The 17g-5 Information Provider shall not be required to
post to the 17g-5 Information Provider’s Website any Inquiry or answer thereto that the 17g-5 Information Provider
determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document
Request Tool will not reflect questions, answers and other communications between the 17g-5 Information Provider and any
Person which are not submitted via the 17g-5 Information Provider’s Website.


 


In connection with providing
access to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, the Certificate Administrator
and/or the 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The Certificate Administrator
and the 17g-5 Information Provider, as the case may be, shall not be liable for the dissemination of information in accordance
with the terms of this Agreement, make no representations or warranties as to the accuracy or completeness of such information
being made available, and assume no responsibility for such information; provided that it is acknowledged and agreed that
the 17g-5 Information Provider shall not be charged with knowledge of any of the contents of such information solely by virtue
of its compliance with its obligations to post such information to the 17g-5 Information Provider’s Website. The 17g-5 Information
Provider shall not be liable for its failure to make any information available to the NRSROs unless such information was delivered
to the 17g-5 Information Provider at the email address set forth herein in an electronic format readable and uploadable (that is
not locked or corrupted) on the 17g-5 Information Provider’s system, with a subject heading of “COMM


 






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2015-LC23”
and sufficient detail to indicate that such information is required to be posted on the 17g-5 Information Provider’s Website;
provided, if such information is not in electronic format readable and uploadable (that is not locked or corrupted), then
the 17g-5 Information Provider shall immediately notify the applicable delivering party thereof, whereupon such party shall promptly
deliver the subject information in such format.


 


The 17g-5 Information
Provider shall not be responsible or have any liability for any act, omission or delay attributable to the failure of any other
party to this Agreement to timely deliver information to be posted on the 17g-5 Information Provider’s Website or for any
errors or defects in the information supplied by any such party.


 


The 17g-5 Information
Provider’s obligations in respect of Rule 17g-5 or any other law or regulation related thereto shall be limited to the
specific obligations contained in this Agreement and the 17g-5 Information Provider makes no representations or warranties as to
the compliance of the Depositor with Rule 17g-5 or any other law or regulation related thereto.


 


With respect to
each Non-Serviced Mortgage Loan, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the
Trustee shall provide to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website,
promptly upon receipt from a Non-Serviced Mortgage Loan Service Provider, all reports, statements, documents, notices and
other information it receives in respect of such Non-Serviced Mortgage Loan that such party would otherwise have been
required to be submitted to the 17g-5 Information Provider under this Agreement for posting had such Non-Serviced Mortgage
Loan been a Serviced Mortgage Loan; provided that, notwithstanding the foregoing, the Special Servicer shall have no
obligation to forward any such reports, statements, documents, notices or other information under this provision unless (A)
the Special Servicer is the only addressee of such report, statement, document, notice or other information or (B) there is
no addressee on such report, statement, document, notice or other information. The 17g-5 Information Provider shall post on
the 17g-5 Information Provider’s Website all such information it receives in accordance with this Agreement.


 


(e)         [Reserved].


 


(f)          Each of the Master
Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver, produce
or otherwise make available through its website or otherwise, any additional information identified in Section 3.14(d) of
this Agreement relating to the Mortgage Loans or Loan Combinations, the Mortgaged Properties or the related Borrowers, for review
by the Depositor, the Underwriters, the Initial Purchasers and any other Persons who deliver an Investor Certification in accordance
with this Section 3.14, the related Serviced Companion Loan Noteholder (if any) and the Rating Agencies (collectively, the
“Disclosure Parties”) (only to the extent such additional information is simultaneously or previously delivered
to the 17g-5 Information Provider in accordance with the provisions of Section 3.14(d) of this Agreement, who shall post such
additional information on the 17g-5 Information Provider’s Website in accordance with the provisions of Section 3.14(d)
of this Agreement), in each case, except to the extent doing so is prohibited by this Agreement, applicable law or by the related
Loan Documents. Each of the


 






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Master
Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto
any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information
(A) except for the Depositor, enter into an Investor Certification or other confidentiality agreement acceptable to the
Master Servicer or the Special Servicer, as the case may be, and (B) acknowledge that the Master Servicer or the Special
Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access to
such information is provided via the Master Servicer’s or the Special Servicer’s website, the Master Servicer and
the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an
additional or alternative agreement as to the confidential nature of such information. In connection with providing access to
or copies of the information described in this Section 3.14(e) to current or prospective Certificateholders the form of
confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case
of a Certificateholder (or a licensed or registered investment advisor acting on behalf of such Certificateholder), an
Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will
keep such information confidential (except that such Certificateholder may provide such information (x) to its auditors,
legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate
or interest therein (provided that such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser
of Certificates or interests therein (or a licensed or registered investment advisor acting on behalf of such
prospective purchaser), an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or
an interest therein and is requesting the information for use in evaluating a possible investment in Certificates and will
otherwise keep such information confidential with no further dissemination (except that such Certificateholder may provide
such information to its auditors, legal counsel and regulators), without the prior consent of the Depositor. In the case of a
licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor
Certification shall be executed and delivered by both the investment advisor and such current or prospective
Certificateholder.


 


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 3.14 unless (i) the Master Servicer or Special Servicer, as applicable, is the original source for such information
and (ii) such failure to deliver complete and accurate information is by reason of such party’s willful misconduct,
bad faith, fraud and/or negligence.


 


In connection with the
delivery by the Master Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall provide
electronic confirmation to the Master Servicer or the Special Servicer, as applicable, of when such information, report, notice
or document has been posted to the 17g-5 Information Provider’s Website. The Master Servicer or the Special Servicer, as
applicable, may, but is not obligated to, send such information report, notice or other document directly to the applicable


 






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Rating
Agency or Rating Agencies following the earlier of (a) receipt of notification from the 17g-5 Information Provider that such information,
report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website and (b) 12:00 p.m. on
the first Business Day following the date the Master Servicer or the Special Servicer, as applicable, has provided such information,
report, notice or other document to the 17g-5 Information Provider.


 


(g)          The Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee shall be permitted (but shall not be
required) to orally communicate with the Rating Agencies regarding any Mortgage Loan, Serviced Loan Combination, any Certificateholder,
any Serviced Companion Loan Noteholder, any Mortgaged Property or any REO Property; provided that such party summarizes
the information provided to the Rating Agencies in such communication and provides the 17g-5 Information Provider and the related
Other 17g-5 Information Provider (if any) with such summary in accordance with the procedures set forth in Section 3.14(d)
of this Agreement the same day such communication takes place; provided that the summary of such oral communications shall
not attribute which Rating Agency the communication was with. The 17g-5 Information Provider shall post such summary on the 17g-5
Information Provider’s Website in accordance with the procedures set forth in Section 3.14(d) of this Agreement.


 


(h)          None
of the foregoing restrictions in this Section 3.14 or otherwise in this Agreement shall prohibit or restrict oral or
written communications, or providing information, between the Master Servicer, the Operating Advisor or the Special Servicer,
on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or
NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor or the Special Servicer, as
applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the Operating Advisor or
the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating
Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating Advisor or the Special
Servicer’s, as applicable, servicing operations in general; provided, that the Master Servicer, the Operating
Advisor or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the
Mortgage Loans to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO
unless (x) Borrower, property and other deal specific identifiers are redacted; (y) such information has already
been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website or
the Master Servicer or Special Servicer, as applicable, has in fact provided such information to such Rating Agency in
accordance with Section 3.14(f); or (z) the Rating Agency confirms in writing that it does not intend to use such information
in undertaking credit rating surveillance with respect to the Certificates; provided, however, that the Rating
Agencies may use information delivered in reliance on the certification provided in this clause (z) for any purpose to the
extent it is publicly available (unless the availability results from a breach of this Agreement or any other
confidentiality agreement to which such Rating Agency is subject) or comprises information collected by the applicable Rating
Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that such
Rating Agency has access to) (in each case, subject to any agreement governing the use of such information, including any
engagement letter with the Depositor or any other applicable depositor).


 






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(i)          If any of the
parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due diligence
services such party may have provided with respect to the Mortgage Loans (“Due Diligence Service Provider”),
such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the
17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this
Agreement, promptly upon receipt thereof. Neither the Master Servicer nor the Special Servicer shall be required to make any determination
as to whether any service provided by a third party requires obtaining a Form ABS Due Diligence-15E.


 


(j)          The costs and
expenses of compliance with this Section 3.14 by the Depositor, the Master Servicer, the Special Servicer, the Trustee and
any other party hereto shall not be Additional Trust Fund Expenses.


 


Section 3.15          Title
and Management of REO Properties and REO Accounts. (a) If title to any Mortgaged Property (other than with respect to a
Non-Serviced Mortgage Loan) is acquired for the benefit of Certificateholders (and, in the case of the Serviced Loan
Combinations, the related Serviced Companion Loan Noteholders) in foreclosure, by deed in lieu of foreclosure or upon
abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Trust where
permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise in the name of
the Trustee, or its nominee (which shall not include the Master Servicer), or a separate Trustee or co-Trustee, on behalf of
the Trust Fund (and, in the case of the Serviced Loan Combinations, the related Serviced Companion Loan Noteholders). The
Special Servicer, on behalf of the Trust Fund (and, in the case of the Serviced Loan Combinations, the related Serviced
Companion Loan Noteholders), shall dispose of any Serviced REO Property prior to the close of the third calendar year
following the year in which the Trust Fund acquires ownership of such Serviced REO Property for purposes of
Section 860G(a)(8) of the Code, unless (i) the Special Servicer on behalf of the Lower-Tier REMIC has applied
for an extension of such period pursuant to Sections 856(e)(3) and 860G(a)(8)(A) of the Code, in which case the
Special Servicer shall sell such Serviced REO Property within the applicable extension period or if the Special Servicer has
applied for extension as provided in this clause (i) but such request has not yet been granted or denied, the
additional time specified in such request, or (ii) the Special Servicer seeks and subsequently receives an Opinion of
Counsel (which opinion shall be an expense of the Trust Fund and, in the case of a Serviced Loan Combination, such expenses
shall be allocated in accordance with the allocation provisions set forth in the related Intercreditor Agreement), addressed
to the Special Servicer, the Certificate Administrator and the Trustee, to the effect that the holding by the Trust Fund of
such Serviced REO Property for an additional specified period will not cause such Serviced REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to
the exception applicable for purposes of Section 860D(a) of the Code) at any time that any Certificate is
outstanding, in which event such period shall be extended by such additional specified period subject to any conditions set
forth in such Opinion of Counsel. The Special Servicer, on behalf of the Trust Fund (and, in the case of the Serviced Loan
Combinations, the related Serviced Companion Loan


 






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Noteholders),
shall dispose of any Serviced REO Property held by the Trust Fund prior to the last day of such period (taking into account extensions)
by which such Serviced REO Property is required to be disposed of pursuant to the provisions of the immediately preceding sentence
in a manner provided under Section 3.16 hereof. In the case of the Trust Fund’s beneficial interest in any REO Property
acquired by the Other Trustee pursuant to an Other Pooling and Servicing Agreement, the Special Servicer shall coordinate with
the Other Special Servicer with respect to any REO extension on behalf of the Trust Fund. The Special Servicer shall manage, conserve,
protect and operate each Serviced REO Property for the Certificateholders (and, in the case of the Serviced Loan Combinations,
the related Serviced Companion Loan Noteholders) solely for the purpose of its prompt disposition and sale in a manner which does
not cause such Serviced REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) and
such that income from the operation or sale of such property does not result in receipt by the Trust Fund of any income from non-permitted
assets as described in Section 860F(a)(2)(B) of the Code with respect to such property.


 


(b)          The
Special Servicer shall have full power and authority, subject only to the Servicing Standard and the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with any Serviced REO Property as are consistent
with the manner in which the Special Servicer manages and operates similar property owned or managed by the Special Servicer
or any of its Affiliates, all on such terms and for such period as the Special Servicer deems to be in the best interests of
Certificateholders and, in the case of the Serviced Loan Combinations, the related Serviced Companion Loan Noteholders and,
in connection therewith, the Special Servicer shall agree to the payment of management fees that are consistent with general
market standards. Consistent with the foregoing, the Special Servicer shall cause or permit to be earned with respect to such
Serviced REO Property any “net income from foreclosure property,” within the meaning of
Section 860G(c) of the Code, which is subject to tax under the REMIC Provisions, only if it has determined, and has
so advised the Trustee and the Certificate Administrator in writing, that the earning of such income on a net after-tax basis
could reasonably be expected to result in a greater recovery on behalf of Certificateholders (and, in the case of the
Serviced Loan Combinations, the related Serviced Companion Loan Noteholders) than an alternative method of operation or
rental of such Serviced REO Property that would not be subject to such a tax.


 


The Special Servicer
shall segregate and hold all revenues received by it with respect to any Serviced REO Property separate and apart from its own
funds and general assets and shall establish and maintain with respect to any Serviced REO Property a segregated custodial account
(each, an “REO Account”), each of which shall be an Eligible Account and shall be entitled “LNR Partners,
LLC, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of COMM 2015-LC23
Mortgage Trust Commercial Mortgage Pass-Through Certificates REO Account.” With respect to a Serviced REO Property securing
a Serviced Loan Combination, the Special Servicer shall establish an REO Account solely with respect to such property (each such
account, a “Serviced Loan Combination REO Account”), each of which shall be an Eligible Account and shall be
entitled “LNR Partners, LLC, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the
benefit of the Holders of COMM


 






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2015
LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates and the related Serviced Companion Loan Noteholders REO Account,”
to be held for the benefit of the Certificateholders and the related Serviced Companion Loan Noteholders. The Special Servicer
shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an REO Account or
a Serviced Loan Combination REO Account to the extent provided in Section 3.07(b) of this Agreement. The Special Servicer
shall deposit or cause to be deposited REO Proceeds in the REO Account or the applicable Serviced Loan Combination REO Account
within one Business Day after receipt of such REO Proceeds (provided that to the extent such REO Proceeds are received after 2:00
p.m. (Eastern time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to deposit such
REO Proceeds within one Business Day of receipt of such REO Proceeds but, in any event, the Special Servicer shall deposit such
amounts into the REO Account or the applicable Serviced Loan Combination REO Account within two Business Days of receipt of such
REO Proceeds), and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such Serviced
REO Property and for other Property Protection Expenses with respect to such Serviced REO Property, including:


 


(i)          all
insurance premiums due and payable in respect of any Serviced REO Property;


 


(ii)         all
real estate taxes and assessments in respect of any Serviced REO Property that may result in the imposition of a lien thereon;





 


(iii)        all
costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any Serviced REO Property
including, if applicable, the payments of any ground rents in respect of such Serviced REO Property; and 





 


(iv)        any
taxes imposed on the Lower-Tier REMIC in respect of net income from foreclosure property in accordance with Section 4.05,
and with respect to a Serviced Loan Combination, such expenses shall be allocated pro rata to the Mortgage Loan and any
related Serviced Companion Loan based on each loan’s Stated Principal Balance and only to the extent any such Serviced Companion
Loan is included in a REMIC.


 


To the extent that such
REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) above, the Master Servicer shall make
such Advance unless the Master Servicer or the Special Servicer determines, in accordance with the Servicing Standard, that such
Property Advance would constitute a Nonrecoverable Advance (provided that with respect to advancing insurance premiums or
delinquent tax assessments the Master Servicer shall comply with the provisions of the second to last paragraph in Section 3.21(d)
of this Agreement) and if the Master Servicer does not make any such Advance, the Trustee, to the extent a Responsible Officer
of the Trustee has actual knowledge of the Master Servicer’s failure to make such Advance, shall make such Advance, unless
in each case, the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such Advance would be a
Nonrecoverable Advance. The Trustee shall be entitled to rely, conclusively, on any determination by the Special Servicer or the
Master Servicer, as applicable, that an Advance, if made, would be a Nonrecoverable Advance. The Trustee, when making an


 






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independent
determination whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its reasonable business judgment.
The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with interest at the Advance
Rate) made pursuant to the preceding sentence, to the extent permitted by Section 3.06 of this Agreement. The Special Servicer
shall withdraw from each REO Account or Serviced Loan Combination REO Account, as applicable, and remit to the Master Servicer
for deposit into the Collection Account or the applicable Serviced Loan Combination Collection Account, as applicable, on a monthly
basis prior to or on the related Due Date the Net REO Proceeds received or collected from each Serviced REO Property, except that
in determining the amount of such Net REO Proceeds, the Special Servicer may retain in each REO Account or Serviced Loan Combination
REO Account, as applicable, reasonable reserves for repairs, replacements and necessary capital improvements and other related
expenses.


 


Notwithstanding the foregoing,
the Special Servicer shall not:


 


(i)          permit
any New Lease to be entered into, renewed or extended, if the New Lease by its terms will give rise to any income that does not
constitute Rents from Real Property;


 


(ii)          permit
any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property; 



 


(iii)          authorize
or permit any construction on any Serviced REO Property, other than the repair or maintenance thereof or the completion of a building
or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement
was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of
the Code; or 





 


(iv)          Directly
Operate or allow any Person to Directly Operate any Serviced REO Property on any date more than 90 days after its date of
acquisition by the Trust Fund, unless such Person is an Independent Contractor;


 


unless, in any such case, the Special Servicer
has requested and received an Opinion of Counsel addressed to the Special Servicer, the Certificate Administrator and the Trustee
(which opinion shall be an expense of the Trust Fund and, in the case of a Serviced Loan Combination with a Serviced Companion
Loan, such expense shall be allocated in accordance with the allocation provisions of the related Intercreditor Agreement) to the
effect that such action will not cause such Serviced REO Property to fail to qualify as “foreclosure property” within
the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of
the Code) at any time that it is held by the Trust Fund, in which case the Special Servicer may take such actions as are specified
in such Opinion of Counsel.


 






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The Special Servicer
shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense of the Trust Fund
(and, in the case of the Serviced Loan Combinations, such expense shall be allocated in accordance with the allocation provisions
of the related Intercreditor Agreement) and payable out of REO Proceeds, for the operation and management of any Serviced REO Property,
within 90 days of the Trust Fund’s acquisition thereof (unless the Special Servicer shall have provided the Trustee
and the Certificate Administrator with an Opinion of Counsel that the operation and management of any Serviced REO Property other
than through an Independent Contractor shall not cause such Serviced REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code) (which opinion shall be an expense of the Trust Fund, and in the case
of a Serviced Loan Combination, such expense shall be allocated in accordance with the allocation provisions of the related Intercreditor
Agreement), provided that:


 


(i)           the
terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not be
inconsistent herewith;


 


(ii)          any
such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred
in connection with the operation and management of such Serviced REO Property, including those listed above, and remit all related
revenues (net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than 30 days
following the receipt thereof by such Independent Contractor;





 


(iii)          none
of the provisions of this Section 3.15(b) relating to any such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund, the Trustee on behalf of
the Certificateholders and, in the case of a Serviced Loan Combination, the related Companion Loan Noteholders, with respect to
the operation and management of any such Serviced REO Property; and


 


(iv)          the
Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such Serviced REO Property. 





 


The Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


 


(c)           Promptly following
any acquisition by the Special Servicer of a Serviced REO Property on behalf of the Trust Fund, the Special Servicer shall
notify the Master Servicer thereof, and, upon delivery of such notice, the Special Servicer shall obtain an Updated Valuation thereof,
but only if any Updated Valuation with respect thereto is more than 9 months old and the Special Servicer has no actual knowledge
of any material adverse change in circumstances that, consistent with the Servicing Standard, would call into question the validity
of such Updated Valuation, in order to determine the fair market value of such


 






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Serviced
REO Property and shall notify the Depositor and the Master Servicer and with respect to a Serviced Loan Combination, the holder
of the related Companion Loan, if any, and of the results of such Updated Valuation. Any such Updated Appraisal shall be conducted
in accordance with Appraisal Institute standards and the cost thereof shall be an expense of the Trust Fund and allocated to the
Classes of Sequential Pay Certificates in the following order, in each case until the Certificate Balance of such Class of Certificates
is reduced to zero: first, to the Class J Certificates; second, to the Class H Certificates; third, to the
Class G Certificates; fourth, to the Class F Certificates; fifth, to the Class E Certificates; sixth, to
the Class D Certificates; seventh, to the Class C Certificates; eighth, to the Class B Certificates; ninth,
to the Class A-M Certificates; and then to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4
Certificates, pro rata, based on their respective Certificate Balances. In the case of any Serviced Loan Combination such
expenses shall be allocated in accordance with the allocation provisions set forth in the related Intercreditor Agreement. The
Special Servicer shall obtain a new Updated Valuation or a letter update every 9 months thereafter until the Serviced REO Property
is sold.


 


(d)          When
and as necessary, the Special Servicer shall send to the Certificate Administrator a statement prepared by the Special Servicer
setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation
and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt
of any other amount not constituting Rents from Real Property in respect of, any Serviced REO Property in accordance with Sections 3.15(a)
and 3.15(b) of this Agreement.





 


(e)          Upon the disposition
of any Serviced REO Property in accordance with this Section 3.15, the Special Servicer shall calculate the Excess Liquidation
Proceeds allocable to a Mortgage Loan or the applicable Serviced Loan Combination, if any, realized in connection with such sale.


 


Section 3.16          Sale
of Specially Serviced Loans and REO Properties. (a) The parties hereto may sell or purchase, or permit the sale or purchase
of, a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination only on the terms and subject to the
conditions set forth in this Section 3.16 or as otherwise expressly provided in or contemplated by Section 2.03(e) and
Section 9.01 of this Agreement or in an applicable Intercreditor Agreement. 





 


(b)          If the Special
Servicer determines in accordance with the Servicing Standard that it would be in the best interests of the Certificateholders
and, in the case of a Serviced Loan Combination, the Certificateholders and the related Serviced Companion Loan Noteholders (as
a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender
(and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account the subordinate
nature of such Subordinate Companion Loan)) to attempt to sell a Defaulted Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Serviced Companion Loan (subject to the terms of any related Intercreditor Agreement), the Special Servicer shall
use reasonable efforts to solicit offers for each such Defaulted Mortgage Loan on behalf of the Certificateholders and, if applicable,
the related Serviced Companion Loan


 






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Noteholders
in such manner as will be reasonably likely to realize a fair price; provided, that with respect to any Serviced Loan Combination,
the Special Servicer shall be required to sell (with the consent of the Directing Holder prior to a Control Termination Event)
such related Mortgage Loan and the related Serviced Pari Passu Companion Loan if it determines in accordance with the Servicing
Standard that such action would be in the best interests of the Certificateholders and the holder(s) of the related Serviced Pari
Passu Companion Loan(s); provided, further that with respect to any Non-Serviced Mortgage Loan, the Special Servicer
(solely to the extent that the special servicer of the related Other Securitization holding the related Non-Serviced Companion
Loan fails to sell such Non-Serviced Companion Loan together with such Non-Serviced Mortgage Loan as required pursuant to the
terms of the related Other Pooling and Servicing Agreement and Intercreditor Agreement) shall be permitted to sell (with the consent
of the Directing Holder prior to a Control Termination Event) such Non-Serviced Mortgage Loan if it determines in accordance with
the Servicing Standard that such action would be in the best interests of the Certificateholders. The Special Servicer shall accept
the first (and, if multiple offers are received, the highest cash offer received in the solicitation process within the time frame
set for such process by the Special Servicer) cash offer received from any Person that constitutes a fair price for such Defaulted
Mortgage Loan.


 


The Special
Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Directing
Holder and any related Serviced Companion Noteholder, not less than ten Business Days’ prior written notice of its
intention to sell any such Defaulted Mortgage Loan, and notwithstanding anything to the contrary herein, neither the Trustee,
in its individual capacity, nor any of its Affiliates may make an offer for or purchase any such Defaulted Mortgage Loan
pursuant to this Agreement.


 


(c)          Whether
any cash offer constitutes a fair price for such Defaulted Mortgage Loan, as the case may be, shall be determined by the
Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest
offeror is an Interested Person; provided, that no offer from an Interested Person shall constitute a fair price
unless it is the highest offer received. In determining whether any offer received from an Interested Person represents a
fair price for any such Defaulted Mortgage Loan, the Trustee shall be supplied with and shall rely on the most recent
Appraisal or Updated Appraisal conducted in accordance with this Agreement within the preceding 9-month period or in the
absence of any such Appraisal, on a narrative appraisal prepared by an Independent MAI Appraiser selected by (i) the Special
Servicer if the Special Servicer or an Affiliate of the Special Servicer is not making an offer with respect to such
Defaulted Mortgage Loan, (ii) by the Master Servicer if the Special Servicer is making such an offer unless the Master
Servicer and Special Servicer are Affiliates or (iii) the Operating Advisor if the Master Servicer and Special Servicer are
Affiliates and the Special Servicer is making an offer. The cost of any such Updated Appraisal or narrative appraisal shall
be covered by, and shall be reimbursable as, a Property Advance. The Trustee may retain and conclusively rely on any opinions
or reports of qualified Independent experts in real estate or commercial mortgage loan matters with at least five
years’ experience in valuing or investing in loans similar to the subject Defaulted Mortgage Loan, selected with
reasonable care by the Trustee, in connection with making such determination. Any related costs and fees of the Trustee shall
be reimbursable by the related Interested Person in advance.


 






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In determining whether
any offer from a Person other than an Interested Person constitutes a fair price for any such Defaulted Mortgage Loan, the Special
Servicer shall take into account (in addition to the results of any Appraisal, Updated Appraisal or narrative appraisal that it
may have obtained pursuant to this Agreement within the prior 9 months), and in determining whether any offer from an Interested
Person constitutes a fair price for any such Defaulted Mortgage Loan, any appraiser shall be instructed to take into account, as
applicable, among other factors, the period and amount of the Delinquency on such Defaulted Mortgage Loan, the period and amount
of the occupancy level and physical condition of the related Mortgaged Property, the state of the local economy in the area where
the Mortgaged Property is located, the expected recovery from such Defaulted Mortgage Loan if the Special Servicer were to pursue
a workout strategy, and the time and expense associated with a purchaser’s foreclosing on the related Mortgaged Property.


 


In addition, the
Special Servicer shall refer to all other relevant information obtained by it or otherwise contained in the Mortgage File; provided that
the Special Servicer shall take account of any change in circumstances regarding the related Mortgaged Property known to the
Special Servicer that has occurred subsequent to, and that would, in the Special Servicer’s reasonable
judgment, materially affect the value of the related Mortgaged Property reflected in the most recent related Appraisal.
Furthermore, the Special Servicer may consider available objective third party information obtained from generally available
sources, as well as information obtained from vendors providing real estate services to the Special Servicer, concerning the
market for distressed real estate loans and the real estate market for the subject property type in the area where the
related Mortgaged Property is located. The Special Servicer may, to the extent it is reasonable to do so in accordance with
the Servicing Standard, conclusively rely on any opinions or reports of qualified Independent experts in real estate or
commercial mortgage loan matters with at least five years’ experience in valuing or investing in loans similar to the
subject Specially Serviced Loan, selected with reasonable care by the Special Servicer, in making such determination. All
reasonable costs and expenses incurred by the Special Servicer pursuant to this Section 3.16(c) shall constitute, and be
reimbursable as, Property Advances. The other parties to this Agreement shall cooperate with all reasonable requests for
information made by the Special Servicer in order to allow the Special Servicer to perform its duties pursuant to this
Section 3.16(c).


 


The Repurchase
Price (which, in connection with the administration of a Defaulted Mortgage Loan related to a Serviced Loan Combination,
shall be construed and calculated as if the loans in such Serviced Loan Combination together constitute a single Mortgage
Loan thereunder) for any such Defaulted Mortgage Loan shall in all cases be deemed a fair price.


 


(d)          Subject to subsection (c)
above, the Special Servicer shall act on behalf of the Trustee (for the benefit of the Certificateholders and, in the case of a
Serviced Loan Combination, the related Serviced Companion Loan Noteholders) in negotiating and taking any other action necessary
or appropriate in connection with the sale of any such Defaulted Mortgage Loan, and the applicable collection of all amounts payable
in connection therewith. In connection therewith, the Special Servicer may charge for its own account prospective offerors, and
may retain, fees that approximate the Special Servicer’s actual costs in the


 






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preparation
and delivery of information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the
REO Account, the Collection Account or, in the case of any Serviced Loan Combination, the applicable Serviced Loan Combination
Collection Account. Any sale of such Defaulted Mortgage Loan shall be final and without recourse to the Trustee or the Trust Fund
(except such recourse to the Trust Fund imposed by those representations and warranties typically given in such transactions,
any prorations applied thereto and any customary closing matters), and if such sale is consummated in accordance with the terms
of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor or the Trustee shall have any liability to any Certificateholder or Companion Loan Noteholder with respect to the purchase
price therefor accepted by the Special Servicer or the Trustee.


 


(e)          Any sale of such
Defaulted Mortgage Loan shall be for cash only.


 


(f)           The parties hereto
may sell or purchase, or permit the sale or purchase of, a Serviced REO Property only on the terms and subject to the conditions
set forth in this Section 3.16 or as otherwise expressly provided in an applicable Intercreditor Agreement.


 


(g)          The
Special Servicer shall use reasonable efforts to solicit offers for each Serviced REO Property on behalf of the
Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Noteholders in such
manner as will be reasonably likely to realize a fair price within the time period provided for by Section 3.15(a) of
this Agreement. The Special Servicer (with the consent of the Directing Holder) shall accept the first (and, if multiple
offers are contemporaneously received, subject to Section 3.16(k), the highest) cash offer received from any Person that
constitutes a fair price for such Serviced REO Property. If the Special Servicer determines, in its good faith and reasonable
judgment, that it will be unable to realize a fair price for any Serviced REO Property within the time constraints imposed by
Section 3.15(a) of this Agreement, then the Special Servicer (with the consent of the Directing Holder) shall dispose of
such Serviced REO Property upon such terms and conditions as the Special Servicer shall deem necessary and desirable to
maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash
offer, regardless of from whom received.


 


The Special
Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and the Directing
Holder, not less than ten Business Days’ prior written notice of its intention to sell any Serviced REO Property, and
notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates
may make an offer for or purchase any Serviced REO Property pursuant to this Agreement.


 


(h)          Whether any cash
offer constitutes a fair price for any Serviced REO Property, as the case may be, shall be determined by the Special Servicer,
if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an Interested
Person; provided, that no offer from an Interested Person shall constitute a fair price unless it is the highest offer
received. In determining whether any offer received from an Interested Person represents a fair price for any such Serviced REO
Property, the Trustee shall be supplied with and shall rely on the most recent appraisal or Updated Appraisal conducted in


 






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accordance
with this Agreement within the preceding 9-month period or in the absence of any such appraisal, on a narrative appraisal prepared
by an Independent MAI Appraiser selected by the Special Servicer if the Special Servicer or an Affiliate of the Special Servicer
is not making an offer with respect to a Serviced REO Property (or by the Master Servicer if the Special Servicer is making such
an offer). The cost of any such Updated Appraisal or narrative appraisal and any related costs and fees of the Trustee shall be
covered by, and shall be reimbursable as, a Property Advance. In determining whether any offer from a Person other than an Interested
Person constitutes a fair price for any such Serviced REO Property, the Special Servicer shall take into account (in addition
to the results of any appraisal, updated appraisal or narrative appraisal that it may have obtained pursuant to this Agreement
within the prior 9 months), and in determining whether any offer from an Interested Person constitutes a fair price for any such
Serviced REO Property, any appraiser shall be instructed to take into account, as applicable, among other factors, the period
and amount of the occupancy level and physical condition of the Mortgaged Property or Serviced REO Property, the state of the
local economy and the obligation to dispose of any Serviced REO Property within the time period specified in Section 3.15(a)
of this Agreement. The Repurchase Price (which, in connection with the administration of a Serviced REO Property related to a
Serviced Loan Combination, shall be construed and calculated as if the loans in such Serviced Loan Combination together constitute
a single Mortgage Loan thereunder) for any Serviced REO Property shall in all cases be deemed a fair price.


 


(i)          Subject
to subsections (g) and (h) above, the Special Servicer shall act on behalf of the Trustee (for the benefit of the
Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Noteholders) in
negotiating and taking any other action necessary or appropriate in connection with the sale of any Serviced REO Property,
and the applicable collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer
may charge for its own account prospective offerors, and may retain, fees that approximate the Special Servicer’s
actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without obligation
to deposit such amounts into the Collection Account or, in the case of any Serviced Loan Combination, the applicable Serviced
Loan Combination Collection Account. Any sale of a Serviced REO Property shall be final and without recourse to the Trustee
or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and warranties typically given in
such transactions, any prorations applied thereto and any customary closing matters), and if such sale is consummated in
accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor or the Trustee
shall have any liability to any Certificateholder or Serviced Companion Loan Noteholder with respect to the purchase price
therefor accepted by the Special Servicer or the Trustee.


 


(j)            Any sale of a
Serviced REO Property shall be for cash only.


 


(k)           Notwithstanding
any of the foregoing paragraphs of this Section 3.16, the Special Servicer shall not be obligated to accept the highest cash
offer if the Special Servicer determines, in its reasonable and good faith judgment, that rejection of such offer would be in the
best interests of the Certificateholders and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Noteholders
(as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a


 






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single
lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account the subordinate
nature of such Subordinate Companion Loan), and the Special Servicer may accept a lower cash offer (from any Person other than
itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in
the best interests of the Certificateholders (for example, if the prospective buyer making the lower offer is more likely to perform
its obligations or the terms offered by the prospective buyer making the lower offer are more favorable) and, in the case of a
Serviced Loan Combination, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders
and, if applicable, Serviced Companion Loan Noteholders) constituted a single lender (and with respect to any Serviced Loan Combination
with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan).


 


(l)            With
respect to each defaulted Serviced Pari Passu Companion Loan, the Special Servicer shall have the obligation to sell such
defaulted Serviced Pari Passu Companion Loan together with the related Mortgage Loan pursuant to the terms of the related
Intercreditor Agreement as if such Mortgage Loan and Serviced Pari Passu Companion Loan were one whole loan on behalf of the
Certificateholders and the related Serviced Companion Loan Noteholders. The Special Servicer shall provide notice to the
applicable Other Special Servicer (if any) and, to the extent actually known to the Special Servicer, the controlling class
representative of the related Other Securitization as soon as practicable following its decision to attempt to sell, and
prior to the commencement of marketing of, any Serviced Pari Passu Companion Loan. The Special Servicer shall deliver to the
holders of the related Serviced Companion Loans: (i) at least fifteen (15) Business Days’ prior written notice of any
decision to attempt to sell the related Serviced Loan Combination; (ii) at least ten (10) days prior to the permitted sale
date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special
Servicer in connection with any such proposed sale; (iii) at least ten (10) days prior to the proposed sale date, a copy of
the most recent appraisal for such Serviced Loan Combination, and any documents in the servicing file reasonably requested by
the holders of the applicable Serviced Companion Loans that are material to the sale price of such Serviced Loan Combination;
and (iv) until the sale is completed, and a reasonable period of time (but not less time than is afforded to other offerors
and the Directing Holder) prior to the proposed sale date, all information and other documents being provided to other
offerors and all leases or other documents that are approved by the Special Servicer in connection with the proposed sale.
The holders of the Serviced Pari Passu Companion Loans (or, in any case, their respective representatives) shall be permitted
to submit an offer at any sale of such related Serviced Loan Combination; however, the related Borrower and its agents and
Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect to a Serviced
Loan Combination, a holder of a related Serviced Pari Passu Companion Loan may waive any of the delivery or
timing requirements set forth in this paragraph.


 


Section 3.17          Additional
Obligations of the Master Servicer and the Special Servicer; Inspections. (a) The Master Servicer (at its own expense)
(or, with respect to Specially Serviced Loans and Serviced REO Properties, the Special Servicer) shall inspect or cause to be
inspected each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) that it is servicing at
such times and in such manner as is consistent


 






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with
the Servicing Standard, but in any event shall inspect each Mortgaged Property with a Stated Principal Balance (or in the
case of a Mortgage Loan secured by more than one Mortgaged Property, having an Allocated Loan Amount) of (A) $2,000,000
or more at least once every 12 months (commencing in 2017) and (B) less than $2,000,000 at least once every 24 months
(commencing in 2018), (or, in each case, at such decreased frequency as each Rating Agency shall have provided a No Downgrade
Confirmation relating to the Certificates and Serviced Companion Loan Securities, if any); provided, that if any
Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer is required to inspect or
cause to be inspected the related Mortgaged Property as soon as practicable after the Mortgage Loan or Serviced Loan
Combination becomes a Specially Serviced Loan; provided, further, that the Master Servicer will not be required
to inspect a Mortgaged Property that has been inspected in the previous six months. The reasonable cost of each such
inspection performed in accordance with the Servicing Standard by the Special Servicer shall be paid by the Master Servicer
as a Property Advance; provided, that if such Advance would be a Nonrecoverable Advance, then the cost of such
inspections shall be an expense of the Trust payable out of general collections. With respect to a Serviced Loan Combination,
the costs described in the preceding sentence above that relate to the applicable Serviced Loan Combination shall be paid out
of amounts on deposit in the Serviced Loan Combination Collection Account related to such Serviced Loan Combination
(allocated in accordance with the expense allocation provision of the related Intercreditor Agreement). If funds in the
applicable Serviced Loan Combination Collection Account relating to a Serviced Loan Combination are insufficient, then any
deficiency shall be paid from amounts on deposit in the Collection Account; provided that the Master Servicer shall,
after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related
Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any
rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount
allocable to the related Serviced Companion Loan from the related Companion Loan Noteholder. The Master Servicer or the
Special Servicer, as applicable, shall prepare a written report of the inspection describing, among other things, the
condition of and any damage to the Mortgaged Property securing a Mortgage Loan that it is servicing and specifying the
existence of any material vacancies in such Mortgaged Property, any sale, transfer or abandonment of such Mortgaged Property
of which it has actual knowledge, any material adverse change in the condition of the Mortgaged Property, or any visible
material waste committed on applicable Mortgaged Property. The Master Servicer or Special Servicer, as applicable, shall send
such reports to the 17g-5 Information Provider (who shall promptly post such reports to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement), the related Other 17g-5 Information Provider
(if any), and, upon request, to the Underwriters and the Initial Purchasers within 35 days of completion of the
inspection report, each inspection report.


 


(b)           With respect to
each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, as applicable, the Master Servicer (or
the Special Servicer, in the case of a Specially Serviced Loan) shall exercise the Trustee’s rights, in accordance with the
Servicing Standard, with respect to the Manager under the related Loan Documents and Management Agreement, if any.


 






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(c)           If,
with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan, a Specially Serviced Loan or a previously
Specially Serviced Loan with respect to which the Special Servicer has waived or amended the prepayment restrictions such
that the related Borrower is not required to prepay on a Due Date or pay interest that would have accrued on the amount
prepaid through and including the last day of the interest accrual period occurring following the date of such prepayment) or
Serviced Companion Loan, the Master Servicer accepts a voluntary Principal Prepayment (other than (i) in accordance with
the terms of the related Loan Documents, (ii) in connection with the payment of insurance proceeds or condemnation
proceeds unless the Master Servicer did not apply the proceeds thereof in accordance with the terms of the related Loan
Documents, (iii) subsequent to a default under the related Loan Documents if the Master Servicer reasonably believes
that acceptance of such prepayment is consistent with the Servicing Standard, (iv) at the request of or with the consent
of the Special Servicer or, for so long as no Control Termination Event has occurred and is continuing, the Directing Holder,
or (v) pursuant to applicable law or a court order) resulting in a Prepayment Interest Shortfall, then the Master Servicer
shall deliver to the Certificate Administrator on each Servicer Remittance Date for deposit in the Lower-Tier Distribution
Account (or, in the case of a Prepayment Interest Shortfall with respect to a Serviced Companion Loan, remit to the holder of
the Serviced Companion Loan a pro rata portion of the following amount), without any right of reimbursement therefor,
a cash payment (the “Master Servicer Prepayment Interest Shortfall Amount”), in an amount equal to the
lesser of (x) the aggregate amount of those Prepayment Interest Shortfalls incurred in connection with such voluntary
Principal Prepayments received in respect of the Mortgage Loans (other than a Non-Serviced Mortgage Loan or a Specially
Serviced Loan) or Serviced Companion Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) during the
related Collection Period, and (y) the aggregate of (A) the portion of its Master Servicing Fee (calculated
for this purpose at 0.0025% per annum) that is being paid in such Collection Period with respect to the Mortgage Loans or
Serviced Companion Loans serviced by it (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) and
(B) all Prepayment Interest Excess received during the related Collection Period on the Mortgage Loans or Serviced
Companion Loans (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan); provided that if any Prepayment
Interest Shortfall occurs with respect to any Mortgage Loan as a result of the Master Servicer’s failure to enforce the
related Loan Documents (other than in connection with (a) a Non-Serviced Mortgage Loan, (b) a Specially Serviced Loan, (c) a
previously Specially Serviced Loan with respect to which the Special Servicer has waived or amended the prepayment
restriction such that the related Borrower is not required to prepay on a Due Date or pay interest that would have accrued on
the amount prepaid through and including the last day of the interest accrual period occurring following the date of such
prepayment or (d) the circumstances covered in clauses (i), (ii), (iii) or (iv) above), the Master Servicer shall be required
to pay an amount equal to the entire Prepayment Interest Shortfall with respect to that Mortgage Loan. The Master
Servicer’s obligation to pay the Master Servicer Prepayment Interest Shortfall Amount, and the rights of the
Certificateholders to offset of the aggregate Prepayment Interest Shortfalls against those amounts, shall not be
cumulative.


 


(d)          The Master Servicer
shall, as to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination that is secured by the interest
of the


 






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related
Borrower under a ground lease (or, with respect to a leasehold interest where the Borrower is the lessee and that is a space lease
or an air rights lease, such space lease or air rights lease), promptly (and in any event within 60 days) after the Closing
Date notify the related ground lessor of the transfer of such Mortgage Loan or Serviced Loan Combination to the Trust pursuant
to this Agreement and inform such ground lessor that any notices of default under the related ground lease (or, with respect to
a leasehold interest where the Borrower is the lessee and that is a space lease or an air rights lease, the related space lease
or air rights lease) should thereafter be forwarded to the Master Servicer and the Special Servicer.


 


(e)          The Master Servicer
shall, to the extent consistent with the Servicing Standard and permitted by the related Loan Documents, not apply any funds with
respect to a Mortgage Loan or Serviced Loan Combination (whether arising in the form of a holdback, earnout reserve, cash trap
or other similar feature) to the prepayment of the related Mortgage Loan or Serviced Loan Combination prior to an event of default
or reasonably foreseeable event of default with respect to such Mortgage Loan or Serviced Loan Combination. Prior to an event of
default or reasonably foreseeable event of default any such amounts described in the immediately preceding sentence shall be held
by the Master Servicer as additional collateral for the related Mortgage Loan or Serviced Loan Combination.


 


Section 3.18           Authenticating
Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate Certificates. The
Authenticating Agent must be acceptable to the Depositor and must be a corporation organized and doing business under the
laws of the United States of America or any state, having a principal office and place of business in a state and
city acceptable to the Depositor, having a combined capital and surplus of at least $15,000,000, authorized under such laws
to do a trust business and subject to supervision or examination by federal or state authorities. The Certificate
Administrator shall serve as the initial Authenticating Agent.


 


Any corporation into
which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Authenticating Agent shall be party, or any corporation succeeding to the
corporate agency business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing of any
paper or any further act on the part of the Certificate Administrator or the Authenticating Agent.


 


The Authenticating
Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate
Administrator, the Trustee, the Depositor and the Master Servicer. The Certificate Administrator may at any time terminate
the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent, the Depositor and
the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 3.18, the Certificate
Administrator may appoint a successor Authenticating Agent, which shall be acceptable to the Depositor, and shall mail notice
of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with
like effect


 






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as
if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under
the provisions of this Section 3.18.


 


The Authenticating Agent
shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator.
Any compensation paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator, as applicable.


 


Section 3.19          Appointment
of Custodians. The Certificate Administrator shall be the initial Custodian hereunder. The Certificate Administrator may
appoint one or more additional Custodians to hold all or a portion of the Mortgage Files on behalf of the Trustee and
otherwise perform the duties set forth in Article II, by entering into a Custodial Agreement with any Custodian who is
not the Depositor. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement and to enforce
the terms and provisions thereof against the Custodian for the benefit of the Certificateholders. The Certificate
Administrator shall not be liable for any act or omission of the Custodian under the Custodial Agreement. Each Custodian
shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and
surplus of at least $10,000,000, shall have a long-term debt rating of at least “Baa2” from Moody’s,
“BBB” from Fitch and an equivalent rating from KBRA if rated by KBRA. Each Custodial Agreement may be amended
only as provided in Section 11.08 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable
expense of the Certificate Administrator. If the Custodian is an entity other than the Certificate Administrator, the
Custodian shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the
securitization evidenced by this Agreement. The Custodian shall be deemed to have complied with this provision if one of its
Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends
to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of
insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its
obligations hereunder in the form and amount that are customary for securitizations similar to the securitization
evidenced by this Agreement. All fidelity bonds and policies of errors and omissions insurance obtained under this
Section 3.19 shall be issued by a Qualified Insurer.


 


Section 3.20           Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts. The Master Servicer shall administer each
Lock-Box Account, Cash Collateral Account, Escrow Account and Reserve Account in accordance with the related Mortgage or Loan
Agreement, Cash Collateral Account Agreement or Lock-Box Agreement, if any relating to the Mortgage Loans (other than a
Non-Serviced Mortgage Loan) or Serviced Loan Combinations it is servicing.


 


Section 3.21          Property
Advances. 





 


(a)          The Master Servicer
(or, to the extent provided in Section 3.21(b) and Section 3.21(c) of this Agreement, the Special Servicer and the
Trustee) to the extent specifically provided for in this Agreement, shall make any Property Advances as and to the extent otherwise
required pursuant to the terms hereof with respect to the Mortgage Loans (other than Non-Serviced Mortgage Loans) or Serviced Loan
Combinations that it is servicing.


 






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For
purposes of distributions to Certificateholders and compensation to the Master Servicer, the Special Servicer or the Trustee,
Property Advances shall not be considered to increase the Stated Principal Balance of any such Mortgage Loan or Serviced Loan
Combination, notwithstanding that the terms of such Mortgage Loan or Serviced Loan Combination so provide.


 


(b)          Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall give the Master Servicer not less than five Business
Days’ written notice with respect to any Property Advance to be made on any Specially Serviced Loan, before the date on
which the Master Servicer is required to make such Property Advance with respect to such Specially Serviced Loan or Serviced
REO Loan; provided, that the Special Servicer shall be required to provide the Master Servicer with only two Business
Days’ written notice in respect of Property Advances required to be made on an urgent or emergency basis (which may
include, without limitation, Property Advances required to make tax or insurance payments). If the Master Servicer, the
Special Servicer or the Trustee makes a Property Advance with respect to any Serviced Loan Combination then it shall provide
written notice to the related Other Servicer, Other Special Servicer and Other Trustee of the amount of such Property Advance
with respect to such Serviced Loan Combination within two (2) Business Days of making such Property Advance. The Special
Servicer shall have no obligation to make any Property Advances; provided that in an urgent or emergency situation requiring
the making of a Property Advance, the Special Servicer may make such Property Advance. Within five (5) Business Days of
making such a Property Advance, the Special Servicer shall deliver to the Master Servicer a request for reimbursement for
such Property Advance, along with all information and documentation in the Special Servicer’s possession regarding the
subject Property Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated, out of
the Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Property Advances (other than
any such Property Advance that is a Nonrecoverable Property Advance) made by the Special Servicer, together with
interest thereon at the Advance Rate from the date made to, but not including, the date of reimbursement. Such reimbursement
and any accompanying payment of interest shall be made within five (5) Business Days of the written request therefor pursuant
to the preceding sentence by wire transfer of immediately available funds out of general collections to an account designated
in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Property
Advance and payment to the Special Servicer of interest thereon, all in accordance with the terms of this Agreement, the
Master Servicer shall for all purposes of this Agreement be deemed to have made such Property Advance at the same time as the
Special Servicer actually made such Property Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed
for such Property Advance, together with interest thereon at the Advance Rate, at the same time, in the same manner and to
the same extent as the Master Servicer would otherwise have been entitled if it had actually made such Property Advance at
the time the Special Servicer did. Notwithstanding the foregoing provisions, the Master Servicer shall not be required to
reimburse the Special Servicer for any such Property Advance if the Master Servicer determines in its reasonable judgment
that such Property Advance, although not characterized by the Special Servicer as a Nonrecoverable Property Advance, is in
fact a Nonrecoverable Property Advance. The Master Servicer shall notify the Special Servicer in writing of such
determination and if applicable, such Nonrecoverable Property Advance shall be reimbursed to the Special Servicer pursuant to
Section 3.21(e) of this Agreement.


 






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(c)          The Master Servicer
shall notify the Trustee and the Certificate Administrator in writing promptly upon, and in any event within one Business Day after,
becoming aware that it will be unable to make any Property Advance required to be made pursuant to the terms hereof, and in connection
therewith, shall set forth in such notice the amount of such Property Advance, the Person to whom it is to be paid, and the circumstances
and purpose of such Property Advance, and shall set forth therein information and instructions for the payment of such Property
Advance, and, on the date specified in such notice for the payment of such Property Advance, or, if the date for payment has passed
or if no such date is specified, then within five Business Days following such notice, the Trustee, subject to the provisions of
Section 3.21(d) of this Agreement, shall pay the amount of such Property Advance in accordance with such information and instructions.


 


(d)          The Special Servicer
shall promptly furnish any party required to make Property Advances hereunder with any information in its possession regarding
the Specially Serviced Loans and REO Properties as such party required to make Property Advances may reasonably request for purposes
of making recoverability determinations. Notwithstanding anything to the contrary in this Agreement, the Special Servicer shall
have no obligation to make an affirmative determination that any Advance is, or would be, a Nonrecoverable Advance, and in the
absence of a determination by the Special Servicer that such an Advance is a Nonrecoverable Advance, then all such decisions shall
remain with the Master Servicer or Trustee, as applicable.


 


Notwithstanding
anything herein to the contrary, no Property Advance shall be required hereunder if the Person otherwise required to make
such Property Advance determines that such Property Advance would, if made, constitute a Nonrecoverable Property Advance. In
addition, the Master Servicer shall not make any Property Advance to the extent that it has received written notice that the
Special Servicer has determined (if no Consultation Termination Event has occurred and is continuing, in consultation with
the Directing Holder) that such Property Advance would, if made, constitute a Nonrecoverable Property Advance. In making such
recoverability determination, such Person will be entitled to (i) give due regard to the existence of any Nonrecoverable
Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the recovery of which, at the time of
such consideration, is being deferred or delayed by the Master Servicer, the Special Servicer or the Trustee, as applicable,
in light of the fact that proceeds on the related Mortgage Loan (or the related Serviced Loan Combination, as applicable) are
a source of recovery not only for the Property Advance under consideration, but also as a potential source of recovery of
such Nonrecoverable Advance or Workout-Delayed Reimbursement Amount which is being or may be deferred or delayed and
(ii) consider (among other things) the obligations of the Borrower under the terms of the related Mortgage Loan (or the
related Serviced Loan Combination, as applicable) as it may have been modified, (iii) consider (among other things) the
related Mortgaged Properties in their “as is” or then current conditions and occupancies, as modified by such
party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer)
regarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (iv) estimate
and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) (among
other


 






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things) future expenses and (v) estimate and consider (among other things) the timing of recoveries.


 


The Master Servicer,
the Special Servicer and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior Property Advances
for purposes of nonrecoverability determinations as if such Unliquidated Advances were unreimbursed Property Advances. If an Appraisal
of the related Mortgaged Property shall not have been obtained within the prior 9 month period (and the Master Servicer and the
Trustee shall each request any such appraisal from the Special Servicer prior to ordering an Appraisal pursuant to this sentence)
or if such an Appraisal shall have been obtained but as a result of unforeseen occurrences, such Appraisal does not, in the good
faith determination of the Master Servicer, the Special Servicer or the Trustee, reflect current market conditions, and the Master
Servicer or the Trustee, as applicable, and the Special Servicer cannot agree on the appropriate downward adjustment to such Appraisal,
the Master Servicer, the Special Servicer or the Trustee, as the case may be, may, subject to its reasonable and good faith determination
that such Appraisal will demonstrate the nonrecoverability of the related Advance, obtain an Appraisal for such purpose at the
expense of the Trust Fund (and, in the case of any Serviced Loan Combination, such expense shall be allocated in accordance with
the allocation provisions of the related Intercreditor Agreement).


 


Any determination
by the Master Servicer, Special Servicer or the Trustee that the Master Servicer or Trustee, as the case may be, has made a
Property Advance that is a Nonrecoverable Property Advance or any determination by the Master Servicer, the Special Servicer
or the Trustee that any proposed Property Advance, if made, would constitute a Nonrecoverable Property Advance shall be
evidenced in the case of the Master Servicer or the Special Servicer by a certificate of a Servicing Officer delivered to the
other, to the Trustee, the Controlling Class Representative (but only if no Consultation Termination Event has occurred and
is continuing), the Operating Advisor, the Certificate Administrator, any related Companion Loan holder(s) and the Depositor
and, in the case of the Trustee, by a certificate of a Responsible Officer of the Trustee, delivered to the Depositor, the
Controlling Class Representative (but only if no Consultation Termination Event has occurred and is continuing), the
Operating Advisor, the Certificate Administrator, any related Companion Loan holder(s), the Master Servicer and the Special
Servicer, which in each case sets forth such nonrecoverability determination and the considerations of the Master Servicer,
the Special Servicer or the Trustee, as applicable, forming the basis of such determination (such certificate accompanied by,
to the extent available, income and expense statements, rent rolls, occupancy status, property inspections and other
information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination,
together with any existing Appraisal or any Updated Appraisal); provided that the Special Servicer may, at its option,
make a determination in accordance with the Servicing Standard, that any Property Advance previously made or proposed to be
made is nonrecoverable and shall deliver to the Master Servicer, the Certificate Administrator, the Controlling Class
Representative (but only if no Consultation Termination Event has occurred and is continuing), the Operating Advisor,
the Trustee, the related Serviced Pari Passu Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall
promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this
Agreement) notice of such determination. Any such determination shall be conclusive and binding on the Master Servicer, the
Special Servicer


 






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and the Trustee. Notwithstanding the foregoing, the Special Servicer shall have no obligation to make an
affirmative determination that any Advance is, or would be, a Nonrecoverable Advance, and in the absence of a determination
by the Special Servicer that such an Advance is a Nonrecoverable Advance, then all such decisions shall remain with the
Master Servicer.


 


Any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination that a Property
Advance is a Nonrecoverable Advance) and (consistent with the Servicing Standard in the case of the Master Servicer or the Special
Servicer) may obtain, at the expense of the Trust (and, in the case of a Serviced Loan Combination, such expense shall be allocated
in accordance with the allocation provisions of the related Intercreditor Agreement), any analysis, Appraisals or market value
estimates or other information for such purposes. Absent bad faith, any such determination as to the recoverability of any Property
Advance shall be conclusive and binding on the Certificateholders and the Serviced Companion Loan Noteholders.


 


Notwithstanding the above,
the Trustee and the Certificate Administrator shall be entitled to rely conclusively on any determination by the Master Servicer
and the Master Servicer, the Trustee and the Certificate Administrator shall be bound by any determination of the Special Servicer
that a Property Advance, if made, would be a Nonrecoverable Property Advance. The Trustee, in determining whether or not a Property
Advance previously made is, or a proposed Property Advance, if made, would be, a Nonrecoverable Property Advance shall use its
reasonable judgment.


 


With respect to the
payment of insurance premiums and delinquent tax assessments, if the Master Servicer determines that a Property Advance of such
amounts would constitute a Nonrecoverable Advance, the Master Servicer shall deliver notice of such determination to the Trustee,
the Certificate Administrator and the Special Servicer. Upon receipt of such notice, the Master Servicer (with respect to any
Mortgage Loan or Serviced Loan Combination that is not a Specially Serviced Loan) and the Special Servicer (with respect to any
Specially Serviced Loan or REO Property) shall determine (with the reasonable assistance of the Master Servicer) whether the payment
of such amount (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests of
the Certificateholders and, in the case of any Serviced Companion Loans, the related Serviced Companion Loan Noteholders (as a
collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender
(and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account the subordinate
nature of such Subordinate Companion Loan)). If the Master Servicer or the Special Servicer determines that the payment of such
amount (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests of the Certificateholders
and, in the case of any Serviced Companion Loan, the related Serviced Companion Loan Noteholder, the Special Servicer (in the
case of a determination by the Special Servicer) shall direct the Master Servicer in writing to make such payment and the Master
Servicer shall make such payment, to the extent of available funds, from amounts in the Collection Account or, if a Serviced Loan
Combination is involved, from amounts in the applicable Serviced Loan Combination Collection Account. 





 



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Notwithstanding anything
to the contrary contained in this Section 3.21, the Master Servicer may elect (but shall not be required) to make a payment
out of the Collection Account to pay for certain expenses specified in this sentence notwithstanding that the Master Servicer has
determined that a Property Advance with respect to such expenditure would be a Nonrecoverable Property Advance (unless, with respect
to Specially Serviced Loans or Serviced REO Loans, the Special Servicer has notified the Master Servicer to not make such expenditure),
where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax
sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security
for the related Mortgage Loan; provided that in each instance, the Master Servicer determines in accordance with the Servicing
Standard (as evidenced by a certificate of a Servicing Officer delivered to the Trustee and the Certificate Administrator) that
making such expenditure is in the best interests of the Certificateholders and, in the case of a Serviced Loan Combination, the
related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion
Loan Noteholders constituted a single lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion
Loan, taking into account the subordinate nature of such Subordinate Companion Loan)). The Master Servicer may elect to obtain
reimbursement of Nonrecoverable Property Advances from the Trust Fund in accordance with Section 3.06 of this Agreement.


 


(e)          The
Master Servicer, the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property Advances
made by any of them to the extent permitted pursuant to Section 3.06 of this Agreement, if applicable, of this Agreement,
together with any related Advance Interest Amount in respect of such Property Advances, and the Master Servicer, the Special Servicer
and the Trustee each hereby covenants and agrees to promptly seek and effect the reimbursement of such Property Advances from
the related Borrowers to the extent permitted by applicable law and the related Loan Documents.





 


The parties acknowledge
that, pursuant to the applicable Other Pooling and Servicing Agreement, the applicable Other Servicer is obligated to make property
advances with respect to the related Non-Serviced Mortgage Loan. The Other Servicer, the Other Special Servicer (to the extent
it has made an advance), the Other Trustee or fiscal agent or other Persons making advances under the applicable Other Pooling
and Servicing Agreement shall be entitled to reimbursement in accordance with Section 3.06(b) of this Agreement for the
pro rata portion (based on Stated Principal Balance) of the related Mortgage Loan (after amounts allocated to the related
Subordinate Companion Loan, if any) with respect to any property advance that is nonrecoverable (with, in each case, any pro
rata portion of accrued and unpaid interest thereon provided for under the Other Pooling and Servicing Agreement) in the manner
set forth in the Other Pooling and Servicing Agreement and the related Intercreditor Agreement, as applicable.


 


(f)          With respect to
any Serviced Loan Combination, if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that a proposed
Property Advance with respect to such Serviced Loan Combination, if made, or any outstanding Property Advance with respect to any
such Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance or if the Master Servicer, Special
Servicer or Trustee,


 






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as
applicable, subsequently determines that a proposed Property Advance would be a Nonrecoverable Advance or an outstanding
Property Advance is or would be a Nonrecoverable Advance, the Master Servicer or Trustee, as applicable, shall provide the
Other Servicer, Other Special Servicer and the Other Trustee under each related Other Pooling and Servicing Agreement with
written notice of such determination, together with supporting evidence for such determination, promptly and in any event
within two (2) Business Days after such determination or such longer time period permitted by the applicable Intercreditor
Agreement.


 


Section 3.22         Appointment
and Replacement of Special Servicer. (a) LNR Partners, LLC is hereby appointed as the initial Special Servicer to
service each Specially Serviced Loan.


 


(b)          For
so long as no Control Termination Event has occurred and is continuing, the Directing Holder shall be entitled to terminate
the rights (subject to Section 3.05, Section 3.12 and Section 6.03(a) of this Agreement) and obligations of
the Special Servicer under this Agreement, (a) for cause at any time, and (b) without cause if either (i) LNR Partners, LLC
or its Affiliate is no longer the Special Servicer, or (ii) LNR Securities Holdings, LLC or its Affiliate owns less than 15%
of the Certificate Balance of the Controlling Class, and appoint a successor Special Servicer pursuant to Section 7.02
of this Agreement, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Paying Agent,
the Certificate Administrator, the Operating Advisor and the Trustee; provided that with respect to any Serviced Loan
Combination, the related Directing Holder’s right to terminate the rights and obligations of the Special Servicer under
this Agreement with respect to such Serviced Loan Combination shall be subject to the limitations set forth in the related
Intercreditor Agreement; provided further, with respect to a Servicing Shift Loan Combination, the limitations on
termination without cause set forth in clause (b) shall not apply to the related Loan-Specific Directing Holder’s right
to terminate the Special Servicer’s rights and obligations under this Agreement without cause with respect to such
Servicing Shift Loan Combination pursuant to the terms of the related Intercreditor Agreement.


 


(c)          Following
the occurrence and during the continuation of a Consultation Termination Event, subject to the immediately succeeding
paragraph, if the Operating Advisor determines that the Special Servicer is not performing its duties as required hereunder
or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor shall deliver to the Trustee and
to the Certificate Administrator, with a copy to the Special Servicer, a written recommendation (provided that the
Operating Advisor shall not be permitted to recommend the replacement of the Special Servicer with respect to any Loan
Combination so long as the holder of the related Companion Loan is the Loan-Specific Directing Holder under the related
Intercreditor Agreement) setting forth the reasons supporting its position (along with any information the Operating Advisor
considered relevant to its recommendation) and recommending a replacement special servicer; provided, that in no event
shall the information or any other content included in such written recommendation contravene any provision of this
Agreement. The Certificate Administrator shall have no obligation to determine if the Operating Advisor is or is not
permitted to make such a recommendation with respect to a Loan Combination. In such event, the Certificate Administrator
shall promptly post notice to all Certificateholders of such recommendation on the Certificate Administrator’s Website,
and by mail (or through the DTC system, as applicable), and shall conduct the solicitation of votes


 






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of
all Certificates in such regard. The Special Servicer will have the opportunity to respond and deliver its own report to the Certificate
Administrator, which report shall be posted by the Certificate Administrator to the Certificate Administrator’s Website
and, if applicable, the Special Servicer shall deliver such report to any related Serviced Companion Loan holder. Subsequently,
upon (i) the written direction of Holders of Sequential Pay Certificates evidencing at least a majority of the aggregate
Voting Rights (taking into account the application of any Realized Losses and Appraisal Reduction Amounts to notionally reduce
the respective Certificate Balances pursuant to Section 4.08 of this Agreement) (which vote shall occur not more than 180 days
from the date the Certificate Administrator posts such recommendation on the Certificate Administrator’s Website; provided
that if such written direction is not provided within 180 days of the posting of the initial request for a vote to terminate
and replace the Special Servicer, then such written direction shall have no force and effect) and (ii) receipt of a No Downgrade
Confirmation from each Rating Agency with respect to the Certificates and, if such successor Special Servicer shall also specially
service a Serviced Loan Combination, any class of related Serviced Companion Loan Securities, by the Trustee following satisfaction
of the foregoing clause (i), the Trustee shall (x) terminate all of the rights and obligations of the Special Servicer
under this Agreement and appoint a successor Special Servicer approved by the Certificateholders; provided such termination
is subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees and other compensation,
reimbursement of advances and other rights set forth in this Agreement which survive termination and (y) promptly notify
such outgoing Special Servicer of the effective date of such termination. The reasonable fees and out-of-pocket costs associated
with administering such vote shall be an Additional Trust Fund Expense. If the Trustee does not receive at least a majority of
the requested votes, then the Trustee shall not remove the Special Servicer. Prior to the appointment of any replacement special
servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under this
Agreement and to act as the Special Servicer’s successor hereunder. No penalty or fee shall be payable to the terminated
Special Servicer with respect to any termination pursuant to this Section 3.22(c).


 


(d)          If
a Control Termination Event has occurred and is continuing and upon (a) the written direction of holders of Sequential
Pay Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal
Reduction Amounts to notionally reduce the Certificate Balances of the Certificates pursuant to Section 4.08 of this
Agreement) of the Sequential Pay Certificates requesting a vote to replace the Special Servicer with a new special servicer
designated in such written direction, (b) payment by such holders to the Certificate Administrator of the reasonable
fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate
Administrator in connection with administering such vote and (c) delivery by such holders to the Certificate
Administrator and the Trustee of a No Downgrade Confirmation from each Rating Agency with respect to the Certificates (which
No Downgrade Confirmation shall be obtained at the expense of those Certificateholders requesting such vote) and, if such
successor Special Servicer shall also specially service a Serviced Loan Combination, any class of related Serviced Companion
Loan Securities, the Certificate Administrator shall promptly provide written notice to all Certificateholders of such
request by posting such notice on the Certificate Administrator’s Website, and by mail (or through the DTC system, as
applicable), and conduct the solicitation of votes of all Certificates in such regard. Subsequently, if a Control


 






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Termination
Event has occurred and is continuing, upon the written direction of (i) holders of Sequential Pay Certificates evidencing
at least 75% of a Certificateholder Quorum or (ii) holders of Non-Reduced Certificates evidencing more than 50% of the Voting
Rights of each Class of Non-Reduced Certificates, the Trustee shall (x) terminate all of the rights and obligations of the
Special Servicer under this Agreement and appoint the successor Special Servicer designated by such Certificateholders, provided
such termination is subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees
and other compensation, reimbursement of advances and other rights set forth in this Agreement which survive termination and (y) promptly
notify such outgoing Special Servicer of the effective date of such termination; provided that if such written direction
is not provided within 180 days of the notice from the Certificate Administrator of the request for a vote to terminate and
replace the Special Servicer, then such written direction shall have no force and effect. The reasonable fees and out-of-pocket
costs associated with administering such vote shall be an Additional Trust Fund Expense. The Certificate Administrator shall include
on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner may access notices on the Certificate
Administrator’s Website and each Certificateholder and Beneficial Owner may register to receive email notifications when
such notices are posted on the Certificate Administrator’s Website; provided that the Certificate Administrator shall
be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting such notices.


 


(e)          The
Trustee shall, promptly after receiving any removal notice pursuant to Section 3.22(b) of this Agreement or direction
to terminate pursuant to Section 3.22(c) or Section 3.22(d) of this Agreement, so notify the Certificate
Administrator, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly
post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement). The
termination of the Special Servicer and appointment of a successor Special Servicer pursuant to this Section 3.22 shall
not be effective until (i) the Trustee receives from each Rating Agency a No Downgrade Confirmation or, if such
successor Special Servicer shall also specially service a Serviced Loan Combination, a Serviced Companion Loan No Downgrade
Confirmation, (ii) the successor special servicer has assumed all of its responsibilities, duties and liabilities
hereunder pursuant to a writing reasonably satisfactory to the Trustee, (iii) receipt by the Trustee of an Opinion of
Counsel to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with
this Agreement, (y) such replacement will be bound by the terms of this Agreement and (z) this Agreement will be
enforceable against such replacement in accordance with its terms, (iv) the replacement Special Servicer certifies that such
replacement special servicer satisfies all related qualifications set forth in the Intercreditor Agreement relating to such
Serviced Companion Loan and (v) receipt by the Certificate Administrator (with a confirmation of such receipt delivered to
the Trustee) of notice and information required to be delivered by the successor Special Servicer under Section 10.03 of this
Agreement. Any successor Special Servicer shall make the representations and warranties provided for in Section 2.04(b)
of this Agreement mutatis mutandis. In no event may a successor Special Servicer be a current or former Operating
Advisor or any Affiliate of such current or former Operating Advisor. Further, such successor shall be a Person that
(i) satisfies all of the eligibility requirements applicable to the special servicer contained in this
Agreement, (ii) is not obligated or allowed to pay the Operating Advisor any fees or otherwise compensate the Operating
Advisor (x) in respect of


 






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its
obligations under this Agreement or (y) for the appointment of the successor Special Servicer or the recommendation by the
Operating Advisor for the replacement Special Servicer to become the Special Servicer, (iii) is not entitled to waive any
compensation from the Operating Advisor and (iv) is not entitled to receive any fee from the Operating Advisor for its appointment
as successor Special Servicer, in each case, unless expressly approved by 100% of the Certificateholders. In addition, any replacement
Special Servicer that will service any Serviced Loan Combination shall meet any requirements specified in the related Intercreditor
Agreement or, if applicable, the related Other Pooling and Servicing Agreement.


 


The existing Special
Servicer shall be deemed to have been removed simultaneously with such designated Person’s becoming the Special Servicer
hereunder; provided, that the Special Servicer removed pursuant to this Section shall be entitled to receive, and shall
have received, all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation and
it shall continue to be entitled to any rights that accrued prior to the date of such resignation (including the right to receive
all fees, expenses and other amounts accrued or owing to it under this Agreement, plus the right to receive any Workout Fee or
Liquidation Fee specified in Section 3.12 of this Agreement if the Special Servicer is terminated and any indemnification
rights that the Special Servicer is entitled to pursuant to Section 6.03(a) of this Agreement) notwithstanding any
such removal. Such removed Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting
the termination of the resigning Special Servicer’s responsibilities and rights hereunder, including without limitation the
transfer within two Business Days to the successor Special Servicer for administration by it of all cash amounts that are thereafter
received with respect to the Mortgage Loans and, if applicable, Loan Combinations.


 


(f)           The
appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective
obligations to make Advances as set forth herein; provided, that neither the Trustee nor the Master Servicer shall be
liable for any actions or any inaction of such successor Special Servicer. Any termination fee payable to the terminated
Special Servicer (and it is acknowledged that there is no such fee payable in the event of a termination for breach of this
Agreement) shall be paid by the Certificateholders or the Directing Holder, as applicable, so terminating the Special
Servicer and shall not in any event be an expense of the Trust Fund or any Serviced Companion Loan Noteholder (unless such
Serviced Companion Loan Noteholder is the Directing Holder).


 


(g)          If
a replacement special servicer is appointed with respect to a Serviced Loan Combination or any related Serviced REO Property
in accordance with this Section 3.22 such that there are multiple parties acting as Special Servicer hereunder,
then, unless the context clearly requires otherwise: (i) when used in the context of imposing duties and obligations on
the Special Servicer hereunder or the performance of such duties and obligations, the term “Special Servicer”
shall mean the applicable Serviced Loan Combination Special Servicer, insofar as such duties and obligations relate to the
subject Serviced Loan Combination or any related Serviced REO Property, and shall mean the General Special Servicer (as
defined below in clause (h)), in all other cases (provided, that in Section 3.14 and Article
VII of this Agreement, the term “Special Servicer” shall mean each of the Serviced Loan Combination Special
Servicers and the General Special Servicer); (ii) when used in the context of identifying the recipient of any
information, funds, documents, instruments and/or


 






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other
items, the term “Special Servicer” shall mean the applicable Serviced Loan Combination Special Servicer, insofar as
such information, funds, documents, instruments and/or other items relate to the subject Serviced Loan Combination or any related
Serviced REO Property, and shall mean the General Special Servicer, in all other cases; (iii) when used in the context of
granting the Special Servicer the right to purchase Defaulted Mortgage Loans pursuant to Section 3.16 of this Agreement,
the term “Special Servicer” shall mean the General Special Servicer only; (iv) when used in the context of granting
the Special Servicer the right to purchase all of the Mortgage Loans and all other property held by the Trust Fund pursuant to
Section 9.01 of this Agreement, the term “Special Servicer” shall mean the General Special Servicer only; (v) when
used in the context of the Special Servicer being replaced pursuant to this Section 3.22 by the applicable Directing Holder,
the term “Special Servicer” shall mean the General Special Servicer or the Serviced Loan Combination Special Servicer,
if applicable; (vi) when used in the context of granting the Special Servicer any protections, limitations on liability,
immunities and/or indemnities hereunder, the term “Special Servicer” shall mean each of the Serviced Loan Combination
Special Servicers and the General Special Servicer; and (vii) when used in the context of requiring indemnification from,
imposing liability on, or exercising any remedies against, the Special Servicer for any breach of a representation, warranty or
covenant hereunder or for any negligence, bad faith or willful misconduct in the performance of duties and obligations hereunder
or any negligent disregard of such duties and obligations or otherwise holding the Special Servicer responsible for any of the
foregoing, the term “Special Servicer” shall mean the applicable Serviced Loan Combination Special Servicer or the
General Special Servicer, as applicable.


 


(h)          References
in this Section 3.22 to “General Special Servicer” mean the Person performing the duties and obligations of special
servicer with respect to the Mortgage Pool (exclusive of any Loan Combination or related REO Property as to which a different
Serviced Loan Combination Special Servicer has been appointed with respect thereto).





 


(i)          No penalty or
fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 3.22.
All costs and expenses of any such termination made without cause shall be paid by the Controlling Class Certificateholders.


 


(j)          Notwithstanding
anything to the contrary contained in this Section 3.22, with respect to any Excluded Special Servicer Mortgage Loan,
if any, the Special Servicer shall resign with respect to such Excluded Special Servicer Mortgage Loan. Prior to the occurrence
and continuance of a Control Termination Event, if the Excluded Special Servicer Mortgage Loan is not also an Excluded Mortgage
Loan, the Controlling Class Representative shall appoint (and replace with or without cause) the Excluded Special Servicer, as
successor to the resigning Special Servicer, for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement.
If such Excluded Special Servicer Mortgage Loan is also an Excluded Mortgage Loan, (1) the largest Controlling Class Certificateholder
(by Certificate Balance) that is not an Excluded Controlling Class Holder shall appoint (and replace with or without cause) the
Excluded Special Servicer for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement or (2) if
no Controlling Class Certificateholder is not an Excluded Controlling Class Holder, then the Excluded Special Servicer will be
appointed pursuant to the following paragraph below. If a Control Termination Event has occurred and is continuing and prior to
a Consultation Termination


 






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Event,
the largest Controlling Class Certificateholder that is not an Excluded Controlling Class Certificateholder shall have the right
to appoint the Excluded Special Servicer. If a Control Termination Event has occurred and is continuing, neither the Controlling
Class Representative nor any other Controlling Class Certificateholder shall be entitled to remove or replace the Excluded Special
Servicer with respect to any Excluded Special Servicer Mortgage Loan.





 


If a Consultation Termination
Event has occurred and is continuing, upon resignation of the Special Servicer with respect to an Excluded Special Servicer Mortgage
Loan, at the expense of the Issuing Entity, the Certificate Administrator shall promptly provide written notice of such resignation
to all Certificateholders by posting such notice on the Certificate Administrator’s Website and the Excluded Special Servicer
shall be appointed upon the written direction of more than 50% of the Voting Rights of the Certificates that exercise their right
to vote (provided that holders of at least 20% of the Voting Rights of the Certificates exercise their right to vote). If such
Excluded Special Servicer has not been appointed pursuant to the preceding sentence within 30 days after the Special Servicer
has provided its written notice of resignation, the Certificate Administrator shall provide written notice to the resigning Special
Servicer that such Excluded Special Servicer has not been appointed and such resigning Special Servicer shall appoint such Excluded
Special Servicer. The resigning Special Servicer shall not have any liability for the identity or actions of the newly appointed
Excluded Special Servicer and, absent negligence, willful misconduct or bad faith on the part of such resigning Special Servicer,
such resigning Special Servicer (and its related Affiliate, director, officer, employee, member or agent of such Special Servicer),
shall be indemnified by the Issuing Entity for any loss, liability or expense incurred in connection with any legal action relating
to this transaction resulting solely from the identity or actions of such Excluded Special Servicer.





 


If at any time the Special
Servicer that had acted as the Special Servicer for a Excluded Special Servicer Mortgage Loan prior to it becoming a Excluded Special
Servicer Mortgage Loan has knowledge that it is no longer a Borrower Party (including, without limitation, as a result of the related
Mortgaged Property becoming REO Property) with respect to an Excluded Special Servicer Mortgage Loan, (1) the related Excluded
Special Servicer shall resign, (2) the related Mortgage Loan shall no longer be an Excluded Special Servicer Mortgage Loan, (3)
such Special Servicer shall become the Special Servicer again for such related Mortgage Loan and (4) such original Special Servicer
shall be entitled to all special servicing compensation with respect to such Mortgage Loan earned during such time on and after
such Mortgage Loan is no longer an Excluded Special Servicer Mortgage Loan.


 


The Excluded Special
Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Mortgage Loan and
will be entitled to all special servicing compensation with respect to such Excluded Special Servicer Mortgage Loan earned during
such time as the related Mortgage Loan is an Excluded Special Servicer Mortgage Loan.


 


If a Servicing Officer
or Special Servicing Officer, as applicable, of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer,
as applicable, has actual knowledge that a Mortgage Loan is no longer an Excluded Mortgage Loan, an Excluded Controlling Class
Mortgage Loan or an Excluded Special Servicer Mortgage Loan, as


 






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applicable,
the Master Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide prompt written notice
thereof to each of the other parties to this Agreement.


 


Section 3.23         Transfer
of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report. (a) Upon the
occurrence of any event specified in the definition of Specially Serviced Loan with respect to any Mortgage Loan (other than
any Non-Serviced Mortgage Loan) or Serviced Loan Combination of which the Master Servicer may have notice, the Master
Servicer shall promptly give notice thereof to the Special Servicer, the Certificate Administrator, the Trustee, the
Operating Advisor, the related Mortgage Loan Seller, if no Consultation Termination Event has occurred and is continuing, the
Directing Holder and, if applicable, the related Serviced Companion Loan Noteholders and shall use efforts in accordance with
the Servicing Standard to provide the Special Servicer with all information, documents (but excluding the original documents
constituting the Mortgage File) and records (including records stored electronically) relating to such Mortgage Loan or
Serviced Loan Combination, as applicable, and reasonably requested by the Special Servicer to enable it to assume its duties
hereunder with respect thereto without acting through a sub-servicer. The Master Servicer shall use efforts in accordance
with the Servicing Standard to comply with the preceding sentence within five Business Days of the date it has notice of the
occurrence of any event specified in the definition of Specially Serviced Loan and in any event shall continue to act as
Master Servicer and administrator of such Mortgage Loan or Serviced Loan Combination until the Special Servicer has commenced
the servicing of such Mortgage Loan or Serviced Loan Combination, which shall occur upon the receipt by the Special Servicer
of the information, documents and records referred to in the preceding sentence. With respect to each Mortgage Loan or
Serviced Loan Combination that becomes a Specially Serviced Loan, the Master Servicer shall instruct the related Borrower to
continue to remit all payments in respect of such Mortgage Loan or Serviced Loan Combination to the Master Servicer. The
Master Servicer shall forward any notices it would otherwise send to the Borrower of a Specially Serviced Loan to the Special
Servicer, who shall send such notice to the related Borrower.


 


Upon determining that
a Specially Serviced Loan has become a Corrected Mortgage Loan, the Special Servicer shall immediately give notice thereof to the
Master Servicer, and upon giving such notice, such Mortgage Loan or Serviced Loan Combination shall cease to be a Specially Serviced
Loan in accordance with the first proviso of the definition of Specially Serviced Loan, the Special Servicer’s obligation
to service such Mortgage Loan or Serviced Loan Combination shall terminate and the obligations of the Master Servicer to service
and administer such Mortgage Loan or Serviced Loan Combination as a Mortgage Loan or Serviced Loan Combination that is not a Specially
Serviced Loan shall resume.


 


(b)          In servicing any
Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within the definition
of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in the possession of
the Special Servicer) and copies of any additional related Mortgage Loan information, including correspondence with the related
Borrower, and the Special Servicer shall


 






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promptly
provide copies of all of the foregoing to the Master Servicer as well as copies of any analysis or internal review prepared by
or for the benefit of the Special Servicer.


 


(c)          Not
later than two Business Days preceding each date on which the Master Servicer is required to furnish a report under
Section 3.13(a) of this Agreement to the Certificate Administrator, the Special Servicer shall deliver to the
Certificate Administrator, with a copy to the Trustee, the Operating Advisor and the Master Servicer, a written statement
describing, on a loan-by-loan basis, (i) the amount of all payments on account of interest received on each Specially
Serviced Loan, the amount of all payments on account of principal, including Principal Prepayments, on each Specially
Serviced Loan, the amount of Net Insurance Proceeds and Net Liquidation Proceeds received with respect to each Specially
Serviced Loan, and with respect to REO Properties, the amount of net income or net loss, as determined from management of a
trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt of any rental
income that does not constitute Rents from Real Property with respect to the Serviced REO Property relating to each
applicable Specially Serviced Loan, in each case in accordance with Section 3.15 of this Agreement (it being understood
and agreed that to the extent this information is provided in accordance with Section 3.13(g) of this Agreement, this
Section 3.23(c) shall be deemed to be satisfied) and (ii) such additional information relating to the Specially
Serviced Loans as the Master Servicer, the Certificate Administrator or the Trustee reasonably request, to enable it to
perform its duties under this Agreement. Such statement and information shall be furnished to the Master Servicer in
writing and/or in such electronic media as is acceptable to the Master Servicer and the Special Servicer.


 


(d)          Notwithstanding
the provisions of the preceding Section 3.23(c), the Master Servicer shall maintain ongoing payment records with
respect to each of the Specially Serviced Loans relating to a Mortgage Loan that it is servicing and shall provide the
Special Servicer and the Operating Advisor with any information reasonably required by the Special Servicer or the Operating
Advisor to perform its duties under this Agreement. The Special Servicer shall provide the Master Servicer with any
information reasonably required by the Master Servicer to perform its duties under this Agreement.


 


(e)           No later than
30 days after servicing of a Mortgage Loan or Serviced Loan Combination that becomes a Specially Serviced Loan is transferred
to the Special Servicer, the Special Servicer shall deliver to the Master Servicer, the Directing Holder (only if no Consultation
Termination Event has occurred and is continuing), the Operating Advisor (but only if a Control Termination Event has occurred
and is continuing), the Controlling Class Representative (so long as such Mortgage Loan is not an Excluded Mortgage Loan), the
17g-5 Information Provider (who shall promptly post such report to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement), each related Serviced Companion Loan Noteholder pursuant to the related Intercreditor Agreement, and upon request,
the Underwriters and the Initial Purchasers, a report (the “Asset Status Report”) with respect to such Mortgage
Loan or Serviced Loan Combination and the related Mortgaged Property; provided, the Special Servicer shall not be required
to deliver an Asset Status Report to the Directing Holder if the Special Servicer and the Directing Holder are the same entity
or Affiliates of each other. Such Asset Status Report shall set forth the following information to the extent reasonably determinable:


 






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(i)            date
of transfer of servicing of such Mortgage Loan or Serviced Loan Combination to the Special Servicer;


 


(ii)           summary
of the status of such Specially Serviced Loan and any negotiations with the related Borrower;


 


(iii)          a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan or Serviced Loan Combination and whether outside legal counsel has been retained; 





 


(iv)          the
most current rent roll and income or operating statement available for the related Mortgaged Property;


 


(v)           (A) the
Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Defaulted Mortgage Loan or Serviced
REO Property), (B) a description of any such proposed or taken actions, and (C) the alternative courses of action that
were or are being considered by the Special Servicer in connection with the proposed or taken actions;


 


(vi)          the
status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect
thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional
defaults under the related Mortgage Loan or Serviced Loan Combination;


 


(vii)          a
description of any amendment, modification or waiver of a material term of any ground lease (or, with respect to a leasehold interest
where the Borrower is the lessee and that is a space lease or an air rights lease, any such space lease or air rights lease) or
franchise agreement;


 


(viii)         the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(ix)           an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the
net present value calculation (including the applicable Calculation Rate used) and all related assumptions;


 


(x)            the
appraised value of the related Mortgaged Properties together with the assumptions used in the calculation thereof, and a copy of
the last obtained Appraisal of the Mortgaged Property; and


 






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(xi)           such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


As provided in Section
3.12(d), if a Servicing Shift Loan Combination becomes a Specially Serviced Loan prior to the applicable Servicing Shift Lead
Note Securitization Date, the Special Servicer shall service and administer such Servicing Shift Loan Combination and related
REO Property in the same manner as any other Specially Serviced Loan or Serviced REO Property, shall be entitled to all Special
Servicing Compensation earned with respect to such Serviced Loan Combination and shall have all the rights and obligations with
respect to such Serviced Loan Combination as Special Servicer of such Serviced Loan Combination. 





 


For so long as no
Control Termination Event has occurred and is continuing, if within 10 Business Days of receiving an Asset Status Report, the
Directing Holder does not disapprove such Asset Status Report in writing, the Directing Holder will be deemed to have
approved such Asset Status Report and the Special Servicer shall implement the recommended action as outlined in such Asset
Status Report; provided, that such Special Servicer may not take any action that is contrary to applicable law, this
Agreement, the Servicing Standard (taking into consideration the best interests of all the Certificateholders and, with
respect to any Serviced Loan Combination, the related Serviced Companion Loan Noteholders (as a collective whole as if such
Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to
any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account the subordinate nature of such
Subordinate Companion Loan))), the terms of the applicable Loan Documents or any related Intercreditor Agreement. For so long
as no Control Termination Event has occurred and is continuing, if the Directing Holder disapproves such Asset Status Report
within such 10 Business Day period, the Special Servicer will revise such Asset Status Report and deliver to the Directing
Holder, the Master Servicer, the 17g-5 Information Provider (who shall promptly post such report to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement) and each related Serviced Companion Loan
Noteholder, a new Asset Status Report as soon as practicable, but in no event later than 30 Business Days after such
disapproval. The Special Servicer shall revise such Asset Status Report as described above in this Section 3.23(d) until
the Directing Holder fails to disapprove such revised Asset Status Report in writing within 10 Business Days of
receiving such revised Asset Status Report or until the Special Servicer makes a determination consistent with the Servicing
Standard, that such objection is not in the best interests of all the Certificateholders and, with respect to any Serviced
Loan Combination, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and,
if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Loan
Combination with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate
Companion Loan)). In any event, for so long as no Control Termination Event has occurred and is continuing, if the Directing
Holder does not approve an Asset Status Report within 60 Business Days from the first submission of an Asset Status Report,
the Special Servicer may act upon the most recently submitted form of Asset Status Report if consistent with the Servicing
Standard. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and
implement such report, provided such report shall have


 






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been
prepared, reviewed and not rejected pursuant to the terms of this Section, and in particular, shall modify and resubmit such Asset
Status Report to the Directing Holder (with a copy to the Trustee and the Certificate Administrator) if (i) the estimated
sales proceeds, foreclosure proceeds, workout or restructure terms or anticipated debt forgiveness varies materially from the
amount on which the original report was based or (ii) the related Borrower becomes the subject of bankruptcy proceedings.
Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with respect
to the related Mortgaged Property, take any action set forth in such Asset Status Report before the expiration of a 10 Business
Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect
the interests of the Certificateholders and, with respect to any Serviced Loan Combination, the related Serviced Companion Loan
Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted
a single lender (and with respect to any Serviced Loan Combination with a related Subordinate Companion Loan, taking into account
the subordinate nature of such Subordinate Companion Loan)), and it has made a reasonable effort to contact the Directing Holder
and, if any Serviced Loan Combination is involved, the related Serviced Companion Loan Noteholders and (ii) in any case,
shall determine whether such affirmative disapproval is not in the best interests of all the Certificateholders and, with respect
to any Serviced Loan Combination, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders
and, if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Loan Combination
with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)) pursuant
to the Servicing Standard, and, upon making such determination, shall implement the recommended action outlined in the Asset Status
Report. The Asset Status Report is not intended to replace or satisfy any specific consent or approval right which the Directing
Holder may have. Any Asset Status Report delivered with respect to an Excluded Controlling Class Mortgage Loan shall be sent via
email (or such other electronic means mutually acceptable to the parties) in one or more separate files labeled by the Special
Servicer “Excluded Information” followed by the applicable loan number and loan name to cmbsexcludedinformation@wellsfargo.com.


 


The Special Servicer
shall have the authority to meet with the Borrower for any Specially Serviced Loan and take such actions consistent with the Servicing
Standard and the related Asset Status Report. The Special Servicer shall not take any action inconsistent with the related Asset
Status Report, unless such action would be required in order to act in accordance with the Servicing Standard, this Agreement,
applicable law or the related Loan Documents.


 


During the period when
a Control Termination Event has occurred and is continuing, the Special Servicer shall consult on a non-binding basis with the
Operating Advisor in connection with each Asset Status Report prior to finalizing and executing such Asset Status Report and the
Operating Advisor shall propose, by written notice, alternative courses of action within 10 days of receipt of each Asset
Status Report to the extent the Operating Advisor determines such alternatives to be in the best interest of the Certificateholders
(including any Certificateholders that were previously included in the Control Eligible Classes), as a collective whole as if such
Certificateholders constituted a single lender. This determination shall be made pursuant to the Operating Advisor Standard. The
Special


 






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Servicer
shall consider any such proposals from the Operating Advisor and determine whether any changes to its proposed Asset Status Report
should be made, such determination being made in accordance with the Servicing Standard and the other terms of this Agreement.
In addition, with respect to a Serviced Loan Combination, such Asset Status Reports are subject to any consultation rights that
the holders of the related Pari Passu Companion Loans have pursuant to the related Intercreditor Agreement.


 


During the period when
a Control Termination Event has occurred and is continuing and for so long as no Consultation Termination Event has occurred and
is continuing, the Special Servicer shall consult on a non-binding basis with the Directing Holder in connection with each Asset
Status Report prior to finalizing and executing such Asset Status Report and the Directing Holder shall have the right to propose,
by written notice, alternative courses of action within 10 days of receipt of each Asset Status Report. The Special Servicer
shall consider any such proposals from the Directing Holder and determine whether any changes to its proposed Asset Status Report
should be made, such determination being made in accordance with the Servicing Standard and the other terms of this Agreement.





 


If neither the Operating
Advisor nor the Directing Holder proposes alternative courses of action within 10 days after receipt of such Asset Status
Report, the Special Servicer shall implement the Asset Status Report as proposed by the Special Servicer.


 


Notwithstanding anything
to the contrary herein, if a Consultation Termination Event has occurred and is continuing, the Directing Holder shall have no
right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to any matter set forth therein.
If a Control Termination Event has occurred and is continuing, the Directing Holder shall have no right to consent to any Asset
Status Report under this Section 3.23.





 


No direction, advice,
consent, approval or disapproval of the Directing Holder or Operating Advisor shall (a) require, permit or cause the Special
Servicer to violate the terms of a Specially Serviced Loan, any related Intercreditor Agreement, applicable law or any provision
of this Agreement, including, but not limited to, Section 3.09, Section 3.16, Section 3.18 and Section 3.25
and the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of
the Lower-Tier REMIC and the Upper-Tier REMIC and the grantor trust status of the Grantor Trust, or (b) result in the imposition
of a “prohibited transaction” or “contribution” tax under the REMIC Provisions, or (c) expose the
Master Servicer, the Special Servicer, the Depositor, the Mortgage Loan Sellers, the Trust Fund, the Certificate Administrator,
the Paying Agent, the Operating Advisor, the Trustee or their respective officers, directors, employees or agents to any claim,
suit or liability or (d) materially expand the scope of the Special Servicer’s, Certificate Administrator’s, Trustee’s
or the Master Servicer’s responsibilities under this Agreement. The Special Servicer shall not be required to follow any
direction of the Directing Holder described in this paragraph.


 


(f)           Unless
a Control Termination Event has occurred and is continuing, the Special Servicer shall deliver to the Operating Advisor only each
Final Asset Status Report. 



 



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Section 3.24          Special
Instructions for the Master Servicer and/or Special Servicer. (a) Prior to taking any action with respect to a Mortgage
Loan or a Serviced Loan Combination secured by Mortgaged Properties located in a “one-action” state, the Master
Servicer or Special Servicer, as applicable, shall consult with legal counsel, the fees and expenses of which shall be an
expense of the Trust Fund (and, in the case of any Serviced Loan Combination, such expense shall be allocated in accordance
with the allocation provisions of the related Intercreditor Agreement).


 


(b)          The Master Servicer
shall send written notice to each Borrower (other than with respect to a Non-Serviced Mortgage Loan) and the related Manager and
clearing bank relating to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) that it is servicing that, if applicable,
it and/or the Trustee has been appointed as the “Designee” of the “Lender” under any related Lock-Box Agreement.


 


(c)          Without
limiting the obligations of the Master Servicer hereunder with respect to the enforcement of a Borrower’s obligations under
the related Loan Documents, the Master Servicer agrees that it shall, in accordance with the Servicing Standard, enforce the provisions
of the Loan Documents relating to the Mortgage Loans (other than Non-Serviced Mortgage Loans) that it is servicing with respect
to the collection of Prepayment Premiums and Yield Maintenance Charges. 





 


(d)          If
a Rating Agency shall charge a fee in connection with providing a No Downgrade Confirmation, the Master Servicer shall
require the related Borrower (other than with respect to a Non-Serviced Mortgage Loan) to pay such fee to the extent not
inconsistent with the applicable Loan Documents. If such fee remains unpaid, such fee shall be an expense of the Trust Fund
(allocated as an Additional Trust Fund Expense in the same manner as Realized Losses as set forth in Section 4.01(e) of
this Agreement) and, in the case of a Serviced Loan Combination with a Serviced Pari Passu Companion Loan (but not a
Subordinate Companion Loan), allocated in accordance with the allocation provisions of the related Intercreditor Agreement,
the costs of which may be advanced as a Property Advance.


 


(e)          The Master Servicer
shall, in accordance with the Servicing Standard, enforce the right of the Trust to recover any amounts owed by the Serviced Companion
Loan Noteholders to the Trust Fund pursuant to the related Intercreditor Agreement (but in the case of any Serviced Subordinate
Companion Loan, subject to Section 1.02). The cost of such enforcement on behalf of the Trust shall be paid and reimbursable
as a Property Advance.


 


(f)           With respect to
a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination with a Stated Principal Balance equal to
or greater than the lesser of 5% of the Stated Principal Balance of all Mortgage Loans held by the Trust Fund and $35,000,000,
or with respect to any Mortgage Loan that is one of the ten largest Mortgage Loans based on Stated Principal Balance, to the extent
not inconsistent with the related Mortgage Loan or Serviced Loan Combination, the Master Servicer shall not consent to a change
of franchise affiliation with respect to a Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced
Mortgage Loan) serviced hereunder or the property manager with respect to a Mortgaged Property (other than a Mortgaged Property
securing a Non-


 






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Serviced Mortgage Loan) serviced hereunder unless the Master Servicer obtains a No Downgrade Confirmation relating
to the Certificates and Serviced Companion Loan Securities, if any.


 


Section 3.25          Certain
Rights and Obligations of the Master Servicer and/or the Special Servicer. (a) In addition to its rights and obligations
with respect to Specially Serviced Loans, the Special Servicer has the right, whether or not the applicable Mortgage Loan
(other than a Non-Serviced Mortgage Loan) is a Specially Serviced Loan, to process or approve (i) modifications to the
extent set forth under Section 3.26 of this Agreement and (ii) waivers of due-on-sale or due-on-encumbrance clauses
as set forth under Section 3.09 of this Agreement. With respect to Performing Loans (other than Non-Serviced Mortgage
Loans), the Master Servicer shall notify the Special Servicer of any request for approval (a “Request for
Approval”) received relating to the Special Servicer’s above-referenced processing or approval rights and,
unless the Special Servicer and the Master Servicer mutually agree that the Master Servicer shall process such request, the
Master Servicer shall take no further action, and shall have no obligation to take any further action other than to cooperate
with the Special Servicer to the extent required pursuant to the terms of this Agreement, with respect to such Borrower
request. If the Special Servicer and the Master Servicer mutually agree that the Master Servicer shall process such Borrower
request, the Master Servicer shall prepare and forward to the Special Servicer its written recommendation and analysis and
any other information or documents reasonably requested by the Special Servicer (to the extent such information or documents
are in the Master Servicer’s possession). Subject to Section 3.09(h) of this Agreement, the Special Servicer shall
have 15 Business Days (from the date that the Special Servicer receives the information it requested from the Master
Servicer) to analyze and make a recommendation with respect to a Request for Approval with respect to a Performing Loan and,
prior to the end of such 15 Business Day period, for so long as no Control Termination Event has occurred and is continuing,
is required to notify the Directing Holder and each Serviced Companion Loan Noteholder of such Request for Approval and its
recommendation with respect thereto. Following such notice, the Directing Holder shall have 10 Business Days from the date it
receives the Special Servicer recommendation and any other information it may reasonably request (or, with respect to any
Serviced Loan Combination, such longer time period as may be provided in the related Intercreditor Agreement) to approve any
recommendation of the Special Servicer relating to any Request for Approval. In any event, if the Directing Holder does
not respond to a Request for Approval by 5 p.m. on the 10th Business Day after such request, the Special Servicer or the
Master Servicer, as applicable, may deem its recommendation approved by the Directing Holder and if the Special Servicer does
not respond to a Request for Approval within the required 15 Business Days (or such longer time period pursuant to the terms
of the related Intercreditor Agreement but not less than five (5) Business Days after the time period set forth therein for
Directing Holder approval), the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to
a Specially Serviced Loan, the Special Servicer must notify the Directing Holder of any Request for Approval received
relating to the Directing Holder’s above-referenced approval rights and its recommendation with respect thereto. The
Directing Holder shall have 10 Business Days (after receipt of all information reasonably requested) to approve any
recommendation of the Special Servicer relating to any such Request for Approval. In any event, if the Directing Holder does
not respond to any such Request for Approval by 5 p.m. on the 10th Business Day after such request, the Special Servicer
may deem its recommendation


 






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approved
by the Directing Holder. Notwithstanding the foregoing, (i) with respect to any Loan Combination, the procedure and timing
for approval by the Directing Holder (to the extent it is the related Companion Loan Noteholder) of the related Request for Approval
shall be governed by the terms of the related Intercreditor Agreement and (ii) if the Special Servicer determines that immediate
action is necessary to protect the interests of the Certificateholders and, with respect to any Serviced Loan Combination, the
Certificateholders and the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and,
if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Loan Combination
with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)) and
the Special Servicer has made a reasonable effort to contact the Directing Holder, it need not wait for a response from the Directing
Holder.


 


(b)          Notwithstanding
any other provision of this Agreement, neither the Master Servicer nor the Special Servicer shall be required to take or
refrain from taking any action pursuant to instructions from the Directing Holder or any holder of a Companion Loan, or due
to any failure to approve an action by the Directing Holder, or due to any objection by the Directing Holder or any holder of
a Companion Loan that would (i) cause any one of them to violate applicable law, the terms of any Loan Documents, any
Intercreditor Agreement, this Agreement, including the Servicing Standard, or the REMIC Provisions, (ii) expose the Master
Servicer, the Special Servicer, the Depositor, the Paying Agent, a Mortgage Loan Seller, the Trust Fund, the Operating
Advisor, the Trustee, the Certificate Administrator (in any of its capacities), or the Custodian or their respective
Affiliates, officers, directors, employees or agents to any claim, suit or liability, (iii) materially expand the scope
of the Master Servicer’s or the Special Servicer’s responsibilities, or (iv) cause the Master Servicer or
the Special Servicer to act, or fail to act, in a manner that is not in the best interests of the Certificateholders.





 


(c)          The Master Servicer
and the Special Servicer, as applicable, shall discuss with the Directing Holder, on a monthly basis, the performance of any Mortgage
Loan or Serviced Loan Combination that is a Specially Serviced Loan, which is delinquent, has been placed on a “Watch List”
or has been identified by the Master Servicer or the Special Servicer as exhibiting deteriorating performance.


 


Section 3.26          Modification,
Waiver, Amendment and Consents. (a) Subject to Sections 3.25, 3.26(f) and 3.27, and, if applicable, each
Intercreditor Agreement, (i) the Master Servicer (subject to the Special Servicer’s processing and/or consent as
set forth in Section 3.26 (m)) or (ii) with respect to any Specially Serviced Loan, the Special Servicer, in each case
subject to the rights of the Directing Holder and consultation with the Operating Advisor (if no Control Termination Event
has occurred and is continuing and to the extent the Operating Advisor has consultation rights pursuant to
Section 3.23(d), Section 3.31 and Section 6.07 of this Agreement), may modify, waive or amend any term of any
Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Loan Combination if such modification, waiver or
amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant
modification” of such Mortgage Loan or Serviced Loan Combination pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise (1) cause either Trust REMIC to fail to qualify as a REMIC
or (2) result in the imposition of a tax upon either Trust


 






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REMIC
or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2)
of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the
tax on “net income from foreclosure property” under Section 860G(c) of the Code). Each of the Master Servicer
and the Special Servicer may conclusively rely on an Opinion of Counsel in meeting this requirement. In order to meet the foregoing
requirements, in the case of a release of real property collateral securing a Mortgage Loan, the Master Servicer or Special Servicer,
as applicable, shall observe the REMIC requirements of the Code with respect to a required payment of principal if the loan-to-value
ratio immediately after the release exceeds 125% with respect to the related real property collateral. In connection with (i) the
release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the
taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation,
if the Loan Documents require the lender (or the Master Servicer or the Special Servicer, as applicable) to calculate (or to approve
the calculation of the related Borrower of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties
or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes
of REMIC qualification of the related Mortgage Loan or Serviced Loan Combination, then such calculation shall exclude the value
of any personal property and going concern value, if any. If, following any such release or taking, the loan-to-value ratio as
so calculated is greater than 125%, the Master Servicer or Special Servicer, as applicable, shall require payment of principal
by a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions, unless the related
Borrower provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan will not fail to be a Qualified
Mortgage.





 


(b)          Neither
the Master Servicer nor the Special Servicer may extend the Maturity Date of any Mortgage Loan, Serviced Loan Combination or
Specially Serviced Loan beyond the date that is the date occurring later than the earlier of (1) five years prior to the
Rated Final Distribution Date and (2) in the case of a Mortgage Loan, Serviced Loan Combination or Specially Serviced
Loan secured solely or primarily by the related Borrower’s interest in a ground lease (or, with respect to a leasehold
interest where the Borrower is the lessee and that is a space lease or an air rights lease, such space lease or air rights
lease), the date that is 20 years prior to the expiration date of such ground lease (or, with respect to a leasehold interest
where the Borrower is the lessee and that is a space lease or an air rights lease, such space lease or air rights lease) (or
10 years prior to the expiration date of such lease if the Master Servicer or the Special Servicer, as applicable gives due
consideration to the remaining term of such ground lease (or, with respect to a leasehold interest where the Borrower is the
lessee and that is a space lease or an air rights lease, such space lease or air rights lease) and such extension is in the
best interest of the Certificateholders and, with respect to a Serviced Loan Combination, the related Serviced Companion Loan
Noteholder (as a collective whole as if such Certificateholders and (with respect to a Serviced Loan Combination) Serviced
Companion Loan Noteholder constituted a single lender (and with respect to any Serviced Loan Combination with a related
Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)) and, if no
Control Termination Event has occurred and is continuing, with the consent of the Directing Holder (or, if a Control
Termination Event has occurred and is continuing but a Consultation Termination Event has not occurred, after consultation
with the Directing Holder).


 






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(c)           Neither the Master
Servicer nor the Special Servicer shall permit any Borrower to add or substitute any collateral for an outstanding Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination, which collateral constitutes real property, unless the
Master Servicer or the Special Servicer, as applicable, shall have obtained a No Downgrade Confirmation relating to the Certificates
and Serviced Companion Loan Securities, if any.


 


(d)           Any payment of
interest, which is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes hereof,
including, without limitation, calculating monthly distributions to Certificateholders or, if applicable, Serviced Companion Loan
Noteholders, be added to the unpaid principal balance of the related Mortgage Loan or Serviced Loan Combination, notwithstanding
that the terms of such Mortgage Loan or Serviced Loan Combination or such modification, waiver or amendment so permit.


 


(e)           Except for waivers
of Penalty Charges and waivers of notice periods, all material modifications, waivers and amendments of the Mortgage Loans (other
than a Non-Serviced Mortgage Loan) or Serviced Loan Combinations in accordance with this Section 3.26 or in Section 3.27
of this Agreement (with respect to Serviced Loan Combinations) shall be in writing.


 


(f)            The
Master Servicer or the Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the
Directing Holder (other than if a Consultation Termination Event has occurred and is continuing), the Operating Advisor (only
if a Control Termination Event has occurred and is continuing), the Depositor, the related Serviced Companion Loan Noteholder
(if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.14(d) of this Agreement), in writing, of any modification, waiver, material consent or
amendment of any term of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Loan Combination and the
date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the
agreement relating to such modification, waiver, material consent or amendment, promptly (and in any event within 10 Business
Days) following the execution thereof.


 


(g)          The Master Servicer
or the Special Servicer may (subject to the Servicing Standard), as a condition to granting any request by a Borrower for consent,
modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the
terms of the instruments evidencing or securing the related Mortgage Loan or Serviced Loan Combination and is permitted by the
terms of this Agreement and applicable law, require that such Borrower pay to it (i) as additional servicing compensation,
a reasonable and customary fee for the additional services performed in connection with such request (provided that the
charging of such fee would not constitute a “significant modification” of the related Mortgage Loan or Serviced Loan
Combination within the meaning of Treasury Regulations Section 1.860G-2(b)), and (ii) any related costs and expenses
incurred by it. In no event shall the Master Servicer or the Special Servicer be


 






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entitled
to payment for such fees or expenses unless such payment is collected from the related Borrower.


 


(h)          Notwithstanding
the foregoing, the Master Servicer shall not permit the substitution of any Mortgaged Property pursuant to the defeasance provisions
of any Mortgage Loan or Serviced Loan Combination (or any portion thereof), if any, unless such defeasance complies with Treasury
Regulations Section 1.860G-2(a)(8) and satisfies the conditions set forth in Section 3.09(g) of this Agreement.


 


(i)           Notwithstanding
anything herein or in the related Loan Documents to the contrary (but subject to Special Servicer’s right to process
and/or consent to any request with respect to a Special Servicer Decision or to consent to the Master Servicer processing
such request pursuant to Section 3.26(m)), the Master Servicer may permit the substitution of direct, non-callable
“government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any
other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (including U.S. government agency
securities if such securities are eligible defeasance collateral under then current guidelines of the Rating Agencies) for
any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or Serviced Loan Combination (or any portion thereof) in lieu of the defeasance collateral specified in the related Loan
Documents; provided that, the Master Servicer reasonably determines that allowing their use would not cause a default
or event of default under the related Loan Documents to become reasonably foreseeable and the Master Servicer receives an
Opinion of Counsel (at the expense of the Borrower to the extent permitted under the Loan Documents) to the effect that such
use would not be and would not constitute a “significant modification” of such Mortgage Loan or Serviced Loan
Combination pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise endanger the status of the
Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or result in the imposition of a tax upon the Lower-Tier REMIC, the
Upper-Tier REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code, but not including the tax on “net income from foreclosure property”) and provided, that the
requirements set forth in Section 3.09(g) of this Agreement are satisfied.


 


(j)          If required under
the related Loan Documents or if otherwise consistent with the Servicing Standard, the Master Servicer shall establish and maintain
one or more accounts, which may be sub-accounts of the Collection Account (the “Defeasance Accounts”), into
which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property shall
be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Loan Documents. Each Defeasance
Account shall at all times be an Eligible Account. Notwithstanding the foregoing, in no event shall the Master Servicer permit
such amounts to be maintained in the Defeasance Account for a period in excess of 12 months, unless such amounts are reinvested
by the Master Servicer in “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required
or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance
collateral substituted


 






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for
any Mortgaged Property into the Collection Account or, if a Serviced Loan Combination is involved, the Serviced Loan Combination
Collection Account and treat any such payments as payments made on the Mortgage Loan or Serviced Loan Combination, as applicable,
in advance of its Due Date in accordance with clause (a) of the definition of Principal Distribution Amount, and not
as a prepayment of the related Mortgage Loan or Serviced Loan Combination. Notwithstanding anything herein to the contrary, in
no event shall the Master Servicer permit such amounts to be maintained in the Collection Account or, if a Serviced Loan Combination
is involved, the Serviced Loan Combination Collection Account for a period in excess of 365 days.


 


(k)          Any
right to take any action, grant or withhold any consent or otherwise exercise any right, election or remedy afforded the
Directing Holder under this Agreement may, unless otherwise expressly provided herein to the contrary, be affirmatively
waived by the Directing Holder by written notice given to the Trustee, the Certificate Administrator, the Master Servicer or
the Special Servicer, as applicable. Upon delivery of any such notice of waiver given by the Directing Holder, any time
period (exclusive or otherwise) afforded the Directing Holder to exercise any such right, make any such election or grant or
withhold any such consent shall thereupon be deemed to have expired with the same force and effect as if the specific time
period set forth in this Agreement applicable thereto had itself expired. If the Master Servicer or Special Servicer
determines that a refusal to consent by the Directing Holder or any advice from the Directing Holder would cause the Master
Servicer or Special Servicer, as applicable, to violate applicable law, the terms of the applicable Loan Documents, any
related Intercreditor Agreements, the REMIC Provisions or the terms of this Agreement, including without limitation, the
Servicing Standard, the Master Servicer or Special Servicer shall disregard such refusal to consent or advice and notify the
Directing Holder, the Trustee, the Certificate Administrator, the related Serviced Companion Loan Noteholder (if any) and the
17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to
Section 3.14(d) of this Agreement) of its determination, including a reasonably detailed explanation of the basis
therefor.


  


(l)       
    Any modification, waiver or amendment of or consents or approvals relating to a Mortgage Loan or Serviced Loan
Combination that is a Specially Serviced Loan or Serviced REO Loan (i) shall be performed by the Special Servicer and
not the Master Servicer, (ii) to the extent provided in this Agreement and/or the applicable Intercreditor Agreement,
shall be subject to the consent (or consultation, as applicable) of the related Directing Holder, and (iii) shall be
structured so as to be consistent with the allocation and payment priorities in the related Loan Documents and Intercreditor
Agreement, if any, such that neither the Trust as holder of the Mortgage Loan nor a holder of any related Serviced Companion
Loan gains a priority over the other such holder that is not reflected in the related Loan Documents and Intercreditor
Agreement.


 


(m)          In addition, with
respect to a Performing Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer, prior to taking action with respect
to any Major Decision (or making a determination not to take action with respect to a Major Decision) or any Special Servicer Decision,
shall refer the request to the Special Servicer, which shall process the request directly or, if mutually agreed to by the Special
Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer)


 






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process
such request. If the Master Servicer processes such request, the Master Servicer shall prepare and submit its written recommendation
and analysis to the Special Servicer with all information reasonably available to the Master Servicer that the Special Servicer
may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject
to the consultation rights of the Operating Advisor or the consent or consultation rights of the Directing Holder) to approve
or disapprove any modification, waiver or amendment that constitutes a Major Decision or Special Servicer Decision. When the Special
Servicer’s consent is required hereunder and the Master Servicer is processing the related request, such consent shall be
deemed given 15 Business Days, or such longer time period pursuant to the terms of the related Intercreditor Agreement but not
less than five (5) Business Days after the time period set forth therein for Directing Holder approval, (or in connection with
an Acceptable Insurance Default, 90 days) after receipt (unless earlier objected to) by the Special Servicer from the Master
Servicer of the Master Servicer’s written analysis and recommendation with respect to such proposed action together with
such other information reasonably required by the Special Servicer. With respect to all Specially Serviced Loans and Performing
Loans (other than Non-Serviced Mortgage Loans), the Special Servicer shall, prior to consenting to such a proposed action of the
Master Servicer relating to a Major Decision, and prior to itself taking such an action, obtain the written consent of the related
Directing Holder, which consent shall be deemed given 10 Business Days after receipt (or in connection with an Acceptable Insurance
Default, 30 days) (unless earlier objected to) by such Directing Holder of the Master Servicer’s and/or Special Servicer’s,
as applicable, written analysis and recommendation with respect to such action together with such other information reasonably
required by such Directing Holder.


 


Section 3.27          Certain
Intercreditor Matters Relating to the Serviced Loan Combinations. (a) With respect to Serviced Loan Combinations, except for
those duties to be performed by, and notices to be furnished by, the Trustee under this Agreement, the Master Servicer or the
Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the
Trust Fund as may be the obligation of the Trust, or the obligation of the master servicer or the special servicer, as applicable,
following securitization, under the related Intercreditor Agreement. 





 


(b)          The Master Servicer
shall maintain a register (the “Serviced Companion Loan Noteholder Register”) on which the Master Servicer shall
record the names and addresses of the Serviced Companion Loan Noteholders and wire transfer instructions for such Serviced Companion
Loan Noteholders from time to time, to the extent such information is provided in writing to the Master Servicer by a Serviced
Companion Loan Noteholder. Each Serviced Companion Loan Noteholder has agreed to inform the Master Servicer of its name, address,
taxpayer identification number and wiring instructions (to the extent the foregoing information is not already contained in the
related Intercreditor Agreement) and of any transfer thereof (together with any instruments of transfer). The name and address
of each initial Serviced Companion Loan Noteholder as of the Closing Date is set forth on Schedule VII hereto. The Master
Servicer shall be entitled to conclusively rely upon the information delivered by any Serviced Companion Loan Noteholder including
the identity of the controlling class representative in any related Other Securitization until it receives notice of transfer or
of any change in information.


 






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In no event shall the
Master Servicer be obligated to pay any party the amounts payable to a Serviced Companion Loan Noteholder hereunder other than
the Person listed as the applicable Serviced Companion Loan Noteholder on the Serviced Companion Loan Noteholder Register. In the
event that a Serviced Companion Loan Noteholder transfers the related Serviced Companion Loan without notice to the Master Servicer,
the Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Companion Loan and shall have
no obligation to recover and redirect such payment.


 


The Master Servicer shall
promptly provide the names and addresses of any Serviced Companion Loan Noteholder, including the identity of the controlling class
representative in any related Other Securitization, to any party hereto, any related Companion Loan Noteholder or any successor
thereto upon written request, and any such party or successor may, without further investigation, conclusively rely upon such information.
The Master Servicer shall have no liability to any Person for the provision of any such names and addresses.


 


(c)          The Directing
Holder shall not owe any fiduciary duty to the Trustee, any Master Servicer, any Special Servicer, any Certificateholder (including
the Controlling Class Representative, if applicable) or any noteholder of a Serviced Loan Combination, as applicable. The Directing
Holder will not have any liability to the Certificateholders (including the Controlling Class Representative, if applicable) or
any other noteholder of a Serviced Loan Combination, as applicable, for any action taken, or for refraining from the taking of
any action or the giving of any consent, pursuant to this Agreement, or for errors in judgment.


 


(d)          With
respect to any Serviced Loan Combination, the Directing Holder shall be entitled to exercise the consent rights, cure rights and
purchase rights, as applicable, to the extent set forth in the applicable Intercreditor Agreement, in accordance with the terms
of the related Intercreditor Agreement and this Agreement.


 


(e)           The
Special Servicer (if any Serviced Companion Loan is a Specially Serviced Loan or has become a Serviced REO Loan) or the
Master Servicer (otherwise), as applicable, shall take all actions relating to the servicing and/or administration of, and
(subject to Section 3.13 and Section 3.17 of this Agreement and the following paragraph) the
preparation and delivery of reports and other information with respect to, the Serviced Loan Combination related to any
Serviced Companion Loan or any related Serviced REO Property required to be performed by the holder of the related Mortgage
Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by each related Intercreditor
Agreement and/or any related mezzanine intercreditor agreement existing on the Closing Date and any related Intercreditor
Agreement or mezzanine intercreditor agreement not existing on the Closing Date that is provided to the Master Servicer or
Special Servicer, as applicable. In addition notwithstanding anything herein to the contrary, the following considerations
shall apply with respect to the servicing of a Serviced Companion Loan:


 


(i)            none
of the Master Servicer, the Special Servicer or the Trustee shall make any P&I Advance with respect to the Serviced Companion
Loan; and


 






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(ii)           the
Master Servicer and the Special Servicer shall each consult with and obtain the consent of the related Serviced Companion Loan
Noteholder(s) to the extent required by the related Intercreditor Agreement.


 


The Master Servicer or
Special Servicer, as applicable, shall timely provide to each related Serviced Companion Loan Noteholder any reports or notices
required to be delivered to such Serviced Companion Loan Noteholder pursuant to the related Intercreditor Agreement (provided,
that to the extent that any Serviced Companion Loan has been included in an Other Securitization, such reports or notices required
to be delivered by the Special Servicer to any Serviced Companion Loan Noteholder shall be delivered to the controlling class representative
for such Other Securitization to the extent that the Special Servicer receives written notice of the identity of the controlling
class representative for such Other Securitization), and the Special Servicer shall reasonably cooperate with the Master Servicer
and the Master Servicer shall reasonably cooperate with the Special Servicer in preparing/delivering any such report or notice
with respect to special servicing matters.


 


If any Serviced Companion
Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within
the meaning of the Grantor Trust Provisions), then neither the Master Servicer nor the Special Servicer shall knowingly take any
action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status
of such grantor trust as a grantor trust.


 


The parties hereto acknowledge
that a Serviced Companion Loan Noteholder shall not (1) owe any fiduciary duty to the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders
for any action taken, or for refraining from the taking of any action pursuant to the related Intercreditor Agreement or the giving
of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have
confirmed its understanding that a Serviced Companion Loan Noteholder (i) may take or refrain from taking actions that favor
its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests
that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced
Companion Loan Noteholder or any of its officers, directors, employees, principals or agents as a result of such special relationships
or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest
or in the interest of its affiliates. 





 




The parties hereto recognize
and acknowledge the respective rights of each Serviced Companion Loan Noteholder under the related Intercreditor Agreement. Each
of the rights of a Serviced Companion Loan Noteholder under or contemplated by this Section 3.27(e) may be exercisable by
a designee thereof on its behalf; provided that the Master Servicer, the Special Servicer, the Certificate Administrator
and the Trustee are provided with written notice by the related Serviced Companion Loan Noteholder of such designation (upon which
such party may conclusively rely) and the contact details of the designee.


 






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Notwithstanding anything
herein or in the Intercreditor Agreement to the contrary, no direction or objection by the Serviced Companion Loan Noteholder may
require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision of any Mortgage Loan, applicable
law, this Agreement, any Intercreditor Agreement or the REMIC Provisions, including without limitation the Master Servicer’s
or Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer,
the Depositor, a Mortgage Loan Seller, the Operating Advisor, the Paying Agent, the Trust Fund, the Certificate Administrator (in
any of its capacities) or the Trustee to liability, or materially expand the scope of the Master Servicer’s or Special Servicer’s
responsibilities hereunder.


 


Any reference to servicing
any of the Mortgage Loans in accordance with any of the related Loan Documents (including the related Note and Mortgage) shall
also mean, in the case of a Serviced Loan Combination, in accordance with the related Intercreditor Agreement.


 


To the extent not otherwise
expressly included herein, any provisions required to be included herein pursuant to any Intercreditor Agreement for a Serviced
Loan Combination or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply
with those provisions as if set forth herein in full.


 


For purposes of exercising
any rights that the directing holder of the Note for any Mortgage Loan in a Serviced Loan Combination may have under the related
Intercreditor Agreement, the Directing Holder shall be the designee of the Trust, as such noteholder, and the Trustee shall, upon
request, take such actions as may be necessary under the related Intercreditor Agreement to effect such designation. The Certificate
Administrator shall provide notice of the identity of the Controlling Class Representative and/or the Directing Holder (to the
extent the Certificate Administrator has received notice of a change in the identity of the Controlling
Class Representative and/or Directing Holder), to the other parties to the related Intercreditor Agreement, to the extent the
identity and contact information of such parties to such Intercreditor Agreement are actually known to the Certificate Administrator.


 


(f)          With respect to
a Non-Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above described information in Section
3.13(c) and Section 3.13(d) hereof to the same Persons as described above in Section 3.13(c) and Section 3.13(d) and according
to the same time frames as described above in Section 3.13(c) and Section 3.13(d), with reasonable promptness following such Master
Servicer’s receipt of such information from the Other Servicer under the Other Pooling and Servicing Agreement.


 


Promptly following
the Closing Date or, as applicable, upon the receipt of notice by the Certificate Administrator of a Servicing Shift Lead
Note Securitization Date, the Certificate Administrator shall send written notice substantially in the form of Exhibit DD
hereto, accompanied by a copy of an executed version of this Agreement, with respect to each Non-Serviced Mortgage Loan to
each applicable Other Servicer, Other Special Servicer and Other Trustee stating that, as of the Closing Date, the Trustee is
the holder of the applicable Non-Serviced Mortgage Loan and directing each such recipient to remit to the Master Servicer no
later than one (1) Business Day after each Determination Date all amounts payable to, and


 






    	-301-



    	 



    

 


to
forward, deliver or otherwise make available, as the case may be, to the Master Servicer no later than one (1) Business Day after
each Determination Date all reports, statements, documents, communications and other information that are to be forwarded, delivered
or otherwise made available to, the holder of the applicable Non-Serviced Mortgage Loan under the related Intercreditor Agreement
and Other Pooling and Servicing Agreement. Such notice shall also provide contact information for the Certificate Administrator,
the Trustee, the Master Servicer, the Special Servicer, the Directing Holder, the 17g-5 Information Provider and the Rating Agencies.


 


With respect to a Non-Serviced
Mortgage Loan, if the applicable Other Servicer, Other Special Servicer or Other Trustee shall be replaced in accordance with the
terms of the related Other Pooling and Servicing Agreement, promptly upon notice thereof, the applicable party to this Agreement
that receives such notice shall, upon request, acknowledge such successor as the successor to the Other Servicer, Other Special
Servicer or Other Trustee, as the case may be.


 


With respect to each
Serviced Loan Combination, the Master Servicer or the Special Servicer, as applicable, shall provide each Companion Loan Noteholder
and, if applicable, related Non-Directing Holder (or its designee or representative), within the same time frame and to the same
extent it is required to provide such information and materials to the Certificateholders or the Directing Holder, as applicable,
hereunder with (1) copies of each financial statement received by the Master Servicer pursuant to the terms of the related Loan
Documents, (2) copies of any notice of default sent to the Borrower and (3) subject to the terms of the Loan Documents, copies
of any other documents or information relating to the Serviced Loan Combination (including, without limitation, property inspection
reports, loan servicing statements, Borrower requests and asset status reports) that the Master Servicer delivers to the related
Directing Holder and copies of any other notice, information or report that it is required to provide to the Directing Holder pursuant
to this Agreement with respect to
any Major Decision or with respect to any “major decisions” or “major actions” as set forth in the related
Intercreditor Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced
Loan Combination. Any copies to be furnished by the Master Servicer or the Special Servicer may be furnished by hard copy or electronic
means.


 


Section 3.28         Directing
Holder Contact with the Master Servicer and the Special Servicer. Each of the Master Servicer and the Special Servicer
shall, not more frequently than once per month, without charge, make a knowledgeable Servicing Officer via telephone
available during normal business hours to verbally answer questions from the Directing Holder (for so long as no Consultation
Termination Event has occurred and is continuing) and the Operating Advisor (for so long as a Control Termination Event has
occurred and is continuing) regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the
Master Servicer or the Special Servicer, as the case may be, is responsible.


  


Section 3.29          Controlling
Class Certificateholders and the Controlling Class Representative; Certain Rights and Powers of the Directing
Holder. (a) Each Certificateholder and Beneficial Owner of a Control Eligible Certificate is hereby deemed to have
agreed by


 






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virtue
of its purchase of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to
the Certificate Registrar and to notify the Certificate Registrar of the transfer of any Control Eligible Certificate (or the
beneficial ownership of any Control Eligible Certificate), the selection of a Controlling Class Representative or the resignation
or removal thereof. Any such Certificateholder (or Beneficial Owner) or its designee at any time appointed Controlling Class Representative
is hereby deemed to have agreed by virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership interest
in a Control Eligible Certificate) to notify the Certificate Registrar and the other parties to this Agreement when such Certificateholder
(or Beneficial Owner) or designee is appointed Controlling Class Representative and when it is removed or resigns. Upon receipt
of such notice, the Certificate Registrar shall notify the Special Servicer, the Master Servicer, the Certificate Administrator,
the Depositor, the Operating Advisor, the Trustee and each Serviced Companion Loan Noteholder of the identity of the Controlling
Class Representative, any resignation or removal thereof and/or any new Holder or Beneficial Owner of a Control Eligible
Certificate.


 


On the Closing Date,
the initial Controlling Class Representative shall deliver electronically a certification substantially in the form of Exhibit
L-1G pursuant to the second paragraph of Section 11.05 to this Agreement to the Depositor (which shall be deemed delivered
to each addressee thereto upon delivery to the Depositor). Upon the resignation or removal of the existing Controlling Class Representative,
any successor Controlling Class Representative shall also deliver a certification substantially in the form of Exhibit L-1G
in accordance with the first paragraph of Section 11.05 of this Agreement prior to being recognized as the new Controlling Class
Representative.


 


In addition, upon the
request of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor, as
applicable, the Certificate Registrar shall promptly (but no later than five (5) Business Days after such request) provide to
the requesting party the identity of the then-current Controlling Class and a list of the Holders of Certificates of the Controlling
Class. However, if any Controlling Class Certificateholder is listed as being the Depository, then the Certificate Administrator
shall promptly (but in no event more than five (5) Business Days following such request) request from the Depository, the list
of Beneficial Owners of the Controlling Class, and the Certificate Administrator shall provide such list to the requesting party
promptly upon receipt; provided, that, if any Controlling Class Certificateholder is listed as the Depository and
the Certificate Administrator has actual knowledge of the identity of the related Beneficial Owner, then the Certificate Administrator
shall include such Beneficial Owner in the list provided to any requesting party pursuant to first sentence of this paragraph.
The Master Servicer, the Special Servicer, the Trustee and the Operating Advisor shall be entitled to conclusively rely on any
such information so provided. Any expenses incurred in connection with obtaining such information shall be at the expense of the
requesting party, except that if (i) such expenses arise in connection with an event as to which the Directing Holder (or
Controlling Class Representative) has review, consent or consultation rights with respect to an action taken by, or report prepared
by, the requesting party pursuant to this Agreement or in connection with a request made by the Operating Advisor in connection
with its obligation under this Agreement to deliver a copy of the Operating Advisor Annual Report to the Controlling Class Representative
and (ii) the requesting party has not been notified of the identity of the


 






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Directing
Holder (or Controlling Class Representative) or reasonably believes that the identity of the Directing Holder (or Controlling
Class Representative) has changed, then such expenses shall be at the expense of the Trust.


 


To the extent the Master
Servicer has actual knowledge of any change in the identity of a Holder (or Beneficial Owners) of the Controlling Class, then the
Master Servicer shall promptly notify the Trustee, the Certificate Administrator, the Operating Advisor and the Special Servicer
thereof, who may rely conclusively on such notice from the Master Servicer.


 


(b)          Once a Controlling
Class Representative has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Certificate Registrar, the Operating Advisor, the Paying Agent and each other Certificateholder (or Beneficial
Owner, if applicable) shall be entitled to rely on such selection unless the Majority Controlling Class Certificateholders
or such Controlling Class Representative shall have notified the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, the Paying Agent and each other Controlling Class Certificateholder, in writing, of
the resignation of such Controlling Class Representative or the selection of a new Controlling Class Representative. Upon the resignation
of a Controlling Class Representative, the Certificate Administrator shall request the Controlling Class Certificateholders
to select a new Controlling Class Representative.


 


(c)          Until it receives
notice to the contrary, each of the Master Servicer, the Special Servicer, the Paying Agent, the Certificate Administrator, the
Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the
Controlling Class Certificateholder and the Controlling Class Representative.


 


(d)          The Master Servicer,
Special Servicer, Trustee or Operating Advisor shall be entitled to request that the Certificate Administrator provide, and the
Certificate Administrator
shall promptly (but no later than five (5) Business Days after such request) provide (i) for so long as no Consultation Termination
Event has occurred and is continuing, the identity of the Controlling Class Representative and, to the extent reasonably available,
a list of Controlling Class Certificateholders, including names and addresses and (ii) confirmation as to whether a Control
Termination Event or Consultation Termination Event has occurred in the 12 months preceding any such request or any other period
specified in such request. In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of
a new Controlling Class Representative or the existence of a new Controlling Class Certificateholder, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer. Further, the Certificate Administrator
shall post a “special notice” on the Certificate Administrator’s Website within 10 days of its determination
of the commencement or cessation of any Consultation Termination Event or Control Termination Event.


 


At any time the Majority
Controlling Class Certificateholders direct the Certificate Administrator in writing to hold an election for a Controlling
Class Representative, the Certificate Administrator shall hold such election as soon as practicable at the expense of such requesting
Certificateholders.


 






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(e)     
     If to the extent the Certificate Administrator determines that a Class of Book-Entry
Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such
Class (through the Depository) of such event.


 


(f)       
   Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the
Directing Holder may have special relationships and interests that conflict with those of Holders of one or more Classes of
Certificates or Companion Loan Noteholders; (ii) the Directing Holder may act solely in the interests of the Holders of
the Controlling Class (or, in the case of a Loan Combination, in the interests of one or more Companion Loan Noteholders);
(iii) the Directing Holder does not have any liability or duties to the Holders of any Class of Certificates other than
the Controlling Class; (iv) the Directing Holder may take actions that favor the interests of the Directing Holder or one
or more Classes of the Certificates including the Holders of the Controlling Class (or, in the case of a Loan Combination,
one or more Companion Loan Noteholders) over the interests of the Holders of one or more Classes of Certificates and other
Companion Loan Noteholders; and (v) the Directing Holder shall have no liability whatsoever to any Certificateholder,
the Trust, any Companion Loan Noteholder any party hereto or any other Person (including any Borrower under a Mortgage Loan)
for having so acted as set forth in clauses (i) through (iv) of this paragraph, and no Certificateholder or Companion
Loan Noteholder may take any action whatsoever against the Directing Holder or any director, officer, employee, agent or
principal thereof for having so acted.


 


(g)          The Certificate
Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business Days of a request
from the Master Servicer, Special Servicer, Trustee, the Operating Advisor, the Certificate Administrator or any Certificateholder
and provide such information to the requesting party.


 



Section 3.30          No
Downgrade Confirmation. (a) Notwithstanding the terms of any related Loan Documents or other provisions of this
Agreement, if any action under any Loan Documents or this Agreement requires a No Downgrade Confirmation as a condition
precedent to such action, if the party (the “Requesting Party”) attempting to obtain such No Downgrade
Confirmation from each Rating Agency has made a request to any Rating Agency for such No Downgrade Confirmation and, within
10 Business Days of the No Downgrade Confirmation request being posted to the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is
neither reviewing such request nor waiving the requirement for No Downgrade Confirmation, then (i) such Requesting Party
shall (without providing notice to the 17g-5 Information Provider) confirm that the applicable Rating Agency has received the
No Downgrade Confirmation request, and, if it has not, promptly request the related No Downgrade Confirmation again and
(ii) if there is no response to either such No Downgrade Confirmation request within 5 Business Days of such second
request or such Rating Agency has responded in a manner that indicates it is neither reviewing such request nor waiving the
requirement for No Downgrade Confirmation, (x) with respect to any such condition in any Loan Document requiring such No
Downgrade Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than
as set forth in clause (y) or (z) below), the Requesting Party (or, if the Requesting Party is the related


 






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Borrower,
then the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans and Serviced REO Loans), as applicable) shall determine, in accordance with its duties under this Agreement and in accordance
with the Servicing Standard, whether or not such action would be in the best interests of the Certificateholders and, in the case
of a Serviced Loan Combination, Certificateholders and any holder of the related Serviced Companion Loan (as a collective whole
as if such Certificateholders and Serviced Companion Loan holders constituted a single lender (and with respect to any Serviced
Loan Combination with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion
Loan)), and if the Requesting Party (or, if the Requesting Party is the related Borrower, then the Master Servicer or the Special
Servicer, as applicable) determines that such action would be in the best interest of such parties, then the requirement for a
No Downgrade Confirmation shall be deemed not to apply, (y) with respect to a replacement of the Master Servicer or Special
Servicer, such condition shall be deemed to be satisfied if (i)(a) the applicable replacement master servicer or special servicer,
as applicable, confirms in writing that it was appointed to act as the master servicer or special servicer 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 (b) Moody’s has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification,
downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or
withdrawal) of securities rated by Moody’s in any other commercial mortgage-backed securities transaction serviced by the
applicable servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency; (ii) the applicable
replacement is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the
special servicer), if Fitch is the non-responding Rating Agency; or (iii) the applicable replacement master servicer or special
servicer, as applicable, confirms in writing that KBRA 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, if KBRA is the non-responding Rating Agency, and (z) with
respect to a replacement of or successor to the Operating Advisor, in any circumstance where a No Downgrade Confirmation is required
with respect to such successor operating advisor, such condition will be deemed to be waived with respect to any non-responding
Rating Agency so long as such Rating Agency has not cited concerns regarding the replacement operating advisor as the sole or
material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securities transaction with respect
to which the replacement operating advisor acts as trust advisor or operating advisor prior to the time of determination.


 


Any No Downgrade
Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the
No Downgrade Confirmation request, and
shall contain all back-up material necessary for the Rating Agency to process such request. Such written No Downgrade Confirmation
request 


 






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shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.14(d) of this Agreement.








 


Promptly following the
Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.30(a) following
any requirement to obtain a No Downgrade Confirmation being considered satisfied, the Master Servicer or Special Servicer, as the
case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item
at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance
with Section 3.14(d) of this Agreement.


 


(b)          Notwithstanding
anything to the contrary in this Section 3.30, for purposes of the provisions of any Loan Document relating to defeasance
(including without limitation the type of collateral acceptable for use as defeasance collateral), release or substitution of any
collateral, any No Downgrade Confirmation requirement in the Loan Documents with respect to which the Master Servicer or Special
Servicer would have been required to make the determination described in Section 3.30(a) shall be deemed not to apply regardless
of any such determination by the Requesting Party (or, if the Requesting Party is the related Borrower, the Master Servicer (with
respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and Serviced REO Loans),
as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) shall
in any event review the other conditions required under the related Loan Documents with respect to such defeasance, release or
substitution and confirm to its satisfaction in accordance with the Servicing Standard that such conditions (other than the requirement
for a No Downgrade Confirmation) have been satisfied.


 



(c)          For all other
matters or actions not specifically discussed in Section 3.30(a) above, the applicable Requesting Party shall deliver a No
Downgrade Confirmation from each Rating Agency.


 


(d)          Notwithstanding
the terms of the related Loan Documents, the other provisions of this Agreement or the applicable Intercreditor Agreement, with
respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to the
servicing and administration of the related Loan Combination or any related REO Property (including, but not limited to, any action
related to the replacement of the Master Servicer or Special Servicer) (the “Relevant Action”) requires delivery
of a No Downgrade Confirmation as a condition precedent to such action pursuant to this Agreement and the related Other Pooling
and Servicing Agreement, then, except as set forth below in this paragraph, such action shall also require delivery of a Serviced
Companion Loan No Downgrade Confirmation as a condition precedent to such action from each related Serviced Companion Loan Rating
Agency. Each Serviced Companion Loan No Downgrade Confirmation shall be sought by the Master Servicer or Special Servicer, as applicable,
depending on whichever such party is seeking the corresponding No Downgrade Confirmation(s) in connection with the Relevant Action.
The requirement to obtain a Serviced Companion Loan No Downgrade Confirmation with respect to any Serviced Companion Loan Securities
will be subject to, will be permitted to be waived by the Master Servicer and the


 






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Special
Servicer on, and will be deemed not to apply on, the same terms and conditions applicable to obtaining No Downgrade
Confirmations, as set forth in this Agreement; provided that the Master Servicer or Special Servicer, as applicable,
depending on which is seeking the subject Serviced Companion Loan No Downgrade Confirmation, shall forward to one or more of
its counterparts (i.e., the Other Servicer or Other Special Servicer, as applicable), the Other 17g-5 Information Provider,
or such other party or parties as are agreed to by the Master Servicer or the Special Servicer, as applicable, and the
applicable parties for the related Other Securitization, at the expense of the Other Securitization to the extent not borne
by the related Borrower, and in such format as the sender and recipient may reasonably agree, (i) the request for such
Serviced Companion Loan No Downgrade Confirmation, (ii) all materials forwarded to the 17g-5 Information Provider under this
Agreement in connection with seeking the No Downgrade Confirmation(s) for the applicable Relevant Action at approximately the
same time that such materials are forwarded to the 17g-5 Information Provider, and (iii) any other materials that the
applicable Serviced Companion Loan Rating Agency may reasonably request in connection with such Serviced Companion Loan No
Downgrade Confirmation promptly following receipt of such request from the Other Certificate Administrator.


 


The Certificate Administrator
shall, promptly following receipt of written request from the Master Servicer or the Special Servicer, as applicable, provide to
the Master Servicer or the Special Servicer, as applicable, the contact information for the Other Servicer, the Other Special Servicer,
the Other Certificate Administrator, the Other Trustee and the Other 17g-5 Information Provider for the Other Securitization, solely
to the extent known to it.



 


Section 3.31         Appointment
and Duties of the Operating Advisor.


 


(a)      
    Park Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor.


 


(b)   
       The Operating Advisor, as an independent contractor, shall review the Special
Servicer’s operational practices in respect of Specially Serviced Loans, consult, in certain circumstances with the
Special Servicer and perform each other obligation of the Operating Advisor as set forth in this Agreement solely on behalf
of the Trust Fund and in the best interest of, and for the benefit of, the Certificateholders (as a collective whole as if
such Certificateholders and, with respect to any Serviced Loan Combination, the related Serviced Pari Passu Companion
Loan Noteholder(s) constituted a single lender), and not any particular Class of Certificateholders (as determined by the
Operating Advisor in the exercise of its good faith and reasonable judgment) (the “Operating Advisor
Standard”). The Operating Advisor shall not owe any fiduciary duty to the Master Servicer, the Special Servicer or
any other Person in connection with this Agreement. By purchasing a Certificate, Certificateholders are deemed to
acknowledge and agree that there could be multiple strategies to resolve any Specially Serviced Loan and that the goal of the
Operating Advisor’s participation is to provide additional oversight relating to the Special Servicer’s
compliance with the Servicing Standard in making its determinations as to which strategy to execute.


 


(c)       
   With respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans and Servicing Shift Mortgage Loans)
and Serviced Loan Combination (other than 


 



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Servicing
Shift Loan Combinations), if no Control Termination Event has occurred and is continuing, the Operating Advisor shall:


 


(i)      
     promptly review all information available to Privileged Persons on the Certificate
Administrator’s Website relevant to the Operating Advisor’s obligations under this Agreement;


  


(ii)            promptly
review each Final Asset Status Report; and


 


(iii)           review
any Appraisal Reduction Amount and net present value calculations pursuant to Section 3.31(e) of this Agreement.


 


(d)           With
respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans and Servicing Shift Mortgage Loans) and Serviced Loan Combination
(other than Servicing Shift Loan Combinations), while a Control Termination Event has occurred and is continuing, the Operating
Advisor shall:


 


(i)            consult
(on a non-binding basis) with the Special Servicer in connection with any Major Decision pursuant to Section 6.07 of this
Agreement;


 


(ii)            review,
recalculate and verify the accuracy of any Appraisal Reduction Amount and net present value calculations pursuant to Section 3.31(f)
of this Agreement;


 



(iii)           in
connection with the preparation of the Operating Advisor Annual Report (defined below), review, in accordance with the Operating
Advisor Standard, the Special Servicer’s operational practices on a Platform-Level Basis in respect of Specially Serviced
Loans in order to formulate an opinion in accordance with the Operating Advisor Standard as to whether or not those operational
practices generally satisfy the Servicing Standard with respect to the resolution and/or liquidation of the Specially Serviced
Loans;


 


(iv)          within
120 days of the end of the prior calendar year (if any such Mortgage Loans (other than Non-Serviced Mortgage Loans and Servicing
Shift Mortgage Loans) or Serviced Loan Combination (other than Servicing Shift Loan Combinations) were Specially Serviced Loans
during the prior calendar year), deliver an annual report setting forth the Operating Advisor’s assessment of the Special
Servicer’s performance of its duties under this Agreement on a Platform-Level Basis with respect to the resolution and liquidation
of Specially Serviced Loans during the prior calendar year (the “Operating Advisor Annual Report”) to the Master
Servicer, the Trustee, the Certificate Administrator (who shall promptly post such Operating Advisor Annual Report on the Certificate
Administrator’s Website), the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who
shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement).
Each Operating Advisor Annual Report shall be substantially in the form of Exhibit X of this Agreement (which form
may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance of such form
with the terms and provisions of this Agreement) and shall be based on the


 






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Operating
Advisor’s review of any annual compliance statement and any assessment of compliance delivered to the Operating
Advisor pursuant to Section 10.11 of this Agreement, as applicable, any attestation report delivered to the Operating
Advisor pursuant to Section 10.13 of this Agreement, any Asset Status Report, other information (other than any
communications between the Directing Holder and the Special Servicer that would be Privileged Information) delivered to the
Operating Advisor by the Special Servicer and oral communications with the Special Servicer (the foregoing, the
“Performance Assessment Information”); provided that in no event shall the information or any other
content included in the Operating Advisor Annual Report contravene any provision of this Agreement. Subject to the
restrictions in this Agreement, including, without limitation, Section 3.31(b) of this Agreement, each such Operating
Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from
the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially
Serviced Loans and (B) comply with all of the confidentiality requirements applicable to the Operating Advisor described
in this Agreement. Promptly upon receipt of each Operating Advisor Annual Report, the Certificate Administrator shall post
such Operating Advisor Annual Report on the Certificate Administrator’s Website. Each of the Special Servicer and the
Directing Holder (for so long as no Consultation Termination Event has occurred and is continuing) shall be given an
opportunity to review any Operating Advisor Annual Report at least five Business Days prior to its delivery to the
Trustee and the Certificate Administrator; provided, that the Operating Advisor shall have no obligation to consider
any comments to such Operating Advisor Annual Report that are provided by the Special Servicer or Directing Holder.
Notwithstanding anything in this Agreement to the contrary (i) the Operating Advisor’s assessment of the Special
Servicer’s performance shall be based on the provisions of this Agreement, (ii) so long as LNR Partners, LLC is acting
as Special Servicer, it shall not be required to provide its written policies and procedures to the Operating Advisor, except
that, in the event the Operating Advisor’s assessment determines that the Special Servicer has not materially performed
its obligations under this Agreement with respect to a particular Mortgage Loan, and LNR Partners, LLC rebuts or defends such
assessment based upon its compliance with its written policies and procedures, LNR Partners, LLC shall produce to the
Operating Advisor the relevant portions of LNR Partners, LLC’s written policies and procedures, and (iii) the Operating
Advisor’s assessment may not take into account the fact that the Operating Advisor did not have access to the LNR
Partners, LLC written policies and procedures. Nothing set forth herein shall limit or affect the scope of the Operating
Advisor’s platform level review in connection with its preparation of the Operating Advisor Annual Report, provided
that the Operating Advisor’s access to or reliance upon LNR Partners LLC’s written policies and procedures shall
be subject to terms of the immediately preceding sentence. Notwithstanding the foregoing, no Operating Advisor Annual Report
shall be required from the Operating Advisor with respect to the Special Servicer if during the prior calendar year no Asset
Status Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or Serviced REO Property.


 


(e)          With respect to
each Mortgage Loan (other than Non-Serviced Mortgage Loans and Servicing Shift Mortgage Loans) and Serviced Loan Combination (other
than


 






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Servicing
Shift Loan Combinations), if no Control Termination Event has occurred and is continuing, the Special Servicer will forward
any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination of what
course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor
after such calculations have been finalized. The Operating Advisor shall review such calculations but may not opine on, or
otherwise call into question, such Appraisal Reduction Amount and/or net present value calculations (except that if the
Operating Advisor discovers a mathematical error contained in such calculations, then the Operating Advisor shall notify the
Special Servicer and (so long as no Consultation Termination Event has occurred and is continuing) the Controlling Class
Representative (other than with respect to Excluded Mortgage Loans) of such error).


 


(f)          With respect to
each Mortgage Loan (other than Non-Serviced Mortgage Loans and Servicing Shift Mortgage Loans) and Serviced Loan Combination (other
than Servicing Shift Loan Combinations), while a Control Termination Event has occurred and is continuing, after the calculation
but prior to the utilization by the Special Servicer of any of the calculations related to (A) Appraisal Reduction Amounts
or (B) net present value, the Special Servicer shall forward such calculations, together with any supporting material or additional
information necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to
confirm the mathematical accuracy of such calculations, but not including any Privileged Information), to the Operating Advisor
promptly, but in any event no later than 2 Business Days after finalizing the preparation of such calculations, and the
Operating Advisor shall promptly, but no later than 3 Business Days after receipt of such calculations and any supporting or additional
materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portion of the applicable formulas required to be utilized in connection with any such calculation.


 


In connection with this
Section 3.31(f), if the Operating Advisor does not agree with the mathematical calculations or the application of the applicable
non-discretionary portions of the formulas required to be utilized for such calculation, the Operating Advisor and Special Servicer
shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formulas in arriving at those mathematical calculations or any disagreement within 5 Business Days of delivery
of such calculations to the Operating Advisor. If the Operating Advisor and Special Servicer are not able to resolve such inaccuracies
or disagreement prior to the end of such 5 Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator
of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the
Special Servicer and the Operating Advisor and shall determine which calculation is to apply. In making such determination, the
Certificate Administrator may hire an independent third-party to assist with any such calculation at the expense of the Trust and
shall be entitled to conclusively rely on such third party’s determination (provided such third party has been selected with
reasonable care by the Certificate Administrator).


 


(g)          Subject to the
requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating


 






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Advisor
shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with the terms of Section 4.02(c)
of this Agreement.


 


(h)          The
Operating Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information to
any Person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent
expressly required by this Agreement, to the other parties to this Agreement with a notice indicating that such information
is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this Agreement that receives
Privileged Information from the Operating Advisor with a notice stating that such information is Privileged Information shall
not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer, the
Controlling Class Representative and the Directing Holder other than pursuant to a Privileged Information Exception.


 


(i)           On each Servicer
Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee from amounts on deposit in the Collection
Account pursuant to Section 3.06 of this Agreement, as applicable. In addition, the Operating Advisor Consulting Fee shall
be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has consultation rights.
Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.06 of this Agreement, but with respect to the Operating Advisor Consulting Fee only to the
extent such Operating Advisor Consulting Fee is actually
received from the related Borrower. When the Operating Advisor has consultation rights with respect to a Major Decision under
this Agreement, the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable efforts consistent
with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Borrower in connection
with such Major Decision, but only to the extent not prohibited by the related Loan Documents. The Master Servicer or Special
Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Borrower
if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master
Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting
Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall
consult with the Operating Advisor prior to any such waiver or reduction.


 


(j)             The Operating
Advisor may resign from its obligations and duties under this Agreement, without payment of any penalty, at any time when the Certificate
Balances of the Classes of Certificates senior to the Class F Certificates have been reduced to zero. No successor operating advisor
will be required to be appointed in connection with, or as a condition to, such resignation.


 


Section 3.32        Delivery
of Excluded Information to the Certificate Administrator.


 


(a)          Any Excluded Information
that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator
for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or
such other electronic means as is mutually acceptable to the parties) in one or more


 






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separate
files labeled “Excluded Information” followed by the applicable loan name and loan file to
cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that is not appropriately labeled and
delivered in accordance with this Section 3.32 shall not be separately posted as Excluded Information on the Certificate
Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator
pursuant to this Section shall be posted on the Certificate Administrator’s Website under the “Excluded
Information” section, as provided under Section 4.02(b). When so posted, Excluded Controlling Class Holders
shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling Class Mortgage Loans on
the Certificate Administrator’s Website (unless loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class
Mortgage Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations
to separately label and deliver any Excluded Information in accordance with this Section 3.32 until such party has received
written notice with respect to the related Excluded Controlling Class Mortgage Loan in the form of Exhibit L-1E to
this Agreement. The Controlling Class Representative or any Controlling Class Certificateholder shall be entitled to request,
receive and review any Excluded Information relating to any Excluded Controlling Class Mortgage Loan with respect to which
the Controlling Class Representative or such Controlling Class Certificateholder is not a Borrower Party and, if such
Excluded Information is not available on the Certificate Administrator’s Website, such Controlling Class Representative
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class
Mortgage Loan shall be permitted to obtain such information in accordance with Section 3.14(c).


 


Section 3.33          Certain
Matters with Respect to Joint Mortgage Loans.


 


(a)          If a Mortgage
Loan Seller of a Joint Mortgage Loan (a “Repurchasing Seller”) repurchases,
or substitutes for, the Note(s) (as such term is defined in this Section 3.33(a)) (a “Repurchased
Note”) related to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller of
such Joint Mortgage Loan does not repurchase, or substitute for, the Note(s) related to such Joint Mortgage Loan that it sold to
the Depositor, the provisions of this Section 3.33 shall apply prior to the adoption, pursuant to Section 11.08, of any
amendment to this Agreement that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant to
the terms of the related Mortgage Loan Purchase Agreement that the terms set forth in this Section 3.33 with respect to the
servicing and administration of such Joint Mortgage Loan shall apply if one or more of the Notes related to such Joint Mortgage
Loan has been repurchased or, by way of substitution, otherwise removed from the Trust and at least one other Note related to such
Joint Mortgage Loan is included in the Trust until such time as all of the Notes related to such Joint Mortgage Loan are no longer
included in the Trust. For purposes of this Section 3.33 and Section 11.08 only, “Note”
shall mean with respect to any Joint Mortgage Loan, each original promissory note that collectively represents the Note (as defined
in Article I) with respect to such Joint Mortgage Loan and shall not be a collective reference to such promissory notes.


 


(b)          Custody of and
record title under the Loan Documents with respect to the applicable Joint Mortgage Loan shall be held exclusively by the Trustee
or the Custodian as


 






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provided
under this Agreement, except that the Repurchasing Seller shall hold and retain title to its original Repurchased Note and any
related endorsements thereof.


 


(i)           All
of the Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Note shall have
priority or preference over any other portion of the other Notes or security therefor. Payments from the related Borrower
(including, without limitation, any late fees) or any other amounts received with respect to each Note shall be collected as
provided in this Agreement by the Master Servicer and shall be applied upon receipt by the Master Servicer pro rata to
each related Note based on its respective Repurchased Percentage Interest (as defined in Section 3.33(b)(ii)), subject
to Section 3.33(b)(ii). Payments or any other amounts received with respect to the related Repurchased Note shall be
held for the benefit of the applicable Repurchasing Seller and remitted (net of its pro rata share of any Master
Servicing Fees, Special Servicing Fees, Operating Advisor Fees and any other amounts due to the Master Servicer or the
Special Servicer) to the applicable Repurchasing Seller or its designee by the Master Servicer on each Distribution Date
pursuant to instructions provided by the applicable Repurchasing Seller and deposited and applied in accordance with this
Agreement, subject to Section 3.33(b)(ii). If any Joint Mortgage Loan to which this Section 3.33 applies becomes
REO Loans, payments or any other amounts received with respect to any such Joint Mortgage Loan shall be collected and shall
be applied upon receipt by the Master Servicer pro rata to each related Note based on its respective Repurchased Percentage
Interest, subject to Section 3.33(b)(ii). Any Appraisal Reduction Amounts calculated with respect to any Joint Mortgage
Loan subject to this Section 3.33 shall be allocated to each related Note pro rata based upon the respective
Stated Principal Balances thereof.


 


(ii)          If
the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due
under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Seller shall receive from the Master Servicer
an amount equal to such Repurchasing Seller’s Repurchased Percentage Interest of such payment. All expenses, losses and shortfalls
relating solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable Advances,
interest on Advances, Operating Advisor expenses, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such
fees related to the applicable Notes), shall be allocated between the holders of the related Notes pro rata based upon the
respective Stated Principal Balances thereof. In no event shall any costs, expenses, fees or any other amounts related to any Mortgage
Loan or Joint Mortgage Loan other than the applicable Joint Mortgage Loan be deducted from payments or any other amounts received
with respect to such Joint Mortgage Loan and payable to the applicable Repurchasing Seller. For purposes of Section 3.33(b)(i),
this Section 3.33(b)(ii) and Section 3.33(g), “Repurchased Percentage Interest” shall mean the percentage
interest of the applicable Mortgage Loan Seller in the applicable Joint Mortgage Loan.


 


(iii)          A
Joint Mortgage Loan to which this Section 3.33 applies shall be serviced for the benefit of the applicable Repurchasing Seller
and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the


 






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Servicing
Standard and in accordance with the provisions herein as if (A) such Joint Mortgage Loan were a Serviced Loan Combination, (B)
the related Note(s) not repurchased were (1) a Mortgage Loan serviced pursuant to this Agreement and (2) the only Mortgage Loan
that is part of such Joint Mortgage Loan, and (C) the related Repurchased Note were a Serviced Companion Loan. No Repurchasing
Seller shall be permitted to terminate the Master Servicer, the Special Servicer or the Operating Advisor as servicer, special
servicer or operating advisor, respectively, of the related Repurchased Note. All rights of the mortgagee under each such Joint
Mortgage Loan shall be exercised by the Master Servicer or the Special Servicer, on behalf of the Trust to the extent of its interest
therein and the applicable Repurchasing Seller in accordance with this Agreement.


 


(iv)          The
related Repurchasing Seller shall be treated hereunder as if it were a Serviced Companion Loan Noteholder on a pari
passu basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the applicable
Notes shall be deposited and disbursed in accordance with the provisions hereof relating to Serviced Companion Loan
Noteholders. Compensation shall be paid to the Master Servicer, the Special Servicer and the Operating Advisor with respect
to each Repurchased Note as provided in this Agreement as if each such Note were a Serviced Companion Loan. None of the
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor shall have any
obligation to make P&I Advances with respect to any Repurchased Note or, if no related Note is part of the Trust, an
Advance with respect to any Repurchased Note. Except as otherwise specified herein, the Master Servicer and the Special
Servicer shall have no reporting requirement with respect to any Repurchased Note other than to deliver to the related
Repurchasing Seller any document as is required to be delivered to a Serviced Companion Loan Noteholder hereunder.


 


(c)          If any non-repurchased
Note relating to a Joint Mortgage Loan to which this Section 3.33 applies is considered a Specially Serviced Loan, then any
related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer shall cause such related
Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Seller in accordance with the terms and
provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout Fee or Liquidation Fee payable
to the Special Servicer under this Agreement as with respect to a Serviced Companion Loan.


 


(d)          If (A) the Master
Servicer shall pay any amount to any Repurchasing Seller pursuant to the terms hereof in the belief or expectation that a related
payment has been made or will be received or collected in connection with either or both of the applicable Notes and (B) such related
payment is not received or collected by the Master Servicer, then the applicable Repurchasing Seller shall promptly on demand by
the Master Servicer return such amount to the Master Servicer. If the Master Servicer determines at any time that any amount received
or collected by the Master Servicer in respect of any Joint Mortgage Loans to which this Section 3.33 applies must be returned
to the related Borrower or paid to any other person or entity pursuant to any insolvency law or otherwise, notwithstanding any
other provision of this Agreement, the Master Servicer shall not be required to distribute any portion thereof to the related Repurchasing
Seller, and such Repurchasing Seller shall promptly on demand by the


 






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Master
Servicer repay (which obligation shall survive the termination of this Agreement) any portion thereof that the Master Servicer
shall have distributed to such Repurchasing Seller, together with interest thereon at such rate, if any, as the Master Servicer
may pay to the related Borrower or such other person or entity with respect thereto.


 


(e)          Subject
to this Agreement (including, without limitation, the consent and consultation rights of the Controlling Class
Representative and any consultation rights of the Operating Advisor), the Master Servicer or the Special Servicer, as
applicable, on behalf of the holders of any of the Repurchased Notes, shall have the exclusive right and obligation to (i)
administer, service and make all decisions and determinations regarding the related Joint Mortgage Loan and (ii) enforce the
applicable Loan Documents as provided hereunder. Without limiting the generality of the preceding sentence, the Master
Servicer or the Special Servicer, as applicable, may agree to any modification, waiver or amendment of any term of, forgive
interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing,
and/or permit the release of the related Borrower on or any guarantor of any Joint Mortgage Loan it is required to service
and administer as contemplated by this Section 3.33, without the consent of the related Repurchasing Seller, subject,
however, to the terms of this Agreement as they pertain to a Serviced Companion Loan.


 


(f)          In taking or refraining
from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be subject to the same degree
of care with respect
to the administration and servicing of the Joint Mortgage Loans to which this Section 3.33 applies as is consistent with
this Agreement; and shall be liable to any Repurchasing Seller only to the same extent as set forth herein with respect to any
holder of a Serviced Companion Loan.


 


(g)          If the Trustee,
the Master Servicer or the Special Servicer has made an Advance with respect to any Repurchased Note which would otherwise be reimbursable
to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable Advance, the applicable Repurchasing
Seller shall reimburse the Trust in an amount equal to such Repurchasing Seller’s Repurchased Percentage Interest of such
Nonrecoverable Advance with interest thereon; provided, if the Repurchasing Seller does not reimburse the Trustee, the Master
Servicer or the Special Servicer, as applicable, the Master Servicer shall reimburse the Trustee, itself and/or the Special Servicer,
as applicable, for such amounts from the Collection Account. Notwithstanding the foregoing, the applicable Repurchasing Seller
shall not be obligated to reimburse the Trustee, the Master Servicer or the Special Servicer (and amounts due to the applicable
Repurchasing Seller shall not be offset) for Advances or interest thereon or any amounts related to any Mortgage Loans or any other
Joint Mortgage Loan other than such amounts relating to the applicable Repurchased Note. To the extent that the applicable Repurchasing
Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered, the applicable Repurchasing Seller
shall receive a reimbursement from such recovery based on its Repurchased Percentage Interest of such recovery. This reimbursement
right shall not limit the Trustee’s, the Master Servicer’s or the Special Servicer’s rights to reimbursement
under this Agreement. Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing Seller
shall not exceed an amount equal to its Repurchased Percentage Interest of the amount to be reimbursed.


 






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(h)          Each Repurchasing
Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related Repurchased
Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)            The
Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Seller as a holder
of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation statements
and other documents and instruments necessary to maintain the lien created by any Mortgage or other security document related
to the applicable Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications, waivers,
amendments or consents to or with respect to the related Joint Mortgage Loan documents, and any and all instruments of satisfaction
or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related Repurchased
Note or related Repurchased Notes and the related Mortgaged Property all in accordance with, and subject to, the terms of this
Agreement. Each Repurchasing Seller agrees to furnish, or cause to be furnished, to the Master Servicer and the Special Servicer
any powers of attorney or other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the
case may be, to carry out its servicing and administrative duties under this Agreement related to the applicable Joint Mortgage
Loan; provided, however, that such Repurchasing Seller shall not be liable, and shall be indemnified by the Master Servicer or
the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Master
Servicer or the Special Servicer, as the case may be; and further provided that the Master Servicer or the Special Servicer, without
the written consent of the applicable Repurchasing Seller, shall not initiate any action in the name of such Repurchasing Seller
without indicating its representative capacity or take any action with the intent to cause and that actually causes, such Repurchasing
Seller to be registered to do business in any state.


 


(j)            Pursuant to the
related Mortgage Loan Purchase Agreement, the applicable Repurchasing Seller is required to deliver to the Master Servicer or the
Special Servicer, as applicable, the Loan Documents related to the applicable Repurchased Note, any requests for release and any
court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect
of the related Mortgaged Property or to any legal action or to enforce any other remedies or rights provided by the Note(s) or
the Mortgage(s) or otherwise available at law or equity with respect to the related Repurchased Note.


 


Article IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01         Distributions.
(a) On each Distribution Date, amounts held in the Lower-Tier Distribution Account shall be withdrawn (to the extent of the
Available Funds, including or reduced by, to the extent required by Section 3.05(e)
of this Agreement, the Withheld Amounts, plus any amount withdrawn from the Excess Liquidation Proceeds Account


 






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pursuant
to Section 3.05(i) of this Agreement) in the case of all Classes of Lower-Tier Regular Interest (such amount, the
“Lower-Tier Distribution Amount”). On each Distribution Date, distributions in respect of principal shall
be deemed to have been made on each Class of Lower-Tier Regular Interests in an amount equal to the amount of principal
actually distributed on its respective Corresponding Certificates as provided in Section 4.01(b) of this Agreement. As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Lower-Tier Principal Balance thereof.
On each Distribution Date, distributions of interest made in respect of any Class of Regular Certificates on each
Distribution Date pursuant to Section 4.01(b) or Section 9.01 of this Agreement shall be deemed to have first been
distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest set
forth in the Preliminary Statement to this Agreement; provided that each Lower-Tier Regular Interest shall be deemed
to have received distributions in respect of interest in an amount equal to the Interest Accrual Amount and
Class Interest Shortfalls in respect of the Class XP-A Strip Rate, Class XS-A Strip Rate, Class X-B Strip
Rate, Class X-C Strip Rate, Class X-D Strip Rate, Class X-E Strip Rate or Class X-F Strip Rate of its Corresponding
Component, in each case to the extent actually distributed thereon as provided in Section 4.01(b) of this Agreement; and provided, further,
that distributions of principal or reimbursement of Realized Losses and Additional Trust Fund Expenses with respect to a
Class of Certificates having more than one Corresponding Lower-Tier Regular Interest, shall be allocated sequentially to the
Corresponding Lower-Tier Regular Interests for such Class, starting with the lower Corresponding Lower-Tier Regular Interest
having the lowest alphanumeric designation. 


 


All distributions of
reimbursements of Realized Losses and Additional Trust Fund Expenses made in respect of any Class of Sequential Pay Certificates
on each Distribution Date pursuant to Section 4.01(b) of this Agreement shall be deemed to have first been distributed from
the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary
Statement to this Agreement; provided, that distributions of reimbursements of Realized Losses and Additional Trust Fund
Expenses shall be made in sequential order of the priority set forth in this Section 4.01(a) for principal distributions,
up to the amount of Realized Losses and Additional Trust Fund Expenses previously allocated to a particular Lower-Tier Regular
Interest corresponding to such Class of Certificates.


 


On each Distribution
Date, the Certificate Administrator shall apply amounts related to each Prepayment Premium and Yield Maintenance Charge then on
deposit in the Lower-Tier Distribution Account and received during or prior to the related Collection Period to the Lower-Tier
Regular Interests in proportion to the amount of principal deemed distributed to each Class of Lower-Tier Regular Interests on
such Distribution Date pursuant to this Section 4.01(a).


 


The Certificate Administrator
shall be deemed to deposit the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and any Yield Maintenance
Charges distributed to the Upper-Tier REMIC pursuant to this Section 4.01(a) into the Upper-Tier Distribution Account. Any
amount in respect of the Mortgage Pool that remains in the Lower-Tier Distribution Account on each Distribution Date after the
deemed distribution described in the preceding sentence shall be distributed to the Holders of the Class LR


 






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Certificates
with respect to the Class LTR Interest (but only to the extent of such amount for such Distribution Date remaining in the Lower-Tier
Distribution Account, if any).


 


(b)          On each Distribution
Date occurring prior to the Crossover Date, the Certificate Administrator shall withdraw from the Upper-Tier Distribution Account
the amounts deposited in the Upper-Tier Distribution Account in respect of such Distribution Date pursuant Section 4.01(a)
of this Agreement, and distribute such amount to the Holders of the Regular Certificates in the amounts and in the order of priority
set forth below:


 


(i)           First,
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class XS-A, Class X-B,
Class X-C, Class X-D, Class X-E and Class X-F Certificates, in respect of interest, up to an amount equal to, and pro rata
in accordance with, the respective aggregate Interest Accrual Amount for those Classes;


 


(ii)           Second,
to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class XS-A, Class X-B,
Class X-C, Class X-D, Class X-E and Class X-F Certificates, in respect of interest, up to an amount equal to, and pro rata
in accordance with, the respective aggregate unpaid Class Interest Shortfalls previously allocated to such Classes; 





 


(iii)          Third,
to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, in reduction of the Certificate Balances
thereof, in the following priority:


 


(A)          first,
to the Class A-SB Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount for such Distribution Date, until the Certificate Balance of such Class is reduced to the Class A-SB Planned Principal
Balance;


 


(B)          second,
to the Class A-1 Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-SB Certificates pursuant to (A) above in this clause (b)(iii))
for such Distribution Date, until the Certificate Balance of such Class is reduced to zero;


 


(C)          third,
to the Class A-2 Certificates, in reduction of Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1 and Class A-SB Certificates pursuant to (A)
and (B) above in this clause (b)(iii)) for such Distribution Date, until the aggregate Certificate Balance of such Class is
reduced to zero;


 


(D)          fourth,
to the Class A-3 Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2 and Class A-SB Certificates
pursuant to (A), (B) and (C) above in this clause (b)(iii)) for such Distribution Date, until the Certificate Balance of such
Class is reduced to zero;


 






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(E)          fifth,
to the Class A-4 Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-SB and Class A-3
Certificates pursuant to (A), (B), (C) and (D) above in this clause (b)(iii)) for such Distribution Date, until the Certificate
Balance of such Class is reduced to zero; and


 


(F)          sixth,
to the Class A-SB Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1, Class A-2, Class A-SB, Class A-3 and
Class A-4 Certificates pursuant to (A), (B), (C), (D) and (E) above in this clause (b)(iii)) for such Distribution Date, until
the Certificate Balance of such Class is reduced to zero; and


 


(iv)          Fourth,
to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, to the extent not distributed
pursuant to all prior clauses, for the unreimbursed amounts of Realized Losses, if any, an amount equal to, and pro rata
based upon, the aggregate of such unreimbursed Realized Losses previously allocated to those Classes of Certificates; 








 


(v)           Fifth,
to the Class A-M Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 


(vi)          Sixth,
to the Class A-M Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 



(vii)         Seventh,
to the Class A-M Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of
such Class is reduced to zero;


 


(viii)        Eighth,
to the Class A-M Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such
Class;


 


(ix)           Ninth,
to the Class B Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 


(x)            Tenth,
to the Class B Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 


(xi)           Eleventh,
to the Class B Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of


 






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Principal
Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


(xii)          Twelfth,
to the Class B Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such
Class;


 


(xiii)         Thirteenth,
to the Class C Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 


(xiv)         Fourteenth,
to the Class C Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 


(xv)          Fifteenth,
to the Class C Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of
such Class is reduced to zero;


 


(xvi)         Sixteenth,
to the Class C Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to the
such Class; 





 


(xvii)        Seventeenth,
to the Class D Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 



(xviii)       Eighteenth,
to the Class D Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 


(xix)          Nineteenth,
to the Class D Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of
such Class is reduced to zero;


 


(xx)          Twentieth,
to the Class D Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such
Class;


 


(xxi)         Twenty-first,
to the Class E Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 


(xxii)        Twenty-second,
to the Class E Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 






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(xxiii)       Twenty-third,
to the Class E Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount, less amounts of Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xxiv)       Twenty-fourth,
to the Class E Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such
Class;


 


(xxv)        Twenty-fifth,
to the Class F Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 


(xxvi)       Twenty-sixth,
to the Class F Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 


(xxvii)      Twenty-seventh,
to the Class F Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xxviii)      Twenty-eighth,
to the Class F Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts
of Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated
to such Class;


 



(xxix)        Twenty-ninth,
to the Class G Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 


(xxx)         Thirtieth,
to the Class G Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 


(xxxi)        Thirty-first,
to the Class G Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xxxii)       Thirty-second,
to the Class G Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such
Class;


 


(xxxiii)      Thirty-third,
to the Class H Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 






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(xxxiv)      Thirty-fourth,
to the Class H Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 


(xxxv)      Thirty-fifth,
to the Class H Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero;


 


(xxxvi)     Thirty-sixth,
to the Class H Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such
Class;


 


(xxxvii)    Thirty-seventh,
to the Class J Certificates in respect of interest, up to an amount equal to the aggregate Interest Accrual Amount of such
Class;


 


(xxxviii)   Thirty-eighth,
to the Class J Certificates in respect of interest, up to an amount equal to the aggregate unpaid Class Interest Shortfalls
previously allocated to such Class;


 


(xxxix)      Thirty-ninth,
to the Class J Certificates in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution
Amount less the amount of the Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance
of such Class is reduced to zero; 





 


(xl)           Fortieth,
to the Class J Certificates, to the extent not distributed pursuant to all prior clauses, for the unreimbursed amounts of
Realized Losses, if any, up to an amount equal to the aggregate of such unreimbursed Realized Losses previously allocated to such
Class; and


 


(xli)          Forty-first,
to the Class R Certificates, any amounts remaining in the Upper-Tier Distribution Account, and to the Class LR Certificates,
any amounts remaining in the Lower-Tier Distribution Account.


 


Notwithstanding the foregoing,
on each Distribution Date occurring on or after the Crossover Date, regardless of the allocation of principal payments described
in priority Third above, the Principal Distribution Amount for such Distribution Date will be distributed to the Class A-1,
Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, pro rata, based on their respective Certificate Balances,
in reduction of their respective Certificate Balances, until the Certificate Balance of each such Class of Certificates is reduced
to zero.



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(c)          On each Distribution
Date, following the distribution from the Lower-Tier Distribution Account in respect of the Lower-Tier Regular Interests pursuant
to Section 4.01(a) of this Agreement, the Certificate Administrator shall make distributions of any Prepayment Premiums and
Yield Maintenance Charges received in the related Collection Period from amounts deposited in the Upper-Tier Distribution Account
pursuant to Section 3.05(f) of this Agreement, as follows:


 


Prepayment Premiums and
Yield Maintenance Charges received with respect to the Mortgage Loans shall be distributed to the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates in
an amount equal to, in the case of each such Class, the product of (a) a fraction, not greater than one, the numerator
of which is the amount distributed as principal to such Class on such Distribution Date, and whose denominator is the total amount
distributed as principal to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B,
Class C, Class D and Class E Certificates on such Distribution Date, (b) the Base Interest Fraction for the related
Principal Prepayment and such Class of Certificates and (c) the aggregate amount of the Prepayment Premiums or the Yield Maintenance
Charges, as applicable, collected on such Principal Prepayment during the related Collection Period.


 


Any Yield Maintenance
Charges or Prepayment Premiums collected during the related Collection Period remaining after such distributions described in the
preceding paragraphs (the “IO Group YM Distribution Amount”) shall be allocated and distributed in the following
manner:


 


(i)            to
the Class XS-A Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate
amount of principal distributed on the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-M
Certificates on such Distribution Date and the denominator of which is the total Principal Distribution Amount for such Distribution
Date, multiplied by (b) the IO Group YM Distribution Amount; 





 


(ii)            to
the Class X-B Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate
amount of principal distributed on the Class B and Class C Certificates on such Distribution Date and the denominator
of which is the total Principal Distribution Amount for such Distribution Date, multiplied by (b) the IO Group YM Distribution
Amount;


 


(iii)          to
the Class X-C Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate
amount of principal distributed on the Class D and Class E Certificates on such Distribution Date and the denominator of which
is the total Principal Distribution Amount for such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;


 


(iv)          to
the Class X-D Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the amount
of principal distributed on the Class F Certificates on such Distribution Date and the denominator of which is the total


 






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Principal
Distribution Amount for such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;


 


(v)   
       to the Class X-E Certificates, in an amount equal to the product of (a) a
fraction, the numerator of which is the aggregate amount of principal distributed on the Class G and Class H
Certificates on such Distribution Date and the denominator of which is the total Principal Distribution Amount for such
Distribution Date, multiplied by (b) the IO Group YM Distribution Amount; and


 


(vi)          to
the Class X-F Certificates, the IO Group YM Distribution Amount remaining after such distribution to the holders of the Class XS-A,
Class X-B, Class X-C, Class X-D and Class X-E described in clauses (i), (ii), (iii), (iv) and (v) above.


 


(d)      
    On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Excess
Liquidation Proceeds Account (or sub-account thereof) and shall distribute such amounts in the following manner:


 


(i)             (A) from
amounts in the Excess Liquidation Proceeds Account allocable to a Mortgage Loan (other than a Mortgage Loan related to a Serviced
Loan Combination), to reimburse the Holders of the Regular Certificates (other than any Class of Class X Certificates) in accordance
with Section 4.01(b), up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated
to them and unreimbursed after application of Available Funds for such Distribution Date; and (B) from amounts in the Excess
Liquidation Proceeds Account allocable to the Serviced Loan Combinations, first, in accordance with the terms of the related
Intercreditor Agreement, and then, to the extent allocated to the related Mortgage Loan, pursuant to the terms of such
Intercreditor Agreement, to reimburse the Holders of the Regular Certificates (other than any Class of Class X Certificates),
up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to them and unreimbursed
after application of Available Funds for such Distribution Date; and 





 


(ii)          any
amounts remaining in the Excess Liquidation Proceeds Account after such distributions on any Distribution Date that (A) are
allocable to the Mortgage Loans, shall be held and maintained in such account and applied to offset future Realized Losses and
Additional Trust Fund Expenses from time to time; and (B) are allocable to the Serviced Companion Loans, shall be remitted
within one Business Day after each such Distribution Date by the Certificate Administrator to the Master Servicer (which shall
remit to the Serviced Companion Loan Noteholders in accordance with Section 3.05(h)). On any Distribution Date, amounts held
in the Excess Liquidation Proceeds Account (other than amounts allocable to any related Serviced Companion Loan
pursuant to the terms of any related Intercreditor Agreement) that exceed amounts reasonably required, as determined by the Certificate
Administrator, to offset future Realized Losses and Additional Trust Fund Expenses shall be distributed to the Holders of the
Class LR Certificates (in respect of the Class LTR Interest) and upon termination of the Trust Fund, any amounts remaining in
the Excess Liquidation Proceeds Account (other than amounts allocable to any related Serviced Companion 


 






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Loan pursuant to the terms
of any related Intercreditor Agreement) shall be distributed by the Certificate Administrator to the Class LR Certificates
(in respect of the Class LTR Interest). Amounts paid with respect to the Mortgage Loans from the Excess Liquidation Proceeds Account
pursuant to the preceding clauses (i) and (ii) shall first be deemed to have been distributed to the Lower-Tier Regular
Interests in reimbursement of Realized Losses and Additional Trust Fund Expenses previously allocated thereto in the same manner
as provided in Section 4.01(a) of this Agreement. Amounts paid from the Excess Liquidation Proceeds Account will not reduce
the Certificate Balances of any Class of Regular Certificates receiving such distributions.


 


(e)          On
each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01(b), the
Certificate Administrator shall calculate the amount, if any, of Realized Losses. Any allocation of Realized Losses to any Class
of Regular Certificates (other than any Class of Class X Certificates) shall be made by reducing the Certificate Balance thereof
by the amount so allocated. Any Realized Losses so allocated to any Class of Regular Certificates (other than any Class of Class
X Certificates) shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced
thereby. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust
Fund. Reimbursement of previously allocated Realized Losses will not constitute distributions of principal for any purpose and
will not result in an additional reduction in the Certificate Balance of the Class of Certificates in respect of which any such
reimbursement is made. To the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections
on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on
the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Classes of Regular Certificates
(other than any Class of Class X Certificates) that previously were allocated Realized Losses, first, to the Class A-1,
Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, pro rata, based on their respective Certificate
Balances, and then, to the remainder of the Regular Certificates (other than any Class of Class X Certificates) in sequential
order, in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Certificates. If the Certificate
Balance of any Class of Certificates is so increased, the amount of unreimbursed Realized Losses of such Class of Certificates
shall be decreased by such amount.


 


The Certificate Balances
of each Class of Regular Certificates (other than any Class of Class X Certificates) will be reduced without distribution on any
Distribution Date as a write-off to the extent of any Realized Losses allocated to such Class of Certificates with respect to such
date. Any such write-offs will be applied to the Classes of Regular Certificates (other than any Class of Class X Certificates)
in the following order, in each case until the Certificate Balance of such Class is reduced to zero: first, to the Class J
Certificates; second, to the Class H Certificates; third, to the Class G Certificates; fourth, to
the Class F Certificates; fifth, to the Class E Certificates; sixth, to the Class D Certificates; seventh,
to the Class C Certificates; eighth, to the Class B Certificates; ninth, to the Class A-M Certificates; and finally,
to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, pro rata, based on their respective
Certificate Balances. Any amounts recovered in respect of amounts previously written off as Realized Losses shall be distributed
on the Classes of Regular Certificates (other than any Class of Class X Certificates) in reverse order of allocation of


 






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Realized
Losses thereto in accordance with Section 4.01(b) of this Agreement. Additional Trust Fund Expenses and shortfalls in Available
Funds due to extraordinary expenses of the Trust Fund (including indemnification expenses), a reduction in the Mortgage Rate on
a Mortgage Loan by a bankruptcy court pursuant to a plan of reorganization or pursuant to any of its equitable powers, a reduction
in the Mortgage Rate or a forgiveness of principal of a Mortgage Loan, or otherwise, shall be treated as and allocated in the
same manner as Realized Losses.


 


With respect to any Distribution
Date, any Realized Losses allocated pursuant to Section 3.06 of this Agreement with respect to such Distribution Date shall
reduce the Lower-Tier Principal Balances of the Lower-Tier Regular Interests as a write-off and shall be allocated among the Lower-Tier
Regular Interests in the same priority as the Class of Corresponding Certificates.


 


(f)          All
amounts distributable to a Class of Certificates pursuant to this Section 4.01 on each Distribution Date shall be allocated
pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions
shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record
Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located
in the United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire
instructions in writing at least five Business Days prior to the related Record Date, or (ii) otherwise, by check mailed
by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator
or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice
to Holders of such final distribution. 





 


(g)           Except as otherwise
provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator shall, as soon as
reasonably practicable within the month preceding the month in which the final distribution with respect to any Class of Certificates
is expected to be made, mail to each Holder of such Class of Certificates on such date a notice to the effect that:


 


(A)          the
Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender of such
Certificates at the office of the Certificate Administrator therein specified, and


 


(B)          if such
final distribution is made on such Distribution Date, no interest shall accrue on such Certificates from and after such Distribution
Date;


 


provided, that the Class R
and Class LR Certificates shall remain outstanding until no other Class of Certificates or Lower-Tier Regular Interests are
outstanding.


 


Any funds not distributed
to any Holder or Holders of such Classes of Certificates on such Distribution Date because of the failure of such Holder or Holders
to


 






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tender
their Certificates shall, on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Holder
or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(g) shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Holders to surrender their Certificates for cancellation to receive the final distribution
with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for
cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Holders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of
contacting such Holders shall be paid out of such funds. If within two years after the second notice any such Certificates shall
not have been surrendered for cancellation, the Paying Agent shall distribute to the Certificate Administrator all amounts distributable
to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until
the earlier of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor
Certificate Administrator and (ii) the termination of the Trust Fund and, subject to applicable laws, distribution of such
amounts to the Class R Certificateholders. No interest shall accrue or be payable to any Holder on any amount held in trust
hereunder or by the Certificate Administrator as a result of such Holder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 4.01(g). Any such amounts transferred to the Certificate Administrator may
be invested in Permitted Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


(h)          Shortfalls
in Available Funds resulting from Excess Prepayment Interest Shortfalls shall be allocated to, and Master Servicer Prepayment
Interest Shortfall Amounts (or, with respect to any Non-Serviced Mortgage Loan, any analogous amount remitted to the Trust
by the related Other Servicer pursuant to the related Other Pooling and Servicing Agreement) shall be deemed distributed to, each
Class of Regular Certificates and, in each case, correspondingly to the respective Class of Corresponding Lower-Tier Regular Interests,
pro rata, based upon the Interest Accrual Amount distributable to each such Class of Certificates prior to reduction by
such Excess Prepayment Interest Shortfalls. Master Servicer Prepayment Interest Shortfall Amounts shall be deposited by the Master
Servicer into the Collection Account on or prior to the Servicer Remittance Date.


 


(i)          On the final Servicer
Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who
shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and
that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Servicer Remittance
Date in accordance with Section 3.06(e)(v) of this Agreement.


 


(j)          On each Distribution
Date, any Excess Interest received with respect to the Mortgage Loans during the related Collection Period shall be distributed
to the Holders of the Class V Certificates from the Class V Distribution Account established pursuant to Section 3.05(k). Any Excess
Interest remaining in the Class V Distribution Account on the final Distribution Date shall be distributed to the Holders of the
Class V Certificates.


 






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Section 4.02         Statements
to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others.
(a) On each Distribution Date, the Certificate Administrator shall make available to the general public on the
Certificate Administrator’s Website a statement (substantially in the form set forth as Exhibit K to this
Agreement and based on the information set forth in (i) the CREFC® Investor Reporting Package
(CREFC® IRP) prepared by the Master Servicer (other than the CREFC® Special Servicer Loan File)
and the other reports prepared by the Master Servicer and Special Servicer relating to such Distribution Date, including the
CREFC® Special Servicer Loan File, upon which information the Certificate Administrator may conclusively rely,
in accordance with CREFC® guidelines and (ii) the CREFC® Reconciliation of Funds Template
prepared by the Certificate Administrator) as to distributions made on such Distribution Date (each, a “Distribution
Date Statement”) setting forth (with respect to each Class of Certificates) the following information:


 


(i)             the
Record Date, Interest Accrual Period, and Determination Date for such Distribution Date;


 


(ii)            the
aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Sequential Pay Certificates
in reduction of the Certificate Balance of those Certificates;


 


(iii)           the
aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Certificates (other than
the Class V Certificates and the Residual Certificates) allocable to (A) the Interest Accrual Amount and/or (B) Class Interest
Shortfalls;


 




(iv)           the
aggregate amount of Advances made in respect of the Distribution Date and the amount of interest paid on Advances since the prior
Distribution Date (including, to the extent material, the general use of funds advanced and general source of funds for reimbursements); 


 


(v)            the
aggregate amount of compensation paid to the Trustee, the Certificate Administrator, CREFC®, the Operating Advisor
and servicing compensation paid to the Master Servicer and the Special Servicer for the related Determination Date and any other
fees or expenses accrued and paid from the Trust Fund;


 


(vi)           the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans outstanding immediately before and immediately after
the Distribution Date;


 


(vii)          the
number (as of the related and the next preceding Determination Date), and the aggregate principal balance, weighted average remaining
term to maturity and weighted average mortgage rate (and interest rates by distributional groups or ranges) of the Mortgage Loans
as of the related Determination Date;


 


(viii)         the
number and aggregate Stated Principal Balance of the Mortgage Loans or Serviced Loan Combinations (A) delinquent 30-59 days,
(B) delinquent 60-89 days, (C) delinquent 90 days or more, (D) that are Specially Serviced Loans that are


 






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not
delinquent, or (E) current, but not Specially Serviced Loans, as to which foreclosure proceedings have been commenced, but
not REO Property (and the information described in Item 1100(b)(5) of Regulation AB to the extent material);


 


(ix)           (i)
the Available Funds for the Distribution Date, (ii) the total amount of all principal and/or interest distributions, as well as
any other distributions (other than Yield Maintenance Charges), properly made on or in respect of any Class of Regular Certificates
with respect to such Distribution Date, and (iii) any other cash flows received on the Mortgage Loans and applied to pay fees and
expenses (including the components of the Available Funds, or such other cash flows);


 


(x)            the
amount of the distribution on the Distribution Date to the holders of any Class of Regular Certificates allocable to Prepayment
Premiums and Yield Maintenance Charges;


 


(xi)           the
accrued Interest Accrual Amount in respect of each Class of Regular Certificates for such Distribution Date;


 


(xii)          the
Pass-Through Rate for each Class of Regular Certificates for the Distribution Date and the next succeeding Distribution Date;


 


(xiii)         the
Principal Distribution Amount for the Distribution Date;


 


(xiv)         the
aggregate Certificate Balance or aggregate Notional Balance, as the case may be, of each Class of Certificates (other than the
Class V Certificates and the Residual Certificates), immediately before and immediately after such Distribution Date, separately
identifying any reduction in the aggregate Certificate Balance (or, if applicable, the aggregate Notional Balance) of each such
Class as a result of the allocation of any Realized Loss and/or Additional Trust Fund Expenses on such Distribution Date; 





  


(xv)          the
fraction, expressed as a decimal carried to at least eight places, the numerator of which is the then related Certificate Balance,
and the denominator of which is the related initial aggregate Certificate Balance, for each Class of Regular Certificates immediately
following the Distribution Date;


 


(xvi)         the
amount of any Appraisal Reduction Amounts allocated during the related Collection Period on a loan-by-loan basis; and the total
Appraisal Reduction Amounts as of such Distribution Date on a loan-by-loan basis;


 


(xvii)        the
number and related Stated Principal Balance of any Mortgage Loans modified, extended or waived on a loan-by-loan basis since the
previous Determination Date (including a description of any material modifications, extensions or waivers to Mortgage Loan terms,
fees, penalties or payments during the Collection Period or that have cumulatively become material over time);


 


(xviii)       the
amount of any remaining unpaid Class Interest Shortfalls for each Class of Regular Certificates as of the Distribution Date;


 






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(xix)         an
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment (other than Liquidation Proceeds and
Insurance Proceeds) during the related Collection Period and the amount of Principal Prepayment occurring, together with the aggregate
amount of Principal Prepayments made during the related Collection Period;


 


(xx)          an
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date;


 


(xxi)         the
amount of the distribution to the holders of each Class of Certificates on the Distribution Date attributable to reimbursement
of Realized Losses;


 


(xxii)        as
to any Mortgage Loan repurchased by a Mortgage Loan Seller or otherwise liquidated or disposed of during the related Collection
Period, (A) the Loan Number of the related Mortgage Loan and (B) the amount of proceeds of any repurchase of a Mortgage
Loan, Liquidation Proceeds and/or other amounts, if any, received thereon during the related Collection Period and the portion
thereof included in the Available Funds for such Distribution Date;


 


(xxiii)       the
amount on deposit in each of the Interest Reserve Account and the Excess Liquidation Proceeds Account before and after giving effect
to the distribution made on such Distribution Date;


 


(xxiv)       the
then-current credit support levels for each Class of Sequential Pay Certificates;


 


(xxv)        the
original and then-current ratings of each Class of Regular Certificates; 


 



(xxvi)       with
respect to any REO Loan as to which the related Mortgaged Property became an REO Property during the preceding calendar month,
the city, state, property type, latest Debt Service Coverage Ratio and the current Stated Principal Balance;


 


(xxvii)      with
respect to any REO Property included in the Trust Fund at the close of business on the related Determination Date (A) the
Loan Number of the related Mortgage Loan, (B) the value of such REO Property based on the most recent Appraisal or valuation;


 


(xxviii)     with
respect to any Serviced REO Property sold or otherwise disposed of during the related Collection Period and for which a Final Recovery
Determination has been made, (A) the Loan Number of the related Mortgage Loan, (B) the Realized Loss attributable to
the related Mortgage Loan, (C) the amount of sale proceeds and other amounts, if any, received in respect of such Serviced
REO Property during the related Collection Period and the portion thereof included in the Available Funds for such Distribution
Date, (D) the date of the Final Recovery Determination and (E) the balance of the Excess Liquidations Proceeds Account
for such Distribution Date;


 






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(xxix)        the
amount of the distribution on the Distribution Date to the holders of the Class V Certificates and the Residual Certificates;


 


(xxx)         material
breaches of Mortgage Loan representations and warranties or any covenants under this Agreement of which the Certificate Administrator,
the Trustee, the Operating Advisor, the Master Servicer or the Special Servicer has received or delivered written notice;


 


(xxxi)        the
identity of the Operating Advisor;


 


(xxxii)       the
amount of Realized Losses, Additional Trust Fund Expenses and Class Interest Shortfalls, if any, incurred with respect to
the Mortgage Loans during the related Collection Period and in the aggregate for all prior Collection Periods (except to the extent
reimbursed or paid);


 


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


 


(xxxiv)      the
identity of the Controlling Class;


 


(xxxv)       the
identity of the Controlling Class Representative; and


 


(xxxvi)      such
other information as contemplated by Exhibit K to this Agreement.


 



In the case of information
furnished pursuant to sub-clauses (ii), (iii), (vi), (vi), (vi), (vi) and (xix) above, the amounts shall be expressed as a
dollar amount in the aggregate for all Certificates of each applicable Class and per $1,000 of original Certificate Balance or
Notional Balance, as the case may be.


 


If and for so long
as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of any
SEC filing shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of
Certificates.


 


On each Distribution
Date, the Certificate Administrator shall make available to each Holder of a Class R or Class LR Certificate a copy of
the reports made available to the other Certificateholders on such Distribution Date and a statement setting forth the amounts,
if any, actually distributed with respect to the Class R or Class LR Certificates on such Distribution Date. Such obligation
of the Certificate Administrator shall be deemed to have been satisfied to the extent that it provided substantially comparable
information pursuant to any requirements of the Code as from time to time in force.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish, upon request, to each Person who at any
time during the calendar year was a Certificateholder of record, a report summarizing on an annual basis (if appropriate) the items
provided to Certificateholders pursuant to clauses (i) and (ii) above as to the applicable Class, aggregated for such calendar
year or applicable portion thereof during


 






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which
such person was a Certificateholder, together with such other information as may be required to enable such Certificateholders
to prepare their federal income tax returns. Such information shall include the amount of original issue discount accrued on each
Class of Certificates held by Persons other than Holders exempted from the reporting requirements and information regarding the
expenses of the Trust Fund. Such requirement shall be deemed to be satisfied to the extent such information is provided pursuant
to applicable requirements of the Code from time to time in force.


 


On each Distribution
Date, the Certificate Administrator shall deliver the related Distribution Date Statement to the Depositor in electronic format
to dbinvestor@list.db.com (or to such other address as the Depositor shall specify by written notice to the Certificate
Administrator).


 


(b)            The Certificate
Administrator shall make available via the Certificate Administrator’s Website, to any Privileged Person (provided that the
Prospectus, the Distribution Date Statements and the SEC filings will be made available to the general public, and provided further
that any Privileged Person that is a Borrower Party shall only be entitled to access documents made available to the general public)
the following items, in each case to the extent received by the Certificate Administrator:


 


(i)            the
following “deal documents”:


 


(A)         the
Prospectus and the Private Placement Memorandum;




 


(B)          this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date (if any), the
Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)          the
CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer; 


 


(ii)          the
following “SEC filings”:


 


(A)         any
reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the
EDGAR system (to the extent prepared by the Certificate Administrator and within one Business Day of filing);


 


(iii)         the
following “periodic reports”:


 


(A)         the
Distribution Date Statements;


 


(B)          the
supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (CREFC® IRP)” (other than the CREFC® Loan Setup File), to the
extent it has received or prepared such report or file; and


 






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(C)          all
Operating Advisor Annual Reports.


 


(iv)         the
following “additional documents”:


 


(A)         the
summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format; and


 


(B)          any
other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;


 


(v)          the
following “special notices”:


 


(A)         all
Special Notices;


 


(B)          notice
of any waiver, modification or amendment of any term of any Mortgage Loan;


 


(C)          notice
of final payment on the Certificates;


 


(D)          all
notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator;


 


(E)          notice
of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee (and appointments
of successors to the Master Servicer, the Special Servicer, the Operating Advisor or the Trustee);


 


(F)          any
and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the
Master Servicer’s, the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance;


 





(G)          any
notice of the termination of the Trust;


  


(H)          any
notice of the occurrence and continuance of a Control Termination Event;


 


(I)          
any notice of the occurrence and continuance of a Consultation Termination Event;


 


(J)       
   all of the annual compliance statements and annual assessments as to compliance delivered to the
Certificate Administrator since the Closing Date pursuant to Section 10.11 and Section 10.12 of this Agreement;
and


 


(K)          all
of the annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since
the Closing Date pursuant to Section 10.13 of this Agreement;


 






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(vi)          the
Investor Q&A Forum; and


 


(vii)          solely
to Certificateholders and Beneficial Owners, the Investor Registry.


 


Notwithstanding the
foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
(and not under any of the tabs or headings described in items (i) through (vii) above) and made available to Privileged Persons
other than Excluded Controlling Class Holders (unless loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access by an Excluded Controlling Class Holder shall only be prohibited with respect to the related Excluded
Controlling Class Mortgage Loans).


 


Any Privileged
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following
items made available to the general public: the Prospectus Supplement, this Agreement, the Mortgage Loan Purchase Agreements
and the SEC filings on the Certificate Administrator’s Website, and (b) in the case of the Controlling Class
Representative or a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder,
upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee of an investor certification substantially in the forms of Exhibit L-1D and Exhibit L-1E and upon
delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit
L-1F, which shall include each of the CTSLink User ID’s associated with such Excluded Controlling Class Holder, all
information (other than Excluded Information) available on the Certificate Administrator’s Website (unless loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access by an Excluded Controlling Class
Holder shall only be prohibited with respect to the related Excluded Controlling Class Mortgage Loans).


 


Notwithstanding
anything to the contrary contained in this Agreement, neither the Master Servicer nor the Certificate Administrator shall,
and such parties shall have no obligation to, restrict access by the Special Servicer to the Master Servicer’s website
or the Certificate Administrator’s Website, as applicable, to any information related to any Mortgage Loan, and the
Special Servicer shall be entitled full access to each of the Master Servicer’s website and Certificate
Administrator’s Website with respect to such Mortgage Loans; however, the Special Servicer shall not access, review or
use, and hereby covenants not to access, review or use, any information with respect to any Excluded Special Servicer
Mortgage Loan for which the Special Servicer is a Borrower Party.







 


In the case of the Controlling
Class Representative or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of
an investor certification substantially in the form of Exhibit L-1B hereto, such Controlling Class Representative or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor
certification in the form of Exhibit L-1B hereto from the Controlling Class Representative or a Controlling Class Certificateholder
to the effect that such Person is not an


 






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Excluded
Controlling Class Holder and (ii) an investor certification in the form of Exhibit L-1D hereto from the Controlling Class
Representative or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder
with respect to one or more Excluded Controlling Class Mortgage Loan(s). In the event the Controlling Class Representative or
a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially
in the form of Exhibit L-1E that such party is an Excluded Controlling Class Holder and identify the Excluded Controlling
Class Mortgage Loan(s) and thereafter shall not be entitled to any Excluded Information related to such Excluded Controlling Class
Mortgage Loan(s) and made available on the Certificate Administrator’s Website. With respect to any Excluded Information,
each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label such information as “Excluded
Information” prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the
Certificate Administrator’s Website such Excluded Information (and may be segregated on loan-by-loan basis) from information
relating to other Mortgage Loans. Notwithstanding anything herein to the contrary, each of the Master Servicer, the Special Servicer,
the Operating Advisor and the Certificate Administrator shall be entitled to conclusively assume that the Controlling Class Representative
and all beneficial owners of the Certificates of the Controlling Class are not Excluded Controlling Class Holders except to the
extent that the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable,
has received such notice from the Controlling Class Representative or a Controlling Class Certificateholder that it has become
an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate
Administrator shall be liable for any communication to the Controlling Class Representative or Controlling Class Certificateholder
or disclosure of Excluded Information if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator,
as applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Mortgage Loan
(including, in the case of an Asset Status Report or Final Asset Status Report delivered to the Certificate Administrator for
posting to the Certificate Administrator’s Website and/or any failure to label any such information provided to the Certificate
Administrator).


 


Each of the Master
Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on (i) any written notice from the Controlling Class Representative or a Controlling Class Certificateholder that it is
no longer an Excluded Controlling Class Holder and (ii) any certification delivered by the Controlling Class Representative
or a Controlling Class Certificateholder, as applicable, substantially in the form of Exhibit L1-B that such Person is
no longer an Excluded Controlling Class Holder. The Special Servicer (with respect to any Excluded Special Servicer Mortgage
Loan) agrees, and to the extent the Controlling Class Representative or a Controlling Class Certificateholder receives access
pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, such Controlling Class Representative or Controlling Class Certificateholder shall be
deemed to have agreed, that it (i) will not directly or indirectly provide any information related to the Excluded Special
Servicer Mortgage Loan or the Excluded Controlling Class Mortgage Loan, as applicable, to the related Borrower Party or, with
respect to any Excluded Controlling Class Mortgage Loan, to any Excluded Controlling Class Holder or (A) any employees or
personnel


 






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of
such Special Servicer, Controlling Class Representative or Controlling Class Certificateholder, as applicable, or any Affiliate
thereof in each case involved in the management of any investment in the related Borrower or the related Mortgaged Property or
(B) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, and
(ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations
described in clause (i) above.


 


The Certificate Administrator
makes no representations or warranties as to the accuracy or completeness of such information and assumes no responsibility therefor.
In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator
for which it is not the original source. The Certificate Administrator shall not be responsible for the accuracy or completeness
of any information supplied to it by the Master Servicer or Special Servicer that is included in any reports, statements, materials
or information prepared or provided by the Master Servicer or Special Servicer, as applicable, and the Certificate Administrator
shall be entitled to conclusively rely upon the Master Servicer’s reports and the Special Servicer’s reports without
any duty or obligation to recompute, verify or re-evaluate any of the amounts or other information stated therein. In connection
with providing access to the Certificate Administrator’s
Website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator
shall not be liable for the dissemination of information in accordance herewith. Notwithstanding anything herein to the contrary,
the Certificate Administrator shall not be liable for any Excluded Information to the extent such information was included in
the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website and not properly identified as Excluded Information.


 


The Certificate Administrator
shall have no any liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s Website
of any information with respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant to this Agreement
if such Excluded Controlling Class Holder provided an Investor Certification but did not indicate it was a Borrower Party.


 


The provisions in this
Section shall not limit the Master Servicer’s ability to make accessible certain information regarding the Mortgage
Loans at the Master Servicer’s Website. 





 


In providing access to
any information, the Certificate Administrator shall be entitled to rely on the certifications delivered to it pursuant to and
in accordance with the terms of this Agreement.


 


(c)          The Certificate
Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and Beneficial
Owners may (A) submit questions to the Certificate Administrator relating to the Distribution Date Statement, (B) submit
questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant
to this Section 4.02(c), the Mortgage


  



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Loans
or the Mortgaged Properties (other than a Non-Serviced Mortgage Loan or related Mortgaged Properties) and (C) submit
questions to the Operating Advisor relating to the Operating Advisor Annual Reports or actions by the Master Servicer or the
Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in any Operating
Advisor Annual Reports (collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries
that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the
Master Servicer, the Special Servicer or the Operating Advisor, the Certificate Administrator shall forward the Inquiry to
the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, (and in the case of an inquiry relating to
a Non-Serviced Mortgage Loan, to the applicable party under the Other Pooling and Servicing Agreement) in each case within a
commercially reasonable period following receipt thereof. Following receipt of an Inquiry, the Certificate Administrator, the
Master Servicer, the Special Servicer (other than with respect to the Non-Serviced Mortgage Loans or related Mortgaged
Properties) or the Operating Advisor, as applicable, unless it determines not to answer such Inquiry as provided below, shall
reply to the Inquiry, which reply of the Master Servicer, Special Servicer or the Operating Advisor shall be sent by email to
the Certificate Administrator. The Certificate Administrator shall post (within a commercially reasonable period following
preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the Investor Q&A Forum.
If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its
respective sole discretion, that (i) any Inquiry is beyond the scope outlined above, (ii) answering any
Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would
be in violation of applicable law, this Agreement or the applicable Loan Documents, (iv) answering any Inquiry would or
is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product,
(v) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense
to, the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, or
(vi) answering any Inquiry is otherwise not advisable for any reason, it shall not be required to answer such Inquiry
and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate
Administrator, and the Certificate Administrator shall not post such Inquiry on the Investor Q&A Forum. In addition, no
party shall post or otherwise disclose information known to such party to be Privileged Information as part of its response
to any Inquiry. The Certificate Administrator shall notify the Person who submitted such Inquiry if the Inquiry will not be
answered. The Certificate Administrator shall not be required to post to the Investor Q&A Forum any Inquiry or answer
thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature.
The Investor Q&A Forum will not reflect questions, answers and other communications between the Certificate Administrator
or other Person which are not submitted via the Investor Q&A Forum. In addition, no party is permitted to post or
otherwise disclose direct communication with the Directing Holder as part of its response to any questions.


 


(d)          The Certificate
Administrator shall make available to any Certificateholder and Beneficial Owner, the Investor Registry. The “Investor Registry”
shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders and Beneficial
Owners can register and thereafter obtain contact information with respect to any other Certificateholder or Beneficial Owner that
has so registered. Any


 






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person
registering to use the Investor Registry will be required to certify that (a) it is a Certificateholder or a Beneficial Owner
and (b) it grants authorization to the Certificate Administrator to make its name and contact information available on the
Investor Registry for at least 45 days from the date of such certification to other registered Certificateholders and registered
Beneficial Owners. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the
company name and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned.
If any Certificateholder or Beneficial Owner notifies the Certificate Administrator that it wishes to be removed from the Investor
Registry (which notice may not be within 45 days of its registration), the Certificate Administrator shall promptly remove it
from the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating any information
submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate
Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(e)          The
Master Servicer may at its sole cost and expense, but is not required to, make any of the reports or files it delivers pursuant
to this Agreement available on the Master Servicer’s Website only with the use of a password, in which case the Master Servicer
shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such password shall be
deemed to have agreed not to disclose such password to any other Person and (ii) each Certificateholder and prospective Certificateholder
who requests such password, provided that any such Certificateholder or prospective Certificateholder, as the case may
be, has delivered an Investor Certification to the Trustee, the Certificate Administrator and the Master Servicer. In connection
with providing access to the Master Servicer’s Website, the Master Servicer may require registration and the acceptance
of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to
the extent the Master Servicer deems necessary or appropriate, conditioning access on execution of an agreement governing the
availability, use and disclosure of such information, and which may provide indemnification to the Master Servicer for any liability
or damage that may arise therefrom. The Master Servicer shall not be liable for dissemination of this information in accordance
with this Agreement, provided that such information otherwise meets the requirements set forth herein with respect to the
form and substance of such information or reports. The Master Servicer shall be entitled to attach to any report provided pursuant
to this subsection, any reasonable disclaimer with respect to information provided, or any assumptions required to be made by
such report. Notwithstanding anything herein to the contrary, the Master Servicer may, at its sole cost and expense, make available
by electronic media, bulletin board service or Internet website any reports or other information the Master Servicer is required
or permitted to provide to any Borrower with respect to such Borrower’s Mortgage Loan or Serviced Loan Combination to the
extent such action does not conflict with the terms of this Agreement, the terms of the related Loan Documents or applicable law.
If the Master Servicer is required to deliver any statement, report or other information under any provision of this Agreement,
then, the Master Servicer may satisfy such obligation by (x) physically delivering a paper copy of such statement, report
or information, (y) delivering such statement, report or information in a commonly used electronic format, or (z) making
such statement, report or information available on its website, unless this Agreement expressly specifies a particular method
of delivery; provided that all reports required to be delivered to the


 






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Certificate
Administrator shall be delivered in accordance with clause (x) or (y) or, upon request, clause (z).


 


Subject to Section 3.13,
the Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide
the Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may
be reasonably necessary for the Master Servicer to prepare each report and any supplemental information to be provided by the Master
Servicer to the Certificate Administrator. Neither the Certificate Administrator nor the Depositor shall have any obligation to
recompute, verify or recalculate the information provided thereto by the Master Servicer. Unless the Certificate Administrator
has actual knowledge that any report or file received from the Master Servicer contains erroneous information, the Certificate
Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders and allocating Realized
Losses to the Certificates in accordance with Section 4.01 of this Agreement and preparing the statements to Certificateholders
required by Section 4.02(a) of this Agreement.


 


(f)          As soon as reasonably
practicable, upon the written request of and at the expense of any Certificateholder, the Certificate Administrator shall provide
the requesting Certificateholder with such information that is in the Certificate Administrator’s possession or can
reasonably be obtained by the Certificate Administrator as is requested by such Certificateholder, for purposes of satisfying
applicable reporting requirements under Rule 144A under the Securities Act. Neither the Certificate Registrar nor the Certificate
Administrator shall have any responsibility for the sufficiency under Rule 144A or any other securities laws of any available
information so furnished to any person including any prospective purchaser of a Certificate or any interest therein, nor for the
content or accuracy of any information so furnished which was prepared or delivered to them by another.


 


(g)          The Certificate
Administrator shall make available at its offices, during normal business hours, upon not less than two Business Days prior notice,
for review by any Privileged Person and any Serviced Companion Loan Noteholder that is a Privileged Person (solely with respect
to items (ii) and (iii), to the extent such information relates to the related Serviced Companion Loan), originals or copies of
documents relating to the Mortgage Loans and any related REO Properties to the extent in its possession, including, without limitation,
the following items (except to the extent prohibited by applicable law or under any of the related Loan Documents):


 


(i)          any
and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the
environmental testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions set forth
in clauses (i) and (ii) thereof was satisfied; 





 


(ii)          the
most recent annual (or more frequent, if available) operating statements, rent rolls (to the extent such rent rolls have been made
available by the related Borrower) and/or lease summaries and retail sales information, if any, received from the Master Servicer
or the Special Servicer in respect to each Mortgaged Property;


 






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(iii)         the
Mortgage File, including any and all modifications, waivers and amendments of the terms of a Mortgage Loan or Serviced Loan Combination
entered into by the Master Servicer and/or the Special Servicer and delivered to the Certificate Administrator; and


 


(iv)         any
other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the
Securities Act.


 


The Certificate Administrator
may require a Privileged Person to execute an Investor Certification or a Serviced Companion Loan Noteholder Certification, as
applicable, prior to granting access to such information, which may be in the form of a “click-through” confirmation.
Copies of any and all of the foregoing items will be available from the Certificate Administrator upon request. The Certificate
Administrator will be permitted to require payment by the requesting party (other than a Rating Agency) of a sum sufficient to
cover the reasonable costs and expenses of making such information available and providing any copies thereof. The Certificate
Administrator’s obligation under this Section 4.02(g) to make available any document is subject to the Certificate Administrator’s
receipt of such document.


 


The Certificate Administrator
shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.


 


(h)          The Depositor
hereby authorizes the Certificate Administrator to make available to any Financial Market Publisher or such other vendor chosen
by the Depositor that submits to the Certificate Administrator a certification substantially in the form of Exhibit L-2
to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made
available pursuant to this Section 4.02 to Privileged Persons.


 


Section 4.03         Compliance
with Withholding Requirements. Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with
all federal withholding requirements with respect to payments to Certificateholders and other payees of interest, original
issue discount or other amounts that the Paying Agent reasonably believes are applicable under the Code. The consent of
Certificateholders or payees shall not be required for any such withholding. If the Paying Agent or its agent withholds any
amount from interest, original issue discount payments or other amounts or advances thereof to any Certificateholder or payee
pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Person. Any amount
so withheld shall be treated as having been distributed to such Certificateholder for all purposes of this Agreement.


 


For the avoidance of
doubt, the Collection Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account, the REO Account and the
Lower-Tier Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned
by the Lower-Tier REMIC, and the Upper-Tier Distribution Account will be owned by the Upper-Tier REMIC, each for federal income
tax purposes. 





 


Section 4.04         REMIC
Compliance. (a) The parties intend that the Lower-Tier REMIC and the Upper-Tier REMIC shall constitute, and that the
affairs of the Lower-Tier


 






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REMIC
and the Upper-Tier REMIC shall be conducted so as to qualify it as, a “real estate mortgage investment conduit” as
defined in, and in accordance with, the REMIC Provisions at all times any Certificates are outstanding, and the provisions hereof
shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate Administrator shall,
to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each such REMIC and shall
on behalf of each such REMIC:


 


(i)     
     make or cause to be made an election, on behalf of each of the Lower-Tier REMIC and the
Upper-Tier REMIC, to be treated as a REMIC on Form 1066 for its first taxable year, in accordance with the REMIC
Provisions;


 


(ii)          prepare
and timely file, or cause to be prepared and timely filed, and cause the Trustee to sign (and the Trustee shall sign), all required
Tax Returns for the Lower-Tier REMIC and the Upper-Tier REMIC, using a calendar year as the taxable year for each of such REMIC
as required by the REMIC Provisions and other applicable federal, state or local income tax laws;


 


(iii)          prepare
and forward, or cause to be prepared and forwarded, to the Certificateholders and the IRS and applicable state and local tax authorities
all information reports as and when required to be provided to them in accordance with the REMIC Provisions;


 


(iv)          if
the filing or distribution of any documents of an administrative nature not addressed in clauses (i) through (iii) of this
Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status of the Lower-Tier REMIC and the Upper-Tier
REMIC as a REMIC or is otherwise required by the Code, prepare and file or distribute, or cause to be prepared and signed and filed
or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code or comparable provisions
of state and local law;





 


(v)           within
30 days of the Closing Date, obtain a taxpayer identification number for each of the Lower-Tier REMIC and the Upper-Tier REMIC
on IRS Form SS-4 and (in the case of the Upper-Tier REMIC only), furnish or cause to be furnished to the IRS, on Form 8811 or as
otherwise may be required by the Code, the name, title and address of the person that the Certificateholders may contact for tax
information relating thereto (and the Certificate Administrator shall act as the representative of the Upper-Tier REMIC for this
purpose), together with such additional information as may be required by such Form, and shall update such information at the time
or times and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the Closing Date to provide
any information reasonably requested by the Master Servicer, the Special Servicer or the Certificate Administrator and necessary
to make such filing);





 


(vi)          maintain
such records relating to the Lower-Tier REMIC and the Upper-Tier REMIC as may be necessary to prepare the foregoing returns, schedules,
statements or information, such records, for federal income tax purposes, to be maintained on a calendar year and on an accrual
basis; and 


 






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(vii)         shall
make any elections allowed under the Code (i) to avoid the application of Section 6221 (or successor provision) to any REMIC and
(ii) to avoid payment by any REMIC under Section 6226 of any tax, penalty, interest or other amount imposed under the Code that
would otherwise be imposed on any holder of any residual interest of any REMIC, past or present.


 


A holder of
any residual interest in any REMIC agrees, by acquiring such interest, to any such elections and to the Certificate Administrator’s
acting as agent for any tax matters person or other representative of a REMIC that can be designated under the Code


 


The Holder of the largest
Percentage Interest in the Class R Certificates shall be the tax matters person of the Upper-Tier REMIC, and the Holder of
the largest Percentage Interest in the Class LR Certificates shall be the tax matters person of the Lower-Tier REMIC pursuant
to Treasury Regulations Section 1.860F-4(d). If more than one Holder shall hold an equal Percentage Interest in the Class R
or Class LR Certificates larger than that held by any other Holder, the first such Holder to have acquired such Class R
or Class LR Certificates shall be such tax matters person. The Certificate Administrator shall act as attorney-in-fact and agent
for the tax matters person of the Lower-Tier REMIC and the Upper-Tier REMIC, and each Holder of a Percentage Interest in the Class R
or Class LR Certificates, by acceptance hereof, is deemed to have consented to the Certificate Administrator’s appointment
in such capacity and agrees to execute any documents required to give effect thereto, and any fees and expenses incurred by the
Certificate Administrator in connection with any audit or administrative or judicial proceeding shall be paid by the Trust Fund.


 


The Certificate
Administrator shall not intentionally take any action or intentionally omit to take any action if, in taking or omitting to
take such action, the Certificate Administrator has actual knowledge that such action or omission (as the case may be) would
cause the termination of the REMIC status of the Lower-Tier REMIC or the Upper-Tier REMIC or the imposition of tax on the
Lower-Tier REMIC or the Upper-Tier REMIC (other than a tax on income expressly permitted to be received by the terms of this
Agreement). Notwithstanding any provision of this paragraph to the contrary, the Certificate Administrator shall not be
required to take any action that the Certificate Administrator in good faith believes to be inconsistent with any other
provision of this Agreement, nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any
action expressly required or authorized by any other provision of this Agreement, and the Certificate Administrator shall
have no responsibility or liability with respect to any act or omission of the Depositor, the Trustee, the Master Servicer or
the Special Servicer which does not enable the Certificate Administrator to comply with any of clauses (i) through (vi)
of the first paragraph of this Section 4.04(a) or which results in any action contemplated by clauses (i) or
(ii) of the next succeeding sentence. In this regard the Certificate Administrator shall (i) exercise reasonable
care not to allow the occurrence of any “prohibited transactions” within the meaning of
Section 860F(a) of the Code, unless the party seeking such action shall have delivered to the Certificate
Administrator an Opinion of Counsel (at such party’s expense) that such occurrence would not (A) result in a
taxable gain, (B) otherwise subject the Lower-Tier REMIC or the Upper-Tier REMIC to tax (other than a tax at the highest
marginal corporate tax rate on net


 






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income
from foreclosure property), or (c) cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC; and
(ii) exercise reasonable care not to allow the Trust Fund to receive any contributions, or any income from the performance
of services or from assets not permitted under the REMIC Provisions to be held by a REMIC (provided, that the receipt of
any income expressly permitted or contemplated by the terms of this Agreement shall not be deemed to violate this clause). None
of the Master Servicer, the Special Servicer, the Trustee or the Depositor shall be (i) permitted to take any action that
the Certificate Administrator would not be permitted to take pursuant to the preceding two sentences or (ii) responsible
or liable (except in connection with taking any act or omission referred to in the two preceding sentences or the following sentence)
for any failure by the Certificate Administrator to comply with the provisions of this Section 4.04. The Depositor, the Trustee,
the Master Servicer and the Special Servicer shall cooperate in a timely manner with the Certificate Administrator in supplying
any information within the Depositor’s, the Trustee’s, the Master Servicer’s or the Special Servicer’s
control (other than any confidential information) that is reasonably necessary to enable the Certificate Administrator to perform
its duties under this Section 4.04.


 


(b)           The following
assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating the original
yield to maturity and
original issue discount with respect to the Regular Certificates: (i) each Mortgage Loan will pay principal and interest
in accordance with its terms and scheduled payments will be timely received on their Due Dates, provided that the Mortgage
Loans will prepay in accordance with the Prepayment Assumption; (ii) none of the Sole Certificateholder, the Master Servicer,
the Special Servicer and the Certificateholder owning a majority of the Percentage Interests in the Controlling Class will exercise
the right described in Section 9.01 of this Agreement to cause early termination of the Trust Fund; and (iii) no Mortgage
Loan is repurchased by a Mortgage Loan Seller pursuant to the terms of the related Mortgage Loan Purchase Agreement.


 


Section 4.05         Imposition
of Tax on the Trust Fund. If any tax, including interest, penalties or assessments, additional amounts or additions to
tax, is imposed on the Lower-Tier REMIC or the Upper-Tier REMIC, such tax shall be charged against amounts otherwise
distributable to the Holders of the Certificates; provided that any taxes imposed on any net income from foreclosure property
pursuant to Section 860G(d) of the Code or any similar tax imposed by a state or local jurisdiction shall instead
be treated as an expense of the related Serviced REO Property in determining Net REO Proceeds with respect to the Serviced
REO Property (and until such taxes are paid, the Special Servicer from time to time shall withdraw from amounts in the REO
Account (and, in the case of any Serviced Loan Combination, from amounts in the Serviced Loan Combination REO Account)
allocable to the Mortgage Loans and transfer to the Certificate Administrator amounts reasonably determined by the
Certificate Administrator to be necessary to pay such taxes, which the Certificate Administrator shall maintain in a
separate, non-interest-bearing account, and the Certificate Administrator shall send to the Special Servicer for deposit in
the REO Account (or, if applicable, the Serviced Loan Combination REO Account) the excess determined by the
Certificate Administrator from time to time of the amount in such account over the amount necessary to pay such taxes) and
shall be paid therefrom; provided that any such tax imposed on net income from foreclosure property that exceeds the amount
in any such reserve shall be


 






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retained
from Available Funds as provided in Section 3.06(a)(xii) or, in the case of any Serviced Loan Combination, in Section 3.06(b)(xiii),
and the next sentence. Except as provided in the preceding sentence, the Certificate Administrator is hereby authorized to and
shall retain or cause to be retained from Available Funds sufficient funds to pay or provide for the payment of, and to actually
pay, such tax as is legally owed by the applicable REMIC (but such authorization shall not prevent the Trustee from contesting,
at the expense of the Trust Fund or in the case of a Serviced Loan Combination with a Serviced Pari Passu Companion Loan, on a
pro rata basis as between the related Mortgage Loan and any related Serviced Pari Passu Companion Loan (based on their
respective outstanding principal balances)) any such tax in appropriate proceedings, and withholding payment of such tax, if permitted
by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate or
cause to be segregated, into a separate non-interest bearing account, (i) the net income allocable to the Mortgage Loans
from any “prohibited transaction” under Section 860F(a) of the Code or (ii) the amount of any contribution
to the Lower-Tier REMIC or the Upper-Tier REMIC after the Startup Day that is subject to tax under Section 860G(d) of
the Code and use such income or amount, to the extent necessary, to pay such tax (and return the balance thereof, if any, to the
Collection Account, the Lower-Tier Distribution Account or the Upper-Tier Distribution Account, as the case may be). To the extent
that any such tax is paid to the IRS, the Certificate Administrator shall retain an equal amount from future amounts otherwise
distributable to the Holders of the Class R or the Class LR Certificates, as the case may be, and shall distribute such
retained amounts to the Holders of Regular Certificates, or the Trustee as Holder of the Lower-Tier Regular Interests, until they
are fully reimbursed and then to the Holders of the Class R Certificates or the Class LR Certificates, as applicable.
Neither the Master Servicer, the Special Servicer, the Certificate Administrator, nor the Trustee shall be responsible for any
taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC except to the extent such tax is attributable to a breach of a representation
or warranty or the negligence or willful misconduct of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee or an act or omission of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee
in contravention of this Agreement, provided, further, that such breach, act or omission could result in liability under Section 6.03
of this Agreement, in the case of the Master Servicer, Section 4.04 of this Agreement, in the case of the Trustee or Section 4.04
of this Agreement, in the case of the Certificate Administrator in accordance with the standard of liability set forth in those
sections. Notwithstanding anything in this Agreement to the contrary, in each such case, the Master Servicer or the Special Servicer
shall not be responsible for the Trustee’s or the Certificate Administrator’s breaches, acts or omissions, the Trustee
shall not be responsible for the breaches, acts or omissions of the Certificate Administrator, the Master Servicer or the Special
Servicer and the Certificate Administrator shall not be responsible for the breaches, acts or omissions of the Trustee, the Master
Servicer or the Special Servicer.


 


The Certificate Administrator
shall be responsible for the preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled
to rely on the information contained therein, and is hereby directed to execute such IRS Form W-9; provided, however, the Certificate
Administrator shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


 






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Section 4.06         Remittances.
On the Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer with respect to the
Mortgage Loans that it is servicing shall:


 


(i)             remit
to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to Prepayment Premiums
and Yield Maintenance Charges, and, for deposit in accordance with Section 3.05(i) of this Agreement, Excess Liquidation
Proceeds, in each case received by the Master Servicer in the Collection Period preceding such Distribution Date;


 


(ii)            remit
to the Certificate Administrator for deposit in the Lower-Tier Distribution Account an amount equal to the Available Funds in the
Collection Account for such Distribution Date;


 


(iii)           remit
to the Certificate Administrator for deposit in the Class V Distribution Account an amount equal to the Excess Interest for the
benefit of the Class V Certificateholders received by the Master Servicer in the Collection Period preceding such Distribution
Date; and


 



(iv)           remit
to CREFC® the CREFC® License Fee.


 


Section 4.07         P&I
Advances. (a)  On or before 3:00 p.m. (New York City time) on each Servicer Remittance Date, the
Master Servicer shall in the case of all Mortgage Loans either (i) remit to the Certificate Administrator for deposit
into the Lower-Tier Distribution Account from its own funds an amount equal to the aggregate amount of P&I Advances, if
any, to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account or the
applicable Serviced Loan Combination Collection Account for future distribution to Certificateholders in subsequent months in
discharge of any such obligation to make P&I Advances; provided, that such amounts in the applicable Serviced Loan
Combination Collection Account shall only be applied up to the related Mortgage Loan’s pro rata share of the
amounts held therein on such date, or (iii) make P&I Advances in the form of any combination of (i) and
(ii) aggregating the total amount of P&I Advances to be made by the Master Servicer, except that the portion of such
P&I Advance equal to the CREFC® License Fee for each such Mortgage Loan shall not be remitted to the
Certificate Administrator but shall instead be remitted to CREFC®. Any amounts held in the Collection Account
or any Serviced Loan Combination Collection Account, as applicable, for future distribution and so used to make P&I
Advances shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by
deposit in the Collection Account or the applicable Serviced Loan Combination Collection Account, as applicable, on or before
the next succeeding P&I Advance Determination Date (to the extent not previously replaced through either
(x) the deposit of Late Collections of the delinquent principal and/or interest in respect of which such P&I
Advances were made or (y) the deposit of Monthly Payments collected prior to the expiration of any applicable grace
period that ends after the P&I Advance Determination Date in respect of which such P&I Advances were made). The
Master Servicer shall notify the Trustee and the Certificate Administrator of (i) the aggregate amount of P&I
Advances for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances for


 






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such
Distribution Date, on or before the P&I Advance Determination Date. If the Master Servicer fails to make a required P&I
Advance by 3:00 p.m. (New York City time) on any Servicer Remittance Date, then the Trustee shall make such P&I Advance
pursuant to Section 7.06 of this Agreement by 12:00 noon (New York City time) on the related Distribution Date, in each
case unless the Master Servicer shall have cured such failure (and shall have provided written notice of such cure to the Trustee)
by 11:00 a.m. (New York City time) on such Distribution Date or the Trustee determines that such P&I Advance, if made,
would be a Nonrecoverable Advance. Neither the Master Servicer nor the Trustee shall be required to make principal or interest
advances with respect to any delinquent payment amounts due on any Companion Loan. If the Master Servicer or the Trustee makes
a P&I Advance with respect to any Mortgage Loan that is part of a Loan Combination with a related Serviced Companion Loan
or Non-Serviced Companion Loan, then it shall provide written notice to the related Other Servicer, Other Special Servicer and
Other Trustee of the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making
such P&I Advance.


 


(b)          Subject to Section 4.07(c)
and 4.07(d) below, the aggregate amount of P&I Advances to be made by the Master Servicer with respect to any Distribution
Date shall equal the aggregate of: (i) all Monthly Payments with respect to the Mortgage Loans (in each case,
net of related Servicing Fees in the case of any Non-Serviced Mortgage Loan) other than Balloon Payments, that were due during
the related Collection Period and delinquent (or unpaid, pending the expiration of any applicable grace period with respect to
any Mortgage Loan having a grace period extending past the P&I Advance Determination Date) as of the close of business on
the P&I Advance Determination Date (or not advanced by the Master Servicer or any sub-servicer on behalf of the Master Servicer)
with respect to the Mortgage Loans that it is servicing and (ii) with respect to each Mortgage Loan that the Master Servicer
is servicing and as to which the related Balloon Payment was due during or prior to the related Collection Period and was delinquent
(including any applicable grace period) as of the end of the related Collection Period (including any REO Loan as to which the
Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection (c)
below, the obligation of the Master Servicer to make such P&I Advances, with respect to the Mortgage Loans that it is servicing,
is mandatory, and with respect to any applicable Mortgage Loan or REO Loan, shall continue until the Distribution Date on which
Liquidation Proceeds or REO Proceeds, if any, are to be distributed. The Monthly Payment or Assumed Scheduled Payment shall be
reduced, for purposes of P&I Advances, by any modifications pursuant to Section 3.26 of this Agreement or otherwise and
by any reductions by a bankruptcy court pursuant to a plan of reorganization or pursuant to any of its equitable powers.


 


(c)          Notwithstanding
anything herein to the contrary, no P&I Advance shall be required hereunder if the Master Servicer, the Special Servicer
or the Trustee, as applicable, determines that such P&I Advance would, if made, constitute a Nonrecoverable P&I
Advance. In addition, neither the Master Servicer nor the Trustee shall make any P&I Advance to the extent that it has
received written notice that the Special Servicer has determined (if no Consultation Termination Event has occurred and is
continuing, in consultation with the Directing Holder) that such P&I Advance would, if made, constitute a Nonrecoverable
P&I Advance. In making such recoverability determination, the Master Servicer, the Special


 






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Servicer
and the Trustee, as applicable, will be entitled to (i) give due regard to the existence of any Nonrecoverable Advance or
Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the recovery of which, at the time of such consideration,
is being deferred or delayed by the Master Servicer or the Trustee, as applicable, in light of the fact that proceeds on the related
Mortgage Loan are a source of recovery not only for the P&I Advance under consideration, but also as a potential source of
recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amount which is being or may be deferred or delayed,
(ii) consider (among other things) the obligations of the Borrower under the terms of the related Mortgage Loan (or the Loan
Combination, as applicable) as it may have been modified, (iii) consider (among other things) the related Mortgaged Properties
in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions (consistent
with the Servicing Standard in the case of the Master Servicer and the Special Servicer) regarding the possibility and effects
of future adverse change with respect to such Mortgaged Properties, (iv) estimate and consider (consistent with the Servicing
Standard in the case of the Master Servicer and the Special Servicer) (among other things) future expenses and (v) estimate
and consider (among other things) the timing of recoveries.


 


The Master Servicer,
the Special Servicer and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior P&I Advances
for purposes of nonrecoverability
determinations as if such Unliquidated Advances were unreimbursed P&I Advances. None of the Master Servicer or Trustee shall
make any P&I Advances with respect to delinquent amounts due on any Companion Loan. If an Appraisal of the related Mortgaged
Property shall not have been obtained within the prior 9-month period (and the Master Servicer and the Trustee shall each request
any such appraisal from the Special Servicer prior to ordering an Appraisal pursuant to this sentence) or if such an Appraisal
shall have been obtained but as a result of unforeseen occurrences, such Appraisal does not, in the good faith determination of
the Master Servicer, the Special Servicer or the Trustee, reflect current market conditions, and the Master Servicer or the Trustee,
as applicable, and the Special Servicer cannot agree on the appropriate downward adjustment to such Appraisal, the Master Servicer,
the Special Servicer or the Trustee, as the case may be, may, subject to its reasonable and good faith determination that such
Appraisal will demonstrate the nonrecoverability of the related Advance, obtain an Appraisal for such purpose at the expense of
the Trust Fund (subject, in the case of any Serviced Loan Combination, to the allocation provisions of the related Intercreditor
Agreement).


 


Any such
determination by the Master Servicer, Special Servicer or the Trustee that the Master Servicer or Trustee, as applicable, has
made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable
P&I Advance shall be evidenced by a certificate of a Servicing Officer delivered to the Trustee, the Certificate
Administrator, the Operating Advisor, the Special Servicer, any related Serviced Pari Passu Companion Loan holder(s), the
Directing Holder (but only if no Consultation Termination Event has occurred and is continuing) and the Depositor and, in the
case of the Trustee, by a certificate of a Responsible Officer of the Trustee, delivered to the Depositor, the Directing
Holder (but only if no Consultation Termination Event has occurred and is continuing), the Operating Advisor, the Certificate
Administrator, the Master Servicer and the Special Servicer, which in each case sets forth such nonrecoverability
determination and the considerations of the Master Servicer, Special Servicer or the Trustee, as applicable, forming


 






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the
basis of such determination (such certificate accompanied by, to the extent available, income and expense statements, rent rolls,
occupancy status, property inspections and other information used by the Master Servicer, Special Servicer or the Trustee, as
applicable, to make such determination, together with any existing Appraisal or any Updated Appraisal); provided, that
the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that any P&I Advance
previously made or proposed to be made is nonrecoverable and shall deliver to the Master Servicer, the Directing Holder (but only
if no Consultation Termination Event has occurred and is continuing), the Operating Advisor, the Certificate Administrator, the
Trustee and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website
pursuant to Section 3.14(d) of this Agreement), notice of such determination, together with a certificate of a Servicing
Officer and the supporting information described above. Any such determination shall be conclusive and binding on the Master Servicer,
the Special Servicer and the Trustee.


 


Any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination or prohibit any
such other authorized Person from making a determination, that a P&I Advance constitutes, or would constitute a Nonrecoverable
Advance) and (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) may obtain, at
the expense of the Trust Fund (subject, in the case
of any Serviced Loan Combination, to the allocation provisions of the related Intercreditor Agreement), any analysis, Appraisals
or market value estimates or other information for such purposes. Absent bad faith, any such determination as to the recoverability
of any P&I Advance shall be conclusive and binding on the Certificateholders.


 


Notwithstanding the above,
(i) the Trustee shall be entitled to rely conclusively on and be bound by any determination by the Master Servicer or the Special
Servicer, as applicable, that a P&I Advance, if made, would be a Nonrecoverable P&I Advance and (ii) the Master Servicer
will be entitled to rely conclusively on and be bound by any determination of the Special Servicer that a P&I Advance, if made,
would be a Nonrecoverable P&I Advance (but this statement shall not be construed to entitle the Special Servicer to reverse
any other authorized Person’s determination, or to prohibit any such other authorized Person from making a determination
that an advance constitutes, or would constitute, a Nonrecoverable Advance). The Trustee, in determining whether or not a P&I
Advance previously made is, or a proposed P&I Advance, if made, would be, a Nonrecoverable P&I Advance shall use its good
faith business judgment. The Special Servicer shall promptly furnish the Master Servicer and the Trustee with any information in
its possession regarding the Specially Serviced Loans and REO Properties as each such party may reasonably request for purposes
of making recoverability determinations. Notwithstanding anything to the contrary in this Agreement, the Special Servicer shall
have no obligation to make an affirmative determination that any P&I Advance is, or would be, a Nonrecoverable P&I Advance,
and in the absence of a determination by the Special Servicer that such a P&I Advance is a Nonrecoverable P&I Advance,
then all such decisions shall remain with the Master Servicer or Trustee, as applicable.


 


(d)          In
connection with the recovery of any P&I Advance out of the Collection Account pursuant to Section 3.06(a) of this Agreement
or any Serviced Loan Combination Collection Account pursuant to Section 3.06(b) of this Agreement, the Master


 






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Servicer
shall be entitled to pay itself or the Trustee, as the case may be (in reverse of such order with respect to any Mortgage Loan
or REO Property) out of any amounts then on deposit in the Collection Account or the applicable Serviced Loan Combination Collection
Account (subject to the provisions of Section 3.06) (to the extent amounts therein relate to the Mortgage Loans, taking into
account the related Intercreditor Agreement), interest at the Advance Rate in effect from time to time, accrued on the amount
of such P&I Advance from the date made to but not including the date of reimbursement with respect to the Mortgage Loan that
the Master Servicer is servicing. The Master Servicer shall reimburse itself or the Trustee, as the case may be, for any outstanding
P&I Advance as soon as practicably possible after funds available for such purpose are deposited in the Collection Account
or the applicable Serviced Loan Combination Collection Account with respect to the Mortgage Loan that the Master Servicer is servicing.





 


Notwithstanding anything
to the contrary contained in Section 4.06 of this Agreement, (i) neither the Master Servicer nor the Trustee shall make
an advance for Excess Interest, Yield Maintenance Charges or Penalty Charges and (ii) if the Master Servicer receives notice
of an Appraisal Reduction Event and the related Appraisal Reduction Amount, the interest portion of any P&I Advance with respect
to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) as to which there has been an Appraisal Reduction Amount will be an
amount equal to the product of (x) the amount required to be advanced without giving effect to the Appraisal Reduction Amount
and (y) a fraction, the numerator of which is the Stated Principal Balance of such Mortgage Loan as of the immediately preceding
Determination Date less any Appraisal Reduction Amount applicable to such Mortgage Loan and the denominator of which is the Stated
Principal Balance of such Mortgage Loan as of such Determination Date. All P&I Advances for any Mortgage Loans that have been
modified shall be calculated on the basis of their terms as modified. With respect to any Non-Serviced Mortgage Loan, if the Master
Servicer or the Trustee, as applicable, does not receive notice of an Appraisal Reduction Event and the related Appraisal Reduction
Amount from the related Other Servicer, then the Master Servicer or the Trustee, as applicable, shall have no obligation to proportionately
reduce the interest portion of any P&I Advance required to be made by the Master Servicer or the Trustee, as applicable. With
respect to any Non-Serviced Companion Loan that has already been securitized prior to the Closing Date, the Master Servicer, on
behalf of the Trust, shall notify each Other Servicer and each Other Trustee of a Non-Serviced Mortgage Loan that (a) such Non-Serviced
Mortgage Loan has been included in this Trust and (b) upon (i) the existence of an Appraisal Reduction Event and/or (ii) the related
calculation of any Appraisal Reduction Amount (or receipt of notice of any such calculation), such Other Servicer shall provide
the Master Servicer (who shall promptly provide to the Special Servicer and, prior to a Consultation Termination Event, to the
Directing Holder) and the Trustee with prompt written notice of the existence of any such Appraisal Reduction Event and/or any
such Appraisal Reduction Amount once calculated. With respect to any Serviced Companion Loan, the Master Servicer and the Trustee
shall notify the related Other Servicer and Other Trustee of the existence of an Appraisal Reduction Event and any related Appraisal
Reduction Amount. The Master Servicer and the Trustee shall be deemed to have delivered notice of any such Appraisal Reduction
Event and any related Appraisal Reduction Amount if the Master Servicer includes such event and/or amount in its monthly servicer
statements provided to the other servicer.


 






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The portion of any
Insurance Proceeds and Net Liquidation Proceeds in respect of a Mortgage Loan or any REO Loan allocable to principal shall
equal the total amount of such proceeds minus (i) any portion thereof payable to the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator or the Trustee pursuant to this Agreement and (ii) a
portion thereof equal to the interest component of the Monthly Payment(s), as accrued at the related Net Mortgage
Pass-Through Rate from the date as to which interest was last paid by the Borrower up to but not including the Due Date in
the Collection Period in which such proceeds are received; provided, if the interest portion(s) of one or more P&I
Advances with respect of such Mortgage Loan or REO Loan, as applicable, were reduced as a result of an Appraisal Reduction
Event, the amount of the Net Liquidation Proceeds to be applied to interest shall be reduced by the aggregate amount of such
reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such amount, and
if the amount of the Net Liquidation Proceeds to be applied to principal has been applied to pay the principal of such
Mortgage Loan or REO Loan in full, any remaining Net Liquidation Proceeds shall then be applied to pay any remaining accrued
and unpaid interest of such Mortgage Loan or REO Loan.


 



(e)          With respect to
any Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer and the Trustee will each be permitted to make its determination
that the Master
Servicer or the Trustee has made a P&I Advance on such Mortgage Loan that is a Nonrecoverable P&I Advance or that any
proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance with respect to such Mortgage Loan in accordance
with Section 4.07(a) independently of any determination made by the Other Servicer (or any master servicer with respect
to a commercial mortgage securitization holding another Non-Serviced Companion Loan related to such Non-Serviced Mortgage Loan,
if any) under the Other Pooling and Servicing Agreement (or any pooling and servicing agreement with respect to a commercial mortgage
securitization holding another Non-Serviced Companion Loan related to such Non-Serviced Mortgage Loan, if any). If the Master
Servicer, the Special Servicer or the Trustee, as applicable, determines that a proposed P&I Advance with respect to any Non-Serviced
Mortgage Loan, if made, or any outstanding P&I Advance with respect to any Non-Serviced Mortgage Loan previously made, would
be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall
provide the Other Servicer (and any master servicer with respect to a commercial mortgage securitization holding another Non-Serviced
Companion Loan related to such Non-Serviced Mortgage Loan, if any), the Other Special Servicer and Other Trustee with written
notice of such determination, promptly and in any event within two (2) Business Days after such determination or such longer time
period permitted by the applicable Intercreditor Agreement. If the Master Servicer receives written notice from an Other Servicer
(or any master servicer with respect to a commercial mortgage securitization holding another Non-Serviced Companion Loan related
to such Non-Serviced Mortgage Loan, if any) that it has determined, with respect to the related Non-Serviced Companion Loan, that
any proposed advance of principal and/or interest with respect to the related Non-Serviced Companion Loan would be, or any outstanding
advance of principal and interest is, a nonrecoverable advance of principal and/or interest, such determination shall not be binding
on the Certificateholders, the Master Servicer or the Trustee; provided that, with respect to each Non-Serviced Loan Combination,
each of


 






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the
Master Servicer and the Trustee shall be entitled to conclusively rely on any such nonrecoverability determination.


 


If the Master Servicer
receives notice from a Rating Agency that it is no longer approved as a master servicer for commercial mortgage securitizations,
it shall promptly notify the Trustee, any Other Trustee, any Other Servicer and any other trustee or master servicer with respect
to each commercial mortgage securitization that holds a Non-Serviced Companion Loan related to a Non-Serviced Mortgage Loan, if
any.


 


(f)          With
respect to any Serviced Loan Combination that has a Serviced Companion Loan, the Master Servicer will be permitted to make its
determination that it has made a P&I Advance on the related Mortgage Loan that is a Nonrecoverable P&I Advance or that
any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance with respect to such Mortgage Loan in
accordance with Section 4.07(a) independently of any determination made in respect of the related Serviced Companion
Loan, by the master servicer under the related Other Pooling and Servicing Agreement. If the Master Servicer or Trustee, as applicable,
determines that a proposed P&I Advance with respect to such Serviced Loan Combination, if made, or any outstanding P&I
Advance with respect to any such Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance or if
the Master Servicer or Trustee, as applicable, subsequently determines that a proposed Property Advance would be a Nonrecoverable
Advance or an outstanding Property Advance is or would be a Nonrecoverable Advance, the Master Servicer or Trustee, as applicable,
shall provide the Other Servicer, Other Special Servicer and the Other Trustee under each related Other Pooling and Servicing
Agreement with written notice of such determination, promptly and in any event within two (2) Business Days after such determination
or such longer time period permitted by the applicable Intercreditor Agreement. If the Master Servicer receives written notice
from any master servicer under any such Other Pooling and Servicing Agreement that such master servicer has determined, with respect
to the related Serviced Companion Loan, that any proposed advance of principal and/or interest with respect to such Serviced Companion
Loan would be, or any outstanding advance of principal and interest is, a nonrecoverable advance of principal and/or interest,
such determination shall not be binding on the Certificateholders, the Master Servicer or the Trustee; provided that, with
respect to each Non-Serviced Loan Combination, each of the Master Servicer and the Trustee shall be entitled to conclusively rely
on any such nonrecoverability determination.


 


If the Master Servicer
or Special Servicer receives notice from a Rating Agency that it is no longer approved as a master servicer or a special servicer,
as applicable, for commercial mortgage securitizations, it shall promptly notify the Trustee, any Other Trustee, any Other Servicer
and any other trustee or master servicer with respect to each commercial mortgage securitization that holds a Serviced Pari Passu
Companion Loan related to any Serviced Loan Combination, if any.


 


(g)          The Master Servicer
or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes to the extent permitted pursuant
to Section 3.06 of this Agreement together with any related Advance Interest Amount in respect of such P&I Advances to
the extent permitted pursuant to Section 3.06 of this Agreement and the Master Servicer and the Special Servicer each hereby
covenants and agrees to promptly seek and effect


 






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the
reimbursement of such Advances from the related Borrowers to the extent permitted by applicable law and the related Mortgage Loan
and this Agreement.


 


Section 4.08         Appraisal
Reductions. (a) For purposes of (x) determining the Controlling Class (and whether a Control Termination Event has
occurred and is continuing) and (y) determining the Voting Rights of the related Classes for purposes of removal of the
Special Servicer, Appraisal Reduction Amounts allocated to the Mortgage Loans will be allocated to each Class of Sequential
Pay Certificates in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate
Balance of each such Class of Certificates is reduced to zero (i.e., first, to the Class J Certificates; second,
to the Class H Certificates, third, to the Class G Certificates, fourth, to the Class F
Certificates, fifth, to the Class E Certificates, sixth, to the Class D Certificates, seventh,
to the Class C Certificates, eighth, to the Class B Certificates, ninth, to the Class A-M Certificates, and finally,
to the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, pro rata, based on
their Certificate Balances).


 


The Master Servicer
shall notify the Certificate Administrator of the amount of any Appraisal Reduction Amount allocated to each Mortgage Loan or
Serviced Loan Combination. Based on information in its possession, the Certificate Administrator shall determine from time to
time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class,
the Certificate Administrator shall notify the Master Servicer, the Special Servicer and the Operating Advisor of such event,
including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such
information from the Depository being an expense of the Trust).


 


(b)          The Holders of
the majority (by Certificate Balance) of any Class of Control Eligible Certificates whose aggregate Certificate Balance, as notionally
reduced by Appraisal Reduction Amounts allocated thereto, is less than 25% of the initial Certificate Balance of such Class (such
Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of
such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal of any Mortgage
Loan for which an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”), and use its
commercially reasonable efforts to obtain an Appraisal prepared on an “as-is” basis by an MAI appraiser reasonably
acceptable to the Special Servicer within 60 days from receipt of the Requesting Holders’ written request. Any Appraised-Out
Class for which the Requesting Holders are challenging the Appraisal Reduction Amount determination shall not exercise any rights
of the Controlling Class until such time, if any, as such Class is reinstated as the Controlling Class and the rights of the Controlling
Class will be exercised by the most senior Control Eligible Certificates, if any, during such period.


 


In addition, the Requesting
Holders of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional
appraisal of any Mortgage Loan for which an Appraisal Reduction Event has occurred if an event has occurred at or with regard to
the related Mortgaged Property or Mortgaged Properties that would have a material effect on its Appraised Value, and the Special
Servicer shall use reasonable efforts to obtain an Appraisal prepared on an “as-is” basis by an MAI appraiser reasonably
acceptable to the Special Servicer within 60 days from receipt of the Requesting


 






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Holders’
written request; provided that the Special Servicer shall not be required to obtain such appraisal if it determines in
accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties
have occurred that would have a material effect on the Appraised Value of the related Mortgaged Property or Mortgaged Properties.
The right of the holders of an Appraised-Out Class to require the Special Servicer to order an additional appraisal as described
in this paragraph shall be limited to no more frequently than once in any 9-month period with respect to any Mortgage Loan.


 


Upon receipt of any such
second Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment
of such second Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted shall direct the
Master Servicer to, and the Master Servicer shall, recalculate such Appraisal Reduction Amount based upon such second Appraisal.
If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class.


 


Appraisals that are
permitted to be obtained by the Special Servicer at the request of holders of an Appraised-Out Class shall be in addition to any
appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement
without regard to any appraisal requests made by any holder of an Appraised-Out Class. 





 


(c)          An appraisal for
any Mortgage Loan that has not been brought current for at least three consecutive months (or paid in full, liquidated, repurchased
or otherwise disposed of) will be updated every 9 months for so long as an Appraisal Reduction Event exists.


 


(d)          Notwithstanding
the foregoing, within 60 days after an Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring
by reason of clause (ii) of the definition thereof, within 30 days of such Appraisal Reduction Event) (i) with
respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) or applicable Serviced Loan Combinations having a Stated Principal
Balance of $2,000,000 or higher, the Special Servicer shall order and use commercially reasonable efforts to obtain an Updated
Appraisal or (ii) with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) or applicable Serviced Loan Combinations
having a Stated Principal Balance of less than $2,000,000, the Special Servicer, at its option, shall (A) provide a Small
Loan Appraisal Estimate within the same time period as an Appraisal would otherwise be required and such Small Loan Appraisal Estimate
shall be used in lieu of an Updated Appraisal to calculate the Appraisal Reduction Amount for such Mortgage Loans or applicable
Serviced Loan Combinations; or (B) order and use commercially reasonable efforts to obtain an Updated Appraisal.


 


(e)          On the first Distribution
Date occurring at least two (2) Business Days after the delivery of an Updated Appraisal or completion of a Small Loan Appraisal
Estimate, as applicable, the Master Servicer shall adjust the Appraisal Reduction Amount to take into account such Updated Appraisal
or Small Loan Appraisal Estimate, as applicable, obtained from the Special Servicer. Each Appraisal Reduction Amount shall also
be adjusted to take into account any subsequent Small Loan Appraisal Estimate or Updated Appraisal, as


 






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applicable,
and any letter updates, as of the date of each such subsequent Small Loan Appraisal Estimate, Updated Appraisal or letter update,
as applicable.


 


Section 4.09         Grantor
Trust Reporting. (a) The Certificate Administrator shall maintain adequate books and records to account for the
separate entitlements of the Grantor Trust.


 


(b)          The parties intend
that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions thereof shall be interpreted
consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage of market fluctuations
or so as to improve the rate of return of the Class V Certificates, and shall otherwise comply with Treasury Regulations Section 301.7701-4(c).
The Certificate Administrator shall file or cause to be filed with the IRS Form 1041 (or, if the Grantor Trust is a WHFIT, information
will be provided on Form 1099) or such other form as may be applicable and shall furnish or cause to be furnished to the Holders
of the Class V Certificates their allocable share of income and expense with respect to the Class V Specific Grantor Trust
Assets and proceeds thereof, as such amounts are received or accrue, as applicable.


 



(c)          (i)
The Grantor Trust will be treated as a WHFIT that is a WHMT and, the Certificate Administrator shall report as required
under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator
to do so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator shall be entitled to
assume that the Class V Certificates is not held by any “Middleman” until such time as it receives notice that
any Class V Certificate is held through a “Middleman,” and shall not be liable for any tax reporting penalties
that may arise under the WHFIT Regulations, and shall be entitled to indemnification in accordance with the terms of this
Agreement in the event that the IRS makes a determination that such assumption or notice is incorrect.


 


(ii)          The
Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method,
except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under
no obligation to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make
available (via the Certificate Administrator’s Website) WHFIT information to Certificateholders annually. In addition, the
Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information
to any Certificateholder, unless requested by the Certificateholder.


 


(iii)          The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any
penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each
owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance
of its interest in such class of securities, will be deemed to have agreed to


 






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provide
the Certificate Administrator with information regarding any sale of such securities, including the price, amount of proceeds
and date of sale. Absent receipt of information regarding any sale of Certificates, including the price, amount of proceeds and
date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary
market trading of WHFIT interests.


 


(iv)          To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate
Administrator’s Website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will
represent the Rule 144A CUSIPs. The Certificate Administrator shall make reasonable good faith efforts to keep the website
accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Certificate Administrator will
use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting
delays that result from the receipt of inaccurate or untimely CUSIP information.


 



Article V



THE CERTIFICATES


 


Section 5.01         The
Certificates. (a) The Certificates consist of the Class A-1 Certificates, the Class A-2 Certificates, the
Class A-SB Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-M Certificates, the
Class XP-A Certificates, the Class XS-A Certificates, the Class X-B Certificates, the Class X-C Certificates,
the Class X-D Certificates, the Class X-E Certificates, the Class X-F Certificates, the Class B Certificates, the
Class C Certificates, the Class D Certificates, the Class E Certificates, the Class F Certificates, the
Class G Certificates, the Class H Certificates, the Class J Certificates, the Class V Certificates, the
Class R Certificates and the Class LR Certificates.


 


The Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class XP-A, Class XS-A, Class X-B, Class X-C, Class X-D,
Class X-E, Class X-F, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class V,
Class R and Class LR Certificates will be substantially in the forms for such Class of Certificates as set forth next
to such Classes in the Table of Exhibits to this Agreement. The Certificates of each Class (other than the Class V,
Class R and Class LR Certificates) will be issuable in registered form only, in minimum denominations of authorized Certificate
Balance or Notional Balance, as applicable, as described in the succeeding table, and multiples of $l in excess thereof (or such
lesser amount if the Certificate Balance or Notional Balance, as applicable, is not a multiple of $1). With respect to any Certificate
or any beneficial interest in a Certificate, the “Denomination” thereof shall be (i) the amount (A) set forth
on the face thereof or (B) in the case of any Global Certificate, set forth on a schedule attached thereto or, in the case
of any beneficial interest in a Global Certificate, the amount set forth on the books and records of the related Depository Participant
or indirect participating brokerage firm, as applicable, (ii) expressed in terms of Certificate Balance or Notional Balance,
as applicable, and (iii) be in an authorized denomination, as set forth below.


 






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	Class
	 	Minimum

                                         Denomination


	 	Aggregate
                                         Denomination of
 all Certificates of Class



	A-1	 	$	10,000	 	 	$	39,109,000	 
	A-2	 	$	10,000	 	 	$	210,190,000	 
	A-SB	 	$	10,000	 	 	$	53,371,000	 
	A-3	 	$	10,000	 	 	$	125,000,000	 
	A-4	 	$	10,000	 	 	$	244,968,000	 
	XP-A	 	$	100,000	 	 	$	733,896,000	 
	XS-A	 	$	100,000	 	 	$	733,896,000	 
	A-M	 	$	10,000	 	 	$	61,258,000	 
	B	 	$	10,000	 	 	$	51,649,000	 
	C	 	$	10,000	 	 	$	43,241,000	 
	X-B	 	$	1,000,000	 	 	$	94,890,000	 
	X-C	 	$	1,000,000	 	 	$	52,850,000	 
	X-D	 	$	1,000,000	 	 	$	22,822,000	 
	X-E	 	$	1,000,000	 	 	$	22,822,000	 
	X-F	 	$	1,000,000	 	 	$	33,632,147	 
	D	 	$	100,000	 	 	$	28,828,000	 
	E	 	$	100,000	 	 	$	24,022,000	 
	F	 	$	100,000	 	 	$	22,822,000	 
	G	 	$	100,000	 	 	$	10,810,000	 
	H	 	$	100,000	 	 	$	12,012,000	 
	J	 	$	100,000	 	 	$	33,632,147	 








 


Each Certificate will
share ratably in all rights of the related Class.


 


The Class V, Class R
and Class LR Certificates will each be issuable in one or more Individual Certificates in minimum denominations of 5% Percentage
Interests and integral multiples of a 1% Percentage Interest in excess thereof and together aggregating the entire 100% Percentage
Interest in each such Class.


 


The Global Certificates
shall be issued as one or more certificates registered in the name of a nominee designated by the Depository, and Beneficial Owners
shall hold interests in the Global Certificates through the book-entry facilities of the Depository in the minimum Denominations
and aggregate Denominations and Classes as set forth above.


 


The Global Certificates
shall in all respects be entitled to the same benefits under this Agreement as Individual Certificates authenticated and delivered
hereunder.


 


(b)          Except insofar
as pertains to any Individual Certificate, the Trust Fund, the Certificate Administrator, the Paying Agent and the Trustee may
for all purposes (including the making of payments due on the Global Certificates and the giving of notice to Holders thereof)
deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Global Certificates for
the purposes of exercising the rights of Certificateholders hereunder; provided, that, for purposes of transmitting communications
pursuant to Section 5.05(a) of this Agreement, to the extent that the Depositor has provided the Certificate Administrator
with the names of Beneficial Owners (even if such Certificateholders hold their Certificates through the Depository) the Certificate
Administrator


 






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shall
provide such information to such Beneficial Owners directly. The rights of Beneficial Owners with respect to Global Certificates
shall be limited to those established by law and agreements between such Certificateholders and the Depository and Depository
Participants. Except as set forth in Section 5.01(e) below, Beneficial Owners of Global Certificates shall not be entitled
to physical certificates for the Global Certificates as to which they are the Beneficial Owners. Requests and directions from,
and votes of, the Depository as Holder of the Global Certificates shall not be deemed inconsistent if they are made with respect
to different Beneficial Owners. Subject to the restrictions on transfer set forth in this Section 5.01 of this Agreement
and Applicable Procedures, the holder of a beneficial interest in a Private Global Certificate may request that the Certificate
Administrator cause the Depository (or any Agent Member) to notify the Certificate Registrar and the Certificate Custodian in
writing of a request for transfer or exchange of such beneficial interest for an Individual Certificate or Certificates. Upon
receipt of such a request and payment by the related Beneficial Owner of any attendant expenses, the Certificate Administrator
shall cause the issuance and delivery of such Individual Certificates. The Certificate Registrar may establish a reasonable record
date in connection with solicitations of consents from or voting by Certificateholders and give notice to the Depository of such
record date. Without the written consent of the Certificate Registrar, no Global Certificate may be transferred by the Depository
except to a successor Depository that agrees to hold the Global Certificates for the account of the Beneficial Owners.


 


(c)          Any
of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted
or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required
to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the
Certificates are admitted to trading, or to conform to general usage. 


 


(d)          The Global Certificates
(i) shall be delivered by the Certificate Registrar to the Depository or, pursuant to the Depository’s instructions
on behalf of the Depository to, and deposited with, the Certificate Custodian, and in either case shall be registered in the name
of Cede & Co. and (ii) shall bear a legend substantially to the following effect:


 


“Unless this certificate is presented
by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the
Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.”


 






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The Global Certificates
may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend
as may be appropriate.


 


(e)          If (i) the
Depository advises the Certificate Administrator in writing that the Depository is no longer willing or able properly to discharge
its responsibilities as Depository, and the Depositor is unable to locate a qualified successor or (ii) the Depositor, at
its sole option, elects in writing to the Certificate Administrator and to the Depository to terminate the book-entry system through
the Depository with respect to all or any portion of any Class of Certificates, the Certificate Administrator shall notify the
affected Beneficial Owner or Owners through the Depository of the occurrence of such event and the availability of Individual Certificates
to such Beneficial Owners requesting them. Upon surrender to the Certificate Administrator of Global Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of transfer, the Certificate Administrator shall
issue the Individual Certificates. Neither the Trustee, the Certificate Administrator, the Certificate Registrar, the Master Servicer,
the Special Servicer nor the Depositor shall be liable for
any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions.
Upon the issuance of Individual Certificates, the Trustee, the Certificate Administrator, the Certificate Registrar and the Master
Servicer shall recognize the Holders of Individual Certificates as Certificateholders hereunder.


 


(f)          If
the Trustee, its agents, the Certificate Administrator, its agents or the Master Servicer or Special Servicer have
instituted or have been directed to institute any judicial proceeding in a court to enforce the rights of the
Certificateholders under the Certificates, and the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer have been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer to obtain possession of the Certificates, the
Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer may in their sole discretion determine
that the Certificates represented by the Global Certificates shall no longer be represented by such Global Certificates. In
such event, the Certificate Administrator or the Authenticating Agent will execute and authenticate and the Certificate
Registrar will deliver, in exchange for such Global Certificates, Individual Certificates (and if the Certificate
Administrator or the Certificate Custodian has in its possession Individual Certificates previously executed, the
Authenticating Agent will authenticate and the Certificate Registrar will deliver such Certificates) in a Denomination equal
to the aggregate Denomination of such Global Certificates.


 


(g)          If the Trust Fund
ceases to be subject to Section 13 or 15(d) of the Exchange Act, the Certificate Administrator shall make available to
each Holder and Beneficial Owner of a Class of Certificates, upon request of such a Holder, information, to the extent such information
is in its possession, substantially equivalent in scope to the information currently filed by the Certificate Administrator with
the Commission pursuant to the Exchange Act, plus additional information required to be provided for securities qualifying for
resales under Rule 144A under the Act.


 






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For so long as the Class V,
Class R or Class LR Certificates remain outstanding, none of the Depositor, the Trustee or the Certificate Registrar shall take
any action which would cause the Trust Fund to fail to be subject to Section 15(d) of the Exchange Act.


 


(h)          Each Certificate
may be printed or in typewritten or similar form, and each Certificate shall, upon original issue, be executed and authenticated
by the Certificate Administrator or the Authenticating Agent and delivered to, or at the order of, the Depositor. All Certificates
shall be executed by manual or facsimile signature on behalf of the Certificate Administrator or Authenticating Agent by an authorized
officer or signatory. Certificates bearing the signature of an individual who was at any time the proper officer or signatory of
the Certificate Administrator or Authenticating Agent shall bind the Certificate Administrator or Authenticating Agent, notwithstanding
that such individual has ceased to hold such office or position prior to the delivery of such Certificates or did not hold such
office or position at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be
valid for any purpose, unless there appears on such Certificate a certificate of authentication in the form set forth in Exhibits
A-1 through A-23 executed by the Authenticating Agent by manual signature, and such certificate of authentication upon
any Certificate
shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.
All Certificates shall be dated the date of their authentication.


 


(i)          If,
in connection with any Distribution Date, the Certificate Administrator shall have reported the amount of an anticipated distribution
to the Depository based on the expected receipt of any monthly payment based on information set forth in any report of the Master
Servicer or the Special Servicer, or any other monthly payment, Balloon Payment or prepayment expected to be or which is paid
on the last two Business Days preceding such Distribution Date, and the related Borrower fails to make such payments at such time,
the Certificate Administrator shall use commercially reasonable efforts to cause the Depository to make the revised distribution
on a timely basis on such Distribution Date. The Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer
and the Special Servicer shall not be liable or held responsible for any resulting delay (or claims by the Depository resulting
therefrom) in the making of such distribution to Certificateholders. Any out-of-pocket costs incurred by the Certificate Administrator
as a consequence of a Borrower failing to make such payments shall be reimbursable to the Certificate Administrator as an expense
of the Trust Fund. 





 


Section 5.02         Registration,
Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept at its offices
books (the “Certificate Register”) for the registration, transfer and exchange of Certificates (the
Certificate Administrator, in such capacity, being the “Certificate Registrar”). The Depositor, the
Trustee, the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a
copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the
information set forth in the Certificate Register. The names and addresses of all Certificateholders and the names and
addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, in no
event shall the Certificate Registrar be required to maintain in the Certificate Register the


 






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names
of the individual Participants holding beneficial interests in the Trust Fund through the Depository. The Person in whose name
any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement
and the Depositor, Certificate Registrar, the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator, any
Paying Agent and any agent of any of them shall not be affected by any notice or knowledge to the contrary. An Individual Certificate
is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its offices together
with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements of Section 5.01(h)
and Sections 5.02(c), (d), (e), (f), (g), (h) and (i) of this Agreement. Upon request of the Certificate Administrator, the Certificate
Registrar shall provide the Certificate Administrator with the names, addresses and Percentage Interests of the Holders.


 


(b)          Upon surrender
for registration of transfer of any Individual Certificate, subject to the requirements of Sections 5.02(c), (d), (e), (f),
(g), (h) and (i) of this Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate
in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination
as the Individual Certificate being surrendered.
Such Certificates shall be delivered by the Certificate Registrar in accordance with Section 5.02(e) of this Agreement. Each
Certificate surrendered for registration of transfer shall be canceled and subsequently destroyed by the Certificate Registrar.
Each new Certificate issued pursuant to this Section 5.02 shall be registered in the name of any Person as the transferring
Holder may request, subject to the provisions of Sections 5.01(h) and 5.02(c), (d), (e), (f), (g), (h) and (i) of this Agreement.


 


(c)            In addition to
the provisions of Sections 5.01(h) and 5.02(d), (e), (f), (g), (h) and (i) of this Agreement and the rules of the Depository,
the exchange, transfer and registration of transfer of Private Certificates that are Individual Certificates or beneficial interests
in the Private Global Certificates shall be subject to the following restrictions:


 


(i)             Transfers
between Holders of Individual Certificates. With respect to the transfer and registration of transfer of an Individual Certificate
representing an interest in a Class of Private Certificates to a transferee that takes delivery in the form of an Individual Certificate
(other than transfers of the Class V, Class R and Class LR Certificates, which may be made only in accordance with Section 5.02(i)
of this Agreement):


 


(A)          Other
than the initial transfer from the Initial Purchasers to an initial investor, the Certificate Registrar shall register the
transfer of such Individual Certificate if the requested transfer is being made by a transferee who has provided the
Certificate Registrar with an Investment Representation Letter substantially in the form of Exhibit D-1 to this
Agreement (an “Investment Representation Letter”), to the effect that the transfer is being made to a
Qualified Institutional Buyer in accordance with Rule 144A;


 


(B)          The
Certificate Registrar shall register the transfer of such Individual Certificate pursuant to Regulation S after the expiration
of the


 






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Restricted
Period if (1) the transferor has provided the Certificate Registrar with a Regulation S Transfer Certificate substantially
in the form of Exhibit G to this Agreement (a “Regulation S Transfer Certificate”), and (2) the
transferee furnishes to the Certificate Registrar an Investment Representation Letter; or


 


(C)          The
Certificate Registrar shall register the transfer of such Individual Certificate if prior to the transfer such transferee furnishes
to the Certificate Registrar (1) an Investment Representation Letter to the effect that the transfer is being made to an Institutional
Accredited Investor or to an Affiliated Person in accordance with an applicable exemption under the Act, and (2) in the case
of a transfer to an Affiliated Person, an opinion of counsel acceptable to the Certificate Registrar that such transfer is in compliance
with the Act;


 


and, in each case, the Certificate
Registrar shall register the transfer of such Individual Certificate only if prior to the transfer the transferee furnishes to
the Certificate Registrar a written undertaking by the transferor to reimburse the Trust Fund for any costs incurred by it in connection
with the proposed transfer. In addition, the Certificate Registrar may, as a condition of the registration of any such transfer,
require the transferor to furnish such other certificates, legal opinions or other information (at the transferor’s expense)
as the Certificate Registrar may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Act and other applicable laws.


 


(ii)            Transfers
within the Private Global Certificates. Notwithstanding any provision to the contrary herein, so long as a Private Global Certificate
remains outstanding and is held by or on behalf of the Depository, transfers within such Global Certificate shall only be made
in accordance with this Section 5.02(c)(ii).


 


(A)          Rule 144A
Global Certificate to Regulation S Global Certificate During the Restricted Period. If, during the Restricted Period, a
Beneficial Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its beneficial interest
in such Rule 144A Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial
interest in the related Regulation S Global Certificate, such Beneficial Owner may, in addition to complying with all
applicable rules and procedures of the Depository and Clearstream or Euroclear applicable to transfers by their respective
participants (the “Applicable Procedures”), transfer or cause the transfer of such beneficial interest for
an equivalent beneficial interest in such Regulation S Global Certificate only upon compliance with the provisions of this
Section 5.02(c)(ii)(A). Upon receipt by the Certificate Registrar at the Corporate Trust Office of (1) written
instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate Registrar to
credit or cause to be credited to another specified Agent Member’s account a beneficial interest in the Regulation S
Global Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Global Certificate


 






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to
be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the
account of the Agent Member and the Euroclear or Clearstream account, as the case may be, to be credited with, and the account
of the Agent Member to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit H to
this Agreement given by the Beneficial Owner of such interest, the Certificate Registrar shall instruct the Depository or the
Certificate Custodian, as applicable, to reduce the Denomination of the Rule 144A Global Certificate by the Denomination
of the beneficial interest in the Rule 144A Global Certificate to be so transferred and, concurrently with such reduction,
to increase the Denomination of the Regulation S Global Certificate by the Denomination of the beneficial interest in the Rule 144A
Global Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such
instructions (who shall be an Agent Member acting for or on behalf of Euroclear or Clearstream, or both, as the ease may be) a
beneficial interest in the Regulation S Global Certificate having a Denomination equal to the amount by which the Denomination
of the Rule 144A Global Certificate was reduced upon such transfer.


 



(B)          Rule 144A
Global Certificate to Regulation S Global Certificate After the Restricted Period. If, after the Restricted Period, a Beneficial
Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its beneficial interest in such Rule 144A
Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Regulation
S Global Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer
of such beneficial interest for an equivalent beneficial interest in such Regulation S Global Certificate only upon compliance
with the provisions of this Section 5.02(c)(ii)(B). Upon receipt by the Certificate Registrar at the Corporate Trust Office
of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate
Registrar to credit or cause to be credited to another specified Agent Member’s account a beneficial interest in the Regulation
S Global Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Global Certificate
to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding
the account of the Agent Member and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear
or Clearstream account, as the case may be, to be credited with, and the account of the Agent Member to be debited for, such beneficial
interest, and (3) a certificate in the form of Exhibit I to this Agreement given by the Beneficial Owner of such
interest, the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination
of the Rule 144A Global Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Global
Certificate to be so
transferred and, concurrently with such reduction, to increase the Denomination of the Regulation S Global Certificate by the
aggregate Denomination of the beneficial interest in the Rule 144A Global Certificate to be 


 






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so transferred, and to credit
or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S
Global Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Global Certificate
was reduced upon such transfer.


 


(C)          Regulation
S Global Certificate to Rule 144A Global Certificate. If the Beneficial Owner of an interest in a Regulation S Global
Certificate wishes at any time to transfer its beneficial interest in such Regulation S Global Certificate to a Person who wishes
to take delivery thereof in the form of a beneficial interest in the related Rule 144A Global Certificate, such Beneficial
Owner may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest
for an equivalent beneficial interest in such Rule 144A Global Certificate only upon compliance with the provisions of this
Section 5.02(c)(ii)(C). Upon receipt by the Certificate Registrar at the Corporate Trust Office of (1) written instructions
given in accordance with the Applicable Procedures from an Agent Member directing the Certificate Registrar to credit or cause
to be credited to another specified Agent Member’s account a beneficial interest in the Rule 144A Global Certificate
in an amount equal to the Denomination of the beneficial interest in the Regulation S Global Certificate to be transferred, (2) a
written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member
to be credited with, and the account of the Agent Member or, if such account is held for Euroclear or Clearstream, the Euroclear
or Clearstream account, as the case may be, to be debited for, such beneficial interest, and (3) with respect to a transfer of
a beneficial interest in a Regulation S Global Certificate for a beneficial interest in the related Rule 144A Global Certificate
(i) during the Restricted Period, a certificate in the form of Exhibit J to this Agreement given by the holder
of such beneficial interest or (ii) after the Restricted Period, an Investment Representation Letter from the transferee
to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall instruct the Depository
or the Certificate Custodian, as applicable, to reduce the Denomination of the Regulation S Global Certificate by the aggregate
Denomination of the beneficial interest in the Regulation S Global Certificate to be transferred, and, concurrently with such
reduction, to increase the Denomination of the Rule 144A Global Certificate by the aggregate Denomination of the beneficial
interest in the Regulation S Global Certificate to be so transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions a beneficial interest in such Rule 144A Global Certificate having a Denomination
equal to the amount by which the Denomination of the Regulation S Global Certificate was reduced upon such transfer. 





 


(iii)          Transfers
from the Private Global Certificates to Individual Certificates. Any and all transfers from a Private Global Certificate to
a transferee wishing to take delivery in the form of an Individual Certificate will require the transferee to take delivery subject
to the restrictions on the transfer of such Individual Certificate


 






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described
in a legend set forth on the face of such Certificate substantially in the form of Exhibit F to this Agreement (the
“Securities Legend”), and such transferee agrees that it will transfer such Individual Certificate only as
provided therein and herein. No such transfer shall be made and the Certificate Registrar shall not register any such transfer
unless such transfer is made in accordance with this Section 5.02(c)(iii).


 


(A)          Transfers
of a beneficial interest in a Private Global Certificate to an Institutional Accredited Investor will require delivery in the form
of an Individual Certificate and the Certificate Registrar shall register such transfer only upon compliance with the provisions
of Section 5.02(c)(i)(C) of this Agreement.


 


(B)          Transfers
of a beneficial interest in a Private Global Certificate to a Qualified Institutional Buyer or a Regulation S Investor wishing
to take delivery in the form of an Individual Certificate will be registered by the Certificate Registrar only upon compliance
with the provisions of Section 5.02(c)(i)(A) or (B) of this Agreement, respectively.


 






(C)          Notwithstanding
the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to an Individual Certificate pursuant
to Subparagraph (B) above shall be made prior to the expiration of the Restricted Period.


 


Upon acceptance for exchange
or transfer of a beneficial interest in a Private Global Certificate for an Individual Certificate, as provided herein, the Certificate
Registrar shall endorse on the schedule affixed to the related Private Global Certificate (or on a continuation of such schedule
affixed to such Private Global Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange
or transfer and a decrease in the Denomination of such Private Global Certificate equal to the Denomination of such Individual
Certificate issued in exchange therefor or upon transfer thereof. Unless determined otherwise by the Certificate Registrar and
the Depositor in accordance with applicable law, an Individual Certificate issued upon transfer of or exchange for a beneficial
interest in the Private Global Certificate shall bear the Securities Legend.


 


(iv)         Transfers
of Individual Certificates to the Private Global Certificates. If a Holder of an Individual Certificate wishes at any
time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the
related Regulation S Global Certificate or the related Rule 144A Global Certificate, such transfer may be effected only
in accordance with the Applicable Procedures and this Section 5.02(c)(iv). Upon receipt by the Certificate Registrar at
the Corporate Trust Office of (l) the Individual Certificate to be transferred with an assignment and transfer pursuant to
Section 5.05(a) of this Agreement, (2) written instructions given in accordance with the Applicable Procedures from
an Agent Member directing the Certificate Registrar to credit or cause to be credited to a specified Agent Member’s
account a beneficial interest in such Regulation S Global Certificate or such Rule 144A Global Certificate, as the case
may be, in an amount equal to the Denomination of the


 






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Individual
Certificate to be so transferred, (3) a written order given in accordance with the Applicable Procedures containing information
regarding the account of the Agent Member and, in the case of any transfer pursuant to Regulation S, the Euroclear or Clearstream
account, as the case may be, to be credited with such beneficial interest, and (4) (x) an Investment Representation
Letter from the transferee and, if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Certificate,
a Regulation S Transfer Certificate from the transferor or (y) an Investment Representation Letter from the transferee to
the effect that such transferee is a Qualified Institutional Buyer if delivery is to be taken in the form of a beneficial interest
in the Rule 144A Global Certificate, the Certificate Registrar shall cancel such Individual Certificate, execute and deliver
a new Individual Certificate for the Denomination of the Individual Certificate not so transferred, registered in the name of
the Holder or the Holder’s transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository
or the Certificate Custodian, as applicable, to increase the Denomination of the Regulation S Global Certificate or the Rule 144A
Global Certificate, as the case may be, by the Denomination of the Individual Certificate to be so transferred, and to credit
or cause to be credited to the account of the Person specified in such instructions who, in the case of any increase in the Regulation
S Global Certificate during the Restricted Period, shall be an Agent Member acting for or on behalf of Euroclear or Clearstream,
or both, as the case may be, a corresponding Denomination of the Rule 144A Global Certificate or the Regulation S Global
Certificate, as the case may be.


 


It is the intent of the foregoing
that under no circumstances may an Institutional Accredited Investor that is not a Qualified Institutional Buyer take delivery
in the form of a beneficial interest in a Private Global Certificate, other than the initial transfer from the Initial Purchasers
to an initial investor.


 


(v)          All
Transfers. An exchange of a beneficial interest in a Global Certificate for an Individual Certificate or Certificates, an exchange
of an Individual Certificate or Certificates for a beneficial interest in a Global Certificate and an exchange of an Individual
Certificate or Certificates for another Individual Certificate or Certificates (in each case, whether or not such exchange is made
in anticipation of subsequent transfer, and, in the case of the Global Certificates, so long as the Global Certificates remain
outstanding and are held by or on behalf of the Depository), may be made only in accordance with this Section 5.02 and in
accordance with the rules of the Depository and Applicable Procedures.


 


(d)          If
Certificates are issued upon the transfer, exchange or replacement of Certificates not bearing the Securities Legend, the
Certificates so issued shall not bear the Securities Legend. If Certificates are issued upon the transfer, exchange or
replacement of Certificates bearing the Securities Legend, or if a request is made to remove the Securities Legend on a
Certificate, the Certificates so issued shall bear the Securities Legend, or the Securities Legend shall not be removed, as
the case may be, unless there is delivered to the Certificate Registrar such satisfactory evidence, which may include an
opinion of counsel (at the expense of the party requesting the removal of such legend) familiar with United States
securities laws, as may be reasonably required by the Certificate Registrar, that neither the


 






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Securities
Legend nor the restrictions on transfers set forth therein are required to ensure that transfers of any Certificate comply with
the provisions of Rule 144A or Rule 144 under the Act or that such Certificate is not a “restricted security”
within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall
execute and deliver a Certificate that does not bear the Securities Legend.


 


(e)          Subject to the
restrictions on transfer and exchange set forth in Section 5.01(i) and in this Section 5.02, the Holder of any Individual
Certificate may transfer or exchange the same in whole or in part (with a denomination equal to any authorized denomination) by
surrendering such Certificate at the office of the Certificate Administrator or at the office of any transfer agent appointed as
provided under this Agreement, together with an instrument of assignment or transfer (executed by the Holder or its duly authorized
attorney), in the case of transfer, and a written request for exchange, in the case of exchange. Following a proper request for
transfer or exchange, the Certificate Registrar shall, within five Business Days of such request if made at such office of the
Certificate Administrator or within ten Business Days if made at the office of a transfer agent (other than the Certificate Registrar),
execute and deliver at the office of the Certificate Administrator or at the office of such
transfer agent, as the case may be, to the transferee (in the case of transfer) or Holder (in the case of exchange) or send by
first-class mail (at the risk of the transferee in the case of transfer or Holder in the case of exchange) to such address as
the transferee or Holder, as applicable, may request, an Individual Certificate or Certificates, as the case may require, for
a like aggregate Denomination and in such Denomination or Denominations as may be requested. The presentation for transfer or
exchange of any Individual Certificate shall not be valid unless made at the office of the Certificate Administrator or at the
office of a transfer agent by the registered Holder in person, or by a duly authorized attorney-in-fact. The Certificate Registrar
may decline to accept any request for an exchange or registration of transfer of any Certificate during the period of 15 days
preceding any Distribution Date.


 


(f)          An Individual
Certificate (other than an Individual Certificate issued in exchange for a beneficial interest in a Global Certificate pursuant
to Section 5.01 of this Agreement) or a beneficial interest in a Private Global Certificate may only be transferred to Eligible
Investors, as described herein. In the event that a Responsible Officer of the Certificate Registrar has actual knowledge that
such an Individual Certificate or beneficial interest in a Private Global Certificate is being held by or for the benefit of a
Person who is not an Eligible Investor, or that such holding is unlawful under the laws of a relevant jurisdiction, then the Certificate
Registrar shall have the right to void such transfer, if permitted under applicable law, or to require the investor to sell such
Individual Certificate or beneficial interest in a Private Global Certificate to an Eligible Investor within fourteen days after
notice of such determination and each Certificateholder by its acceptance of a Certificate authorizes the Certificate Registrar
to take such action.


 


(g)          Subject to the
provisions of this Section 5.02 regarding transfer and exchange, transfers of the Global Certificates shall be limited to
transfers of such Global Certificates in whole, but not in part, to nominees of the Depository or to a successor of the Depository
or such successor’s nominee.


 






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(h)          No fee or service
charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in this Section 5.02 other than for transfers to Institutional Accredited Investors, as provided herein. In connection
with any transfer to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including
the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the
transferor or transferee to the Certificate Registrar as provided herein) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or
other governmental charge payable in connection with any such transfer.


 


(i)          Subject to Section 5.02(e)
of this Agreement, transfers of the Class V, Class R and Class LR Certificates may be made only in accordance
with this Section 5.02(i). The Certificate Registrar shall register the transfer of a Class R or Class LR Certificate
only if (x) the transferor has advised the Certificate Registrar in writing that such Certificate is being transferred to
a Qualified Institutional Buyer and (y) prior to such transfer the transferee furnishes to the Certificate Registrar an Investment
Representation Letter. The Certificate Registrar shall register the transfer of a Class V Certificate only if (x) the transferor
has advised
the Certificate Registrar in writing that such Certificate is being transferred to a Qualified Institutional Buyer or an Affiliated
Person or an Institutional Accredited Investor and (y) prior to such transfer the transferee furnishes to the Certificate Registrar
an Investment Representation Letter. In addition, the Certificate Registrar may as a condition of the registration of any such
transfer require the transferor to furnish such other certifications, legal opinions or other information (at the transferor’s
expense) as it may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Act and other applicable laws.


 


(j)          No transfer, sale,
pledge or other disposition of any Class of Private Certificates or interest therein shall be made unless that transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification requirements of the Act and any applicable state
securities laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the Depositor, the Master
Servicer, the Certificate Administrator, the Trustee nor the Certificate Registrar are obligated to register or qualify the Private
Certificates under the Act or any other securities law or to take any action not otherwise required under this Agreement to permit
the transfer of such Private Certificates without registration or qualification. Any Certificateholder desiring to effect such
a transfer shall, and does hereby agree to, indemnify the Depositor, the Master Servicer, the Certificate Administrator, the Trustee
and the Certificate Registrar, against any loss, liability or expense that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.


 


(k)          No
transfer of any Class X-D, Class X-E, Class X-F, Class F, Class G, Class H, Class J, Class V, Class R or
Class LR Certificate (each, a “Restricted Certificate”) shall be made to (i) an employee benefit
plan subject to the fiduciary responsibility provisions of ERISA, or Section 4975 of the Code, or a governmental plan,
as defined in Section 3(32) of ERISA, subject to any federal, state or local law (“Similar Law”)
which is to a material extent similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or
(ii) a


 






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collective
investment fund whose underlying assets include Plan assets by reason of a Plan’s investment in the collective investment
fund (pursuant to U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, an insurance
company using the assets of its general account under circumstances whereby such purchase and the subsequent holding of such Certificate
by such insurance company would be exempt from the “prohibited transaction” provisions of Sections 406 and 407
of ERISA and Code Section 4975 under Sections I and III of PTCE 95-60, or a substantially similar exemption under Similar
Law. Each prospective transferee of a Restricted Certificate shall either (A) deliver to the Depositor, the Certificate Registrar
and the Certificate Administrator, a transfer or representation letter, substantially in the form of Exhibit D-2 to
this Agreement, stating that the prospective transferee is not a Person referred to in (i) or (ii) above or (B) if the
transferee is such an entity specified in (i) or (ii) above (except in the case of a Class V Certificate or a Residual Certificate,
which may not be transferred unless the transferee represents it is not such an entity), such entity, at its own expense, shall
provide any opinion of counsel, officers’ certificates or agreements as may be required by, and in form and substance satisfactory
to, the Depositor, the Certificate Administrator and the Certificate Registrar, to the effect that the purchase and holding of
the Certificates by or on behalf of a Plan will not constitute or result in a non-exempt prohibited transaction within the meaning
of Sections 406 and 407 of ERISA and Section 4975 of the Code, and will not subject the Master Servicer, the Special
Servicer, the Operating Advisor, the Depositor, the Certificate Administrator, the Trustee or the Certificate Registrar to any
obligation or liability. None of the Certificate Administrator or the Certificate Registrar shall register a Class V, Class R
or Class LR Certificate in any Person’s name unless such Person has provided the letter referred to in clause (A) of
the preceding sentence. The transferee of a beneficial interest in a Global Certificate that is a Restricted Certificate shall
be deemed to represent that it is not a Plan or a Person acting on behalf of any Plan or using the assets of any Plan to acquire
such interest other than (with respect to transfers of beneficial interests in Global Certificates which are Restricted Certificates
other than the Class V Certificates and the Residual Certificates) an insurance company using the assets of its general account
under circumstances whereby such transfer to such insurance company would be exempt from the “prohibited transaction”
provisions of Sections 406 and 407 of ERISA and Section 4975 of the Code under Sections I and III of PTCE 95-60,
or a substantially similar exemption under Similar Law. Any transfer of a Restricted Certificate that would violate or result
in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or Similar Law shall be deemed absolutely
null and void ab initio.


 


(l)           Each Person who
has or acquires any Ownership Interest shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed
to be bound by the following provisions and the rights of each Person acquiring any Ownership Interest are expressly subject to
the following provisions:


 


(i)           Each
Person acquiring or holding any Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Ownership
Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee.
Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status
of the beneficial owner of such Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence
of this Section 5.02(l) by a Person who is not a Permitted Transferee or


 






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by
a Person who is acting as an agent of a Person who is not a Permitted Transferee shall be void and of no effect, and the immediately
preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Ownership Interest
as fully as possible.


 


(ii)          No
Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the express
written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed
Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Ownership
Interest, the Certificate Registrar shall, as a condition to such consent, (x) require delivery to it in form and substance
satisfactory to it, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor an affidavit
in substantially the form attached as Exhibit C-1 (a “Transferee Affidavit”) of the proposed transferee
(A) that such proposed transferee is a Permitted Transferee and (B) stating that (i) the proposed transferee historically
has paid its debts as they have come due and intends to do so in the future, (ii) the proposed transferee understands that,
as the holder of an Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (iii) the
proposed transferee intends to pay taxes associated with holding the Ownership Interest
as they become due, (iv) the proposed transferee will not transfer the Ownership Interest to any Person that does not provide
a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee
or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, (v) the
proposed transferee will not cause income from the Class R or Class LR Certificate to be attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of the proposed transferee or any other U.S.
Person and (vi) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.02(l)
and (y) other than in connection with the initial issuance of the Class R and Class LR Certificates, require a
statement from the proposed transferor substantially in the form attached as Exhibit C-2 (the “Transferor
Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee
and has no actual knowledge or reason to know that the proposed transferee’s statements in the preceding clauses (x)(B)(i) or
(iii) are false.


 


(iii)          Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the Certificate
Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee
shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, that the Certificate
Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee is a Permitted
Transferee.


 


Neither the Certificate
Administrator nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance
with any restriction or transfer imposed under Article V of this Agreement or under applicable law with respect to any transfer
of any Certificate (including, without limitation, the Securities Legend), or any interest


 






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therein,
other than to require delivery of the certification(s) and/or opinions of counsel described in Article V applicable with
respect to changes in registration of record ownership of Certificates in the Certificate Register. The Certificate Administrator
and the Certificate Registrar shall have no liability for transfers, including transfers made through the book-entry facilities
of the Depository or between or among Depository Participants or Beneficial Owners made in violation of applicable restrictions.


 


Upon written notice to
the Certificate Registrar, or upon the Certificate Registrar having actual knowledge, that there has occurred a Transfer to any
Person that is a Disqualified Organization or an agent thereof (including a broker, nominee, or middleman) in contravention of
the foregoing restrictions, and in any event not later than 60 days after a request for information from the transferor of
such Ownership Interest, or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS
and the transferor of such Ownership Interest or such agent such information necessary to the application of Section 860E(e) of
the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R or Class LR Certificate (or portion thereof) for periods after such Transfer. At the election
of the Certificate Registrar and the Certificate Administrator, the Certificate Registrar and the Certificate Administrator may
charge a reasonable fee for computing and furnishing such
information to the transferor or to such agent referred to above; provided that such Persons shall in no event be excused
from furnishing such information.


 


Section 5.03   Mutilated,
Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Certificate Registrar,
or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there
is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it and the Certificate Administrator
harmless, then, in the absence of actual knowledge by a Responsible Officer of the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Certificate Administrator or the Authenticating Agent shall execute and authenticate
and the Certificate Registrar shall deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate,
a new Certificate of the same Class and of like tenor and Percentage Interest. Upon the issuance of any new Certificate under
this Section 5.03, the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership of the corresponding interest in the Trust Fund, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.


 


Section 5.04   Appointment
of Paying Agent. The Certificate Administrator may appoint a paying agent (a “Paying Agent”) for the purpose
of making distributions to Certificateholders pursuant to Section 4.01 of this Agreement. The Certificate Administrator shall
cause such Paying Agent, if other than the Certificate Administrator, the Trustee or the Master Servicer, to execute and deliver
to the Master Servicer and the Trustee an instrument in which such Paying Agent shall agree with the Master Servicer and the Trustee
that such Paying Agent will hold all sums held by it for the payment to Certificateholders in trust for the benefit


 






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of
the Certificateholders entitled thereto until such sums have been paid to the Certificateholders or disposed of as otherwise provided
herein. The initial Paying Agent shall be the Certificate Administrator. Except for the Certificate Administrator, as the initial
Paying Agent, the Paying Agent shall at all times be an entity having a long-term unsecured debt rating of at least “A2”
from Moody’s, “A” from Fitch and an equivalent rating from KBRA (if rated by KBRA), or shall be the subject
of a No Downgrade Confirmation from each Rating Agency.


 


Section 5.05   Access
to Certificateholders’ Names and Addresses; Special Notices. (a) If any Certifying Certificateholder (for purposes
of this Section 5.05, an “Applicant”) applies in writing to the Certificate Registrar, and such application
states that the Applicant desires to communicate with other Certificateholders, the Certificate Registrar shall furnish or cause
to be furnished to such Applicant a list of the names and addresses of the Certificateholders as of the most recent Record Date,
at the expense of the Applicant.


 


(b)          Every Certificateholder,
by receiving and holding its Certificate, agrees with the Certificate Administrator and the Certificate Registrar that the Certificate
Administrator and the Certificate Registrar shall not be held accountable in any way by reason of
the disclosure of any information as to the names and addresses of the Certificateholders hereunder, regardless of the source
from which such information was derived.


 


(c)          Upon the written
request of any Certifying Certificateholder that (a) states that such Certificateholder desires the Certificate Administrator
to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted by other Certificateholders,
setting forth the relevant contact information and briefly stating the reason for the requested contact and (b) provides a
copy of the Special Notice which such Certificateholder proposes to transmit, the Certificate Administrator shall deliver such
Special Notice to all Certificateholders at their respective addresses appearing on the Certificate Register. The costs and expenses
of the Certificate Administrator associated with delivering with any such Special Notice shall be borne by the party requesting
such Special Notice. Every Certificateholder, by receiving and holding a Certificate, agrees that neither the Certificate Administrator
nor the Certificate Registrar shall be held accountable by reason of the disclosure of any such Special Notice to Certificateholders,
regardless of the information set forth in such Special Notice.


 


Section 5.06   Actions
of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided
by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments are delivered to the Certificate Administrator
and the Trustee and, when required, to the Master Servicer. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Certificate Administrator,
the Trustee and the Master Servicer, if made in the manner provided in this Section.


 






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(b)          The
fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator or the Trustee deems sufficient. 





 


(c)          Any request, demand,
authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted
to be done, by the Certificate Administrator or the Trustee or the Master Servicer in reliance thereon, whether or not notation
of such action is made upon such Certificate.


 


(d)          The Certificate
Administrator, the Trustee or Certificate Registrar may require such additional proof of any matter referred to in this Section 5.06
as it shall deem necessary.


 


Section 5.07   Rule
144A Information. The Certificate Administrator shall, upon request of any Certifying Certificateholder that is a Holder of
a Private Certificate or any beneficial owner of such a Certificate, furnish to such Holder or beneficial owner or a prospective
purchaser designated by such Holder or beneficial owner who is a Qualified Institutional
Buyer the information required to be delivered under Rule 144A(d)(4) under the Act, to the extent such information has been provided
to the Certificate Administrator and has been identified as Rule 144A information (which shall include all information on the
Certificate Administrator’s Website and all information currently required to be made available to Certificateholders, as
well as any other specifically identified information herein), if at the time of such request periodic reports are not being filed
with respect to the Trust under Section 13 or Section 15(d) of the Exchange Act.


 


Article VI

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE DIRECTING HOLDER AND THE OPERATING ADVISOR


 


Section 6.01   Liability
of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor. The Depositor, the Master Servicer,
the Special Servicer and the Operating Advisor each shall be liable in accordance herewith only to the extent of the obligations
specifically imposed by this Agreement.


 


Section 6.02   Merger
or Consolidation of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor. Subject to the following
paragraph, each of the Master Servicer and the Special Servicer shall keep in full effect its existence, rights and good standing
as a national banking association under the laws of the United States of America or a limited liability company under the laws
of the State of Florida, respectively, and shall not jeopardize its ability to do business in each jurisdiction in which the Mortgaged
Properties securing the Mortgage Loans that it is servicing are located or to protect the validity and enforceability of this
Agreement, the Certificates or any of such Mortgage Loans that it is servicing and to perform its respective duties under this
Agreement. In addition, subject to the following paragraph, the Operating Advisor shall keep in full effect its existence, rights
and


 






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good
standing as a limited liability company under the laws of the State of New York and shall not jeopardize its ability to do business
in each jurisdiction in which the Mortgaged Properties are located or to protect the validity and enforceability of this Agreement,
the Certificates or any of such Mortgage Loans and to perform its respective duties under this Agreement.





 


Each of the Master Servicer,
the Special Servicer, the Depositor or the Operating Advisor may be merged or consolidated with or into any Person, or transfer
all or substantially all of its assets to any Person, in which case any Person into which the Master Servicer, the Special Servicer,
the Depositor or the Operating Advisor may be merged or consolidated, or any Person resulting from any merger or consolidation
to which the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor is a party, or any Person succeeding
to the business of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor, shall be the successor of
the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor, as applicable, hereunder, and shall be deemed
to have assumed all of the liabilities of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor, as
applicable, hereunder, if each of the Rating Agencies has provided a No Downgrade Confirmation relating to the Certificates and
Serviced Companion Loan Securities, if any; provided that none of the Depositor, Master Servicer, Special Servicer or Operating
Advisor shall be required to obtain a No Downgrade Confirmation from any Rating Agency if the Depositor, Master Servicer, Special
Servicer or Operating Advisor, as applicable, is merged into
or consolidated with a Qualified Affiliate or transfers all or substantially all of its assets to a Qualified Affiliate; provided,
further, if the Master Servicer, the Special Servicer or the Operating Advisor enters into a merger and the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, is the surviving entity under applicable law, the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, shall not, as a result of the merger, be required to provide a No
Downgrade Confirmation or obtain the consent of the Depositor. Notwithstanding the foregoing, no Master Servicer, Special Servicer
or Operating Advisor may remain the Master Servicer, Special Servicer or Operating Advisor, as applicable, under this Agreement
after (x) being merged or consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or
substantially all of its assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer,
the Special Servicer or Operating Advisor, as applicable, is the surviving entity of such merger, consolidation or transfer and
has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents
to such merger, consolidation or transfer, which consent shall not be unreasonably withheld.


 


Section 6.03   Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others. (a) None of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor nor any Affiliates, directors, officers, employees,
members, managers, representatives or agents (including sub-servicers) of the Depositor, the Master Servicer, the Special Servicer
or the Operating Advisor shall be under any liability to the Trust Fund, the Certificateholders, any Serviced Companion Loan Noteholders,
any party hereto or any third party beneficiary for any action taken, or for refraining from the taking of any action, in good
faith pursuant to this Agreement (including actions taken or not taken at the direction of any Directing Holder), or for errors
in judgment; provided, that this provision shall not protect the Depositor, the Master Servicer, the Special Servicer or
the Operating Advisor, or any Affiliate, representative, member, manager, director,


 






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officer,
employee or agent (including sub-servicers) of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor,
against any breach of warranties or representations made herein, or against any liability which would otherwise be imposed by
reason of willful misconduct, bad faith, fraud or negligence (or in the case of (x) the Master Servicer or Special Servicer,
by reason of any specific liability imposed hereunder for a breach of the Servicing Standard or (y) the Operating Advisor,
by reason of any specific liability imposed hereunder for a breach of the Operating Advisor Standard) in the performance of duties
or by reason of negligent disregard of obligations or duties hereunder. The Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, and any Affiliate, representative, member, manager, director, officer, employee or agent (including sub-servicers)
of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor may rely in good faith on any document of
any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising
hereunder. In addition, in no event shall the Depositor be obligated to cause any party to perform or comply with the obligations
to remit the CREFC® License Fee to CREFC®, to report any such CREFC® License Fee
so paid or to make available any Distribution Date Statement to the general public (or in particular, CREFC®).


 


The Trust Fund and each
Serviced Companion Loan Noteholder shall be indemnified and held harmless by each of the Master Servicer, the Special Servicer
and the Operating
Advisor (severally and not jointly) for any loss, liability or expense (including legal fees and expenses) incurred in connection
with any claim, loss, penalty, fine, foreclosure, judgment or liability relating to this Agreement or the Certificates, incurred
by the Trust Fund or such Serviced Companion Loan Noteholder, as applicable, by reason of willful misconduct, bad faith, fraud
or negligence in the performance of duties hereunder, or by reason of negligent disregard of obligations and duties thereunder,
on the part of such indemnifying party.


 


The Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor and any Affiliates, directors, officers, employees, members, managers, representatives
and agents (including sub-servicers) of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor shall
be indemnified and held harmless by the Trust Fund for any loss, liability or expense (including legal fees and expenses) incurred
in connection with any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to this Agreement
or the Certificates, other than any loss, liability or expense (including legal fees and expenses) (i) incurred by such party
by reason of willful misconduct, bad faith, fraud or negligence in the performance of duties hereunder or by reason of negligent
disregard of obligations and duties thereunder or (ii) in the case of the Depositor and any of its Affiliates, directors,
officers, representatives, members, managers, employees and agents, incurred in connection with any violation by any of them of
any state or federal securities law; provided that such indemnified parties shall be paid out of the Collection Account
in accordance with Section 3.06(a) of this Agreement; provided, further, that if such matter relates directly
to any Serviced Loan Combination, such indemnified parties shall be paid first out of the applicable Serviced Loan Combination
Collection Account (allocated in accordance with the expense allocation provision of the related Intercreditor Agreement), and
then, if funds therein are insufficient, out of the Collection Account; provided that the Master Servicer shall,
after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion
Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf


 






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of
the Trust any rights under the related Intercreditor Agreement to obtain reimbursement for a pro rata portion of such amount allocable
to the related Serviced Companion Loan from the related Companion Loan Noteholder.


 


The Depositor
shall indemnify the Operating Advisor (both in its capacity as Operating Advisor and individually) and each of its Affiliates
and each of its directors, officers, employees, representatives and agents, and hold each of them harmless against any and
all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, fees and expenses that such indemnified party may sustain in connection with this Agreement (including, without
limitation, reasonable fees and disbursements of counsel incurred by such indemnified party in any action or proceeding
between the Depositor and such indemnified party or between such indemnified party and any third party or otherwise)
resulting from the Depositor’s willful misconduct, bad faith, fraud or negligence in the performance of each of its
duties hereunder or by reason of negligent disregard of its respective obligations and duties hereunder.


 


The Operating Advisor
shall indemnify the Depositor (both in its capacity as Depositor and individually) and each of its Affiliates and each of its directors,
officers, employees, representatives and agents, and hold each of them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, fees and expenses that such indemnified party may sustain in connection with this Agreement (including, without
limitation, reasonable fees and disbursements of counsel incurred by such indemnified party in any action or proceeding between
the Operating Advisor and such indemnified party or between such indemnified party and any third party or otherwise) resulting
from the Operating Advisor’s willful misconduct, bad faith, fraud or negligence in the performance of each of its duties
hereunder or by reason of negligent disregard of its respective obligations and duties hereunder.


 


(b)          None of the Depositor,
the Master Servicer, the Special Servicer or the Operating Advisor shall be under any obligation to appear in, prosecute or defend
any legal action, unless such action relates to its respective duties under this Agreement and which in its opinion does not expose
it to any expense or liability not recoverable from the Trust Fund; provided, that each of the Depositor, the Master Servicer,
the Special Servicer or the Operating Advisor may in its discretion undertake any such action that it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders and holders
of Serviced Companion Loan Securities, if applicable, hereunder. In such event, the legal expenses and costs of such action and
any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund and the Depositor, the Master Servicer,
the Special Servicer and the Operating Advisor shall be entitled to be reimbursed therefor from the Collection Account in accordance
with Section 3.06(a) of this Agreement no later than 60 days after submitting such expenses or costs for reimbursement, provided
that a failure to reimburse such parties within such 60 days will not affect or limit such parties’ rights to receive reimbursement
hereunder; provided, further, that in the case of any Serviced Loan Combination, such amounts shall be allocated in accordance
with the expense allocation provision of the related Intercreditor Agreement, and such parties shall be entitled to be reimbursed
first, from the applicable Serviced Loan Combination


 






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Collection
Account and then, from the Collection Account, all in accordance with Section 3.06(a) of this Agreement and the related
Intercreditor Agreement.


 


(c)          The terms of this
Section 6.03 shall survive the termination of any party hereto or of this Agreement.


 


Section 6.04   Limitation
on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the Master Servicer,
the Special Servicer and the Operating Advisor. (a) Each of the Master Servicer, the Special Servicer and the Operating
Advisor may assign their respective rights and delegate their respective duties and obligations under this Agreement in
connection with the sale or transfer of a substantial portion of their commercial mortgage servicing, asset management or
(solely with respect to the Operating Advisor) commercial mortgage surveillance, portfolio, provided that:
(i) the purchaser or transferee accepting such assignment and delegation (A) shall be an established mortgage
finance institution, bank or mortgage servicing institution (or, in the case of the Operating Advisor, an Eligible Operating
Advisor), organized and doing business under the laws of the United States of America, any state of the United States of
America or the District of Columbia, authorized under such laws to perform the duties of the Master Servicer, Special
Servicer or Operating Advisor or a Person resulting from a merger, consolidation or succession that is permitted under
Section 6.02 of this Agreement, (B) shall be acceptable to each Rating Agency as confirmed in a No Downgrade
Confirmation delivered to the Trustee and the Certificate Administrator relating to the Certificates and Serviced Companion
Loan Securities, if any, (C) shall execute and deliver to the Trustee and the Certificate Administrator an agreement
that contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition
to be performed or observed by the Master Servicer, Special Servicer or Operating Advisor, as applicable under this Agreement
from and after the date of such agreement and (D) shall not be a Prohibited Party; (ii) the Master Servicer, the
Special Servicer or the Operating Advisor shall not be released from its obligations under this Agreement that arose prior to
the effective date of such assignment and delegation under this Section 6.04; (iii) the rate at which the
Servicing Compensation, Special Servicing Compensation or Operating Advisor Fee, as applicable (or any component thereof) is
calculated shall not exceed the rate then in effect and (iv) the resigning Master Servicer, Special Servicer or
Operating Advisor, as applicable, shall be responsible for the reasonable costs and expenses of each other party hereto and
the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the purchaser or
transferee shall be the successor Master Servicer, Special Servicer or Operating Advisor, as applicable, hereunder.


 


(b)          Except as provided
in Section 6.02 of this Agreement and this Section 6.04, the Master Servicer, the Special Servicer and the Operating
Advisor shall not resign from its respective obligations and duties hereby imposed on it except (i) upon determination that
such duties hereunder are no longer permissible under applicable law, (ii) in connection with the assignment of rights and
delegation of duties as set forth in Section 6.04(a), or (iii) solely with respect to the Operating Advisor, pursuant to Section
6.04(e). Any such determination described in clause (i) above permitting the resignation of the Master Servicer, the Special
Servicer or the Operating Advisor, as applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning Master
Servicer’s, Special


 






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Servicer’s
or Operating Advisor’s expense) to such effect delivered to the Trustee and the Certificate Administrator.


 


(c)          The
Trustee shall be permitted to remove the Master Servicer or the Special Servicer upon a Master Servicer Termination Event or Special
Servicer Termination Event, as applicable. Without limiting the generality of the succeeding paragraph, no such removal shall
be effective unless and until (i) the Master Servicer or the Special Servicer has been paid any unpaid Servicing Compensation
or Special Servicing Compensation, as applicable, unreimbursed Advances (including Advance Interest Amounts thereon to which it
is entitled) and all other amounts to which the Master Servicer or the Special Servicer is entitled hereunder to the extent such
amounts accrue prior to such effective date and (ii) with respect to a resignation by the Master Servicer, the successor
Master Servicer has deposited into the Investment Accounts from which amounts were withdrawn to reimburse the terminated Master
Servicer, an amount equal to the amounts so withdrawn, to the extent such amounts would not have been permitted to be withdrawn
except pursuant to this paragraph, in which case the successor Master Servicer shall, immediately upon deposit, have the same
right of reimbursement or payment as the terminated Master Servicer had immediately prior to its termination without regard to
the operation of this paragraph.


 


(d)          Except as otherwise
provided in Section 6.04(e) of this Agreement, no resignation or removal of the Master Servicer, the Special Servicer or the Operating
Advisor as contemplated
by the preceding paragraphs of this Section 6.04 shall become effective until the Trustee or a successor Master Servicer, Special
Servicer or Operating Advisor shall have assumed the resigning or terminated Master Servicer’s, Special Servicer’s
or Operating Advisor’s responsibilities, duties, liabilities and obligations hereunder. If no successor Master Servicer,
Special Servicer or Operating Advisor can be obtained to perform such obligations for the same compensation to which the terminated
Master Servicer, Special Servicer or Operating Advisor would have been entitled, additional amounts payable to such successor
Master Servicer, Special Servicer or Operating Advisor shall be treated as Realized Losses.


 


(e)          The Operating
Advisor shall have the right to resign without cost or expense upon the occurrence of the Early Termination Notice Date. 
The Operating Advisor shall provide all of the parties to this Agreement and the Controlling Class Representative 30 days prior
written notice of any such resignation pursuant to this Section 6.04(e).  If the Operating Advisor resigns pursuant to this
Section 6.04(e), then no replacement Operating Advisor shall be appointed. The resigning Operating Advisor shall be
entitled, and subject, to any rights and obligations that accrued under this Agreement prior to the date of any such resignation
(including accrued and unpaid compensation) and any indemnifications rights arising out of events occurring prior to such resignation.


 


Section 6.05   Rights
of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer. Solely with respect to their
performance of their respective duties under this Agreement, the Master Servicer and the Special Servicer shall afford the Depositor,
the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee and the Rating Agencies, upon reasonable
notice, during normal business hours access to all records maintained by it in respect of its rights and obligations hereunder
and access to its officers responsible for such obligations. Upon written request, the Master Servicer and/or the


 






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Special
Servicer, as applicable, shall furnish to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator
and the Trustee its most recent publicly available financial statements (or, with respect to the Master Servicer, those of its
ultimate parent) and such other non-proprietary information as the Master Servicer or the Special Servicer, as the case may be,
shall determine in its sole and absolute discretion as it possesses, which is relevant to the performance of its duties hereunder
and which it is not prohibited by applicable law or contract from disclosing. The Depositor may, but is not obligated to, enforce
the obligations of the Master Servicer or the Special Servicer hereunder which are in default and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of such Person hereunder or exercise any rights of such Person
hereunder, provided that the Master Servicer and the Special Servicer shall not be relieved of any of its obligations hereunder
by virtue of such performance by the Depositor or its designee. If the Depositor or its designee undertakes any such action, it
will be reimbursed by the Trust Fund from the Collection Accounts (or with respect to a Serviced Loan Combination, to the extent
such reimbursement is allocable to such Serviced Loan Combination Collection Account), as provided in Section 3.06 and Section 6.03(a)
hereof to the extent not recoverable from the Master Servicer or Special Servicer, as applicable. None of the Depositor, the Certificate
Administrator, the Trustee, the Master Servicer (solely with respect to any action or failure to act by the Special Servicer)
or the Special Servicer (solely with respect to any action or failure to act by the Master Servicer) shall have any responsibility
or liability for any action or failure to act by the Master Servicer or the Special Servicer and no such party is obligated to
monitor or supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise. Neither
the Master Servicer nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information
pursuant to this Section.


 


Section 6.06   The
Master Servicer or Special Servicer as Owners of a Certificate. The Master Servicer or an Affiliate of the Master Servicer,
or the Special Servicer or an Affiliate of the Special Servicer, may become the Holder (or with respect to a Global Certificate,
Beneficial Owner) of any Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer
or an Affiliate thereof. If, at any time during which the Master Servicer or the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer is the Holder or Beneficial Owner of any Certificate, the Master Servicer or the Special Servicer
proposes to take action (including for this purpose, omitting to take action) that (i) is not expressly prohibited by the
terms hereof and would not, in the Master Servicer’s or the Special Servicer’s good faith judgment, violate the Servicing
Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s or the Special Servicer’s good faith
judgment, be considered by other Persons to violate the Servicing Standard, the Master Servicer or the Special Servicer may, but
will not be required to, seek the approval of the Certificateholders to such action (or inaction) by delivering to the Certificate
Administrator a written notice that (i) states that it is delivered pursuant to this Section 6.06, (ii) identifies
the Percentage Interest in each Class of Certificates beneficially owned by the Master Servicer or the Special Servicer or an
Affiliate of the Master Servicer or the Special Servicer, and (iii) describes in reasonable detail the action (or inaction)
that the Master Servicer or the Special Servicer proposes to take (or refrain from taking). The Certificate Administrator, upon
receipt of such notice, shall forward it to the Certificateholders (other than the Master Servicer and its Affiliates or the Special
Servicer and its Affiliates, as appropriate) together with such instructions for response as the Certificate Administrator shall
reasonably determine. If at any


 






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time
Certificateholders holding a majority of the Voting Rights of all Certificateholders and, if no Control Termination Event has
occurred and is continuing, the applicable Directing Holder (calculated without regard to the Certificates beneficially owned
by the Master Servicer or its Affiliates or, subject to clause (d) of the definition of “Certificateholder”, the Special
Servicer or its Affiliates, as applicable) shall have consented in writing to the proposal described in the written notice, and
if the Master Servicer or the Special Servicer shall act as proposed in the written notice, such action shall be deemed to comply
with the Servicing Standard. The Certificate Administrator shall be entitled to reimbursement from the Master Servicer or the
Special Servicer, as applicable, of the reasonable expenses of the Certificate Administrator incurred pursuant to this paragraph.
It is not the intent of the foregoing provision that the Master Servicer or the Special Servicer be permitted to invoke the procedure
set forth herein with respect to routine servicing matters arising hereunder, except in the case of unusual circumstances.


 


Section 6.07   The
Directing Holder. (a) For so long as no Control Termination Event has occurred and is continuing, the Directing Holder shall
be entitled to advise (1) the Special Servicer with respect to all Specially Serviced Loans, (2) the Special Servicer
with respect to Performing Loans as to Major Decisions, and (3) the Special Servicer with respect to all Mortgage Loans for
which an extension of maturity is being considered by the Special Servicer or by the Master Servicer subject to consent or deemed
consent of the Special Servicer, and notwithstanding anything herein to the contrary, except as set forth in, and in any event
subject to the second and third paragraphs of this Section 6.07, both (a) the Master Servicer, solely to the extent
it is permitted to take any action constituting a Major Decision or Special Servicer Decision as set forth in this Agreement,
shall not be permitted to take any action constituting a Major Decision or Special Servicer Decision unless it has obtained the
prior written consent of the Special Servicer and (b) for so long as no Control Termination Event has occurred and is continuing,
the Special Servicer shall not be permitted to consent to the Master Servicer’s taking any of the following actions nor
will the Special Servicer itself be permitted to take any action constituting a Major Decision as to which the Directing Holder
has objected in writing within ten (10) Business Days (or 30 days with respect to clause (j) of the definition of “Major
Decision”) after receipt of the written recommendation and analysis (provided that if such written objection has
not been received by the Special Servicer within such ten (10) Business Day period (or 30 days with respect to clause (j)
of the definition of “Major Decision” or such longer period provided for in any related Intercreditor Agreement but
not less than five (5) Business Days after the time period set forth therein for Directing Holder approval), then the Directing
Holder will be deemed to have approved such action); provided that, if the Special Servicer or Master Servicer (if the
Master Servicer is otherwise authorized by this Agreement to take such action), as applicable, determines that immediate action,
with respect to the foregoing matters, or any other matter requiring consent of the Directing Holder (if no Control Termination
Event has occurred and is continuing) in this Agreement, is necessary to protect the interests of the Certificateholders and,
with respect to any Serviced Loan Combination, the related Serviced Companion Loan Noteholders (as a collective whole as if such
Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender and with respect to any
Serviced Loan Combination with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate
Companion Loan) and the Special Servicer has made a reasonable effort to contact the Directing Holder, the Master Servicer or
the Special Servicer,


 






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as
the case may be, may take any such action without waiting for the Directing Holder’s response. The Special Servicer is not
required to obtain the consent of the Directing Holder for any Major Decision if a Control Termination Event has occurred and
is continuing; provided that, if a Control Termination Event has occurred and is continuing (and without regard to the
occurrence and continuance of a Consultation Termination Event), the Special Servicer shall consult with the Operating Advisor
in connection with any Major Decision and consider alternative actions recommended by the Operating Advisor; provided,
further, that, if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has
occurred and is continuing, the Special Servicer shall consult with the Directing Holder in connection with any Major Decision
and any other matters set forth in this Agreement as to which the consent or approval of the Directing Holder would have been
required or as to which the Directing Holder would have had the right to advise or direct the Special Servicer or the Master Servicer
if no Control Termination Event had occurred and was continuing and consider alternative actions recommended by the Directing
Holder; provided, further, that such consultation with the Directing Holder or the Operating Advisor is not binding
on the Special Servicer.


 


In addition, for so long
as no Control Termination Event has occurred and is continuing, the Directing Holder may direct the Special Servicer to take, or
to refrain from taking, such other actions with respect to a Mortgage Loan as the Directing Holder may deem advisable or as to
which provision is otherwise made herein; provided that, notwithstanding anything
herein to the contrary, no such direction, and no objection contemplated by the preceding paragraph or this paragraph, may require
or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision of any Mortgage Loan, applicable
law, this Agreement, any Intercreditor Agreement or the REMIC Provisions, including without limitation the Special Servicer’s
obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Paying Agent,
the Trust Fund, the Certificate Administrator or the Trustee to liability, or materially expand the scope of the Special Servicer’s
responsibilities hereunder.


 


If the Special Servicer
or Master Servicer, as applicable, determines that a refusal to consent by the Directing Holder, or any advice from the Directing
Holder, would otherwise cause the Special Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage Loan,
any Intercreditor Agreement, applicable law, the REMIC Provisions or this Agreement, including without limitation, the Servicing
Standard, the Special Servicer or Master Servicer, as applicable, shall disregard such refusal to consent or advice and notify
the Directing Holder, the Trustee, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who
shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement)
of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking,
any action by the Master Servicer or Special Servicer in accordance with the direction of or approval of the Directing Holder that
does not violate any law or the Servicing Standard or any other provisions of this Agreement or any Intercreditor Agreement, will
not result in any liability on the part of the Master Servicer or the Special Servicer.


 


Notwithstanding anything
to the contrary contained in this Agreement, with respect to the Non-Serviced Mortgage Loans, (i) at all times when no Consultation


 






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Termination
Event has occurred and is continuing, the Controlling Class Representative shall be entitled to the rights of the “Non-Directing
Holder” (or similar term) under the related Intercreditor Agreement and (ii) at no time shall the Operating Advisor
be entitled to the rights of the “Non-Directing Holder” (or similar term) under the related Intercreditor Agreement.


 


The Directing
Holder shall have no liability to the Trust Fund, any party to this Agreement, any Certificateholders or any other Person for
any action taken, or for refraining from the taking of any action, or for errors in judgment; provided that the Directing
Holder shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise be
imposed by reason of willful misfeasance or bad faith or negligence in the performance of duties or by reason of negligent
disregard of obligations or duties. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that
the Directing Holder may take actions that favor the interests of one or more Classes of the Certificates including the
Holders of the Controlling Class over other Classes of the Certificates, and that the Directing Holder may have special
relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the Directing
Holder may act solely in the interests of the Holders of the Controlling Class, that the Directing Holder does not have any
duties or liability to the Holders of any Class of Certificates other than the Controlling Class, that the Directing Holder
shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the
Controlling Class, and that the Directing Holder shall have no liability whatsoever for having so acted, and no
Certificateholder may take any action whatsoever against the Directing Holder or any director, officer, employee, agent or
principal thereof for having so acted.


 


(b)          Notwithstanding
anything to the contrary contained herein (i) if a Control Termination Event has occurred and is continuing, the Directing
Holder shall have no right to consent to any action taken or not taken by any party to this Agreement; (ii) if a Control Termination
Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing, the Directing Holder
shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the
Master Servicer, Special Servicer and any other applicable party shall consult with the Directing Holder in connection with any
action to be taken or refrained from taking to the extent set forth herein; and (iii) if a Consultation Termination Event
has occurred and is continuing, the Directing Holder shall have no consultation or consent rights hereunder and no right to receive
any notices, reports or information (other than notices, Voting Rights given to all Certificateholders and rights to receive reports
or information required to be delivered to all Certificateholders) or any other rights as Directing Holder.


 


(c)          The
Master Servicer, the Special Servicer, the Trustee or the Operating Advisor may from time to time request that the
Certificate Administrator provide the name of the then-current Directing Holder for any applicable Mortgage Loan or Serviced
Loan Combination. Upon such request, the Certificate Administrator shall promptly (but in no event more than five (5)
Business Days following such request) provide the name of the then-current Directing Holder to the Master Servicer, the
Special Servicer, the Trustee or the Operating Advisor, as applicable, but only to the extent the Certificate Administrator
has actual knowledge of the identity of the then-current Directing Holder; provided that if the Certificate
Administrator does not have actual knowledge of the identity of the then-current Directing


 






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Holder,
then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Certificate
Administrator shall promptly (but in no event more than five (5) Business Days following such request) request from the Depository,
the list of Beneficial Owners of the Controlling Class, and the Certificate Administrator shall provide such list to the Master
Servicer, the Special Servicer, the Trustee or the Operating Advisor. Any expenses incurred in connection with obtaining such
information shall be at the expense of the requesting party, except that if (i) such expenses arise in connection with an
event as to which the Directing Holder (or Controlling Class Representative) has review, consent or consultation rights with respect
to an action taken by, or report prepared by, the requesting party pursuant to this Agreement or in connection with a request
made by the Operating Advisor in connection with its obligation under this Agreement to deliver a copy of the Operating Advisor
Annual Report to the Controlling Class Representative and (ii) the requesting party has not been notified of the identity
of the Directing Holder (or Controlling Class Representative) or reasonably believes that the identity of the Directing Holder
(or Controlling Class Representative) has changed, then such expenses shall be at the expense of the Trust. The Master Servicer,
the Special Servicer, the Trustee and the Operating Advisor shall be entitled to conclusively rely on any such information so
provided.


 


To the extent the Master
Servicer or the Special Servicer has written notice of any change in the identity of a Directing Holder or the list of Holders
(or Beneficial Owners, if applicable) of the Controlling Class, then the Master Servicer or the Special Servicer, as applicable,
shall promptly notify the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer
thereof, who may rely conclusively on such notice from the Master Servicer or the Special Servicer, as applicable.


 


Section 6.08   Rights
of Non-Directing Holders. With respect to each Serviced Loan Combination, the Master Servicer or the Special Servicer, as
applicable, shall:


 


(a)          consult with the
related Non-Directing Holder (or its designee or representative) on a strictly non-binding basis, to the extent that such Non-Directing
Holder (or its designee or representative) requests consultation with respect to any “major decision” or “major
action” set forth in the related Intercreditor Agreement or the implementation of any recommended actions outlined in an
Asset Status Report relating to the Serviced Loan Combination, and to consider alternative actions recommended by such Non-Directing
Holder (or its designee or representative); provided, that after the expiration of a period of ten (10) Business Days from
the delivery to the related Non-Directing Holder (or its designee or representative) of written notice of a proposed action, together
with copies of the related notice, information or report, the Master Servicer or Special Servicer, as applicable, shall no longer
be obligated to consult with the applicable Non-Directing Holder (or its designee or representative) (unless the Master Servicer
or Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed,
in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information
relating thereto). Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Master Servicer
or the Special Servicer, as applicable, may take any “major decision” or “major action” set forth in the
related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned
ten (10) Business Day period if the Master Servicer or the Special


 






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Servicer,
as applicable, determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholder
and the related Companion Loan Noteholder. Unless specified otherwise in the related Intercreditor Agreement, neither the Master
Servicer or the Special Servicer shall be obligated at any time to follow or take any alternative actions recommended by the Non-Directing
Holder; and


 


(b)          in
addition to the foregoing non-binding consultation rights, if provided for in the related Intercreditor Agreement, the Non-Directing
Holder shall have the right to annual conference calls with the Master Servicer or the Special Servicer at the offices of the
Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Loan Combination are discussed. 





 


Article VII



SERVICER AND OPERATING ADVISOR TERMINATION


 


Section 7.01   Servicer
Termination Events. (a) “Master Servicer Termination Event,” wherever used herein, means any one of the following
events:


 


(i)            any
failure by the Master Servicer (A) to make any deposit required to the Collection Account or the Serviced Loan Combination
Collection Account for any Serviced Loan Combination on the day and by the time such deposit was first required to be made under
the terms of this Agreement, which failure is not remedied within two Business Days, (B) to deposit into, or remit to the
Certificate Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted (including,
without limitation, any required P&I Advance, unless the Master Servicer determines such P&I Advance is a Nonrecoverable
Advance), which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date (provided,
that to the extent the Master Servicer does not timely make such remittance to the Certificate Administrator, the Master Servicer
shall pay the Certificate Administrator for the account of the Certificate Administrator interest on any amount not timely remitted
at the Prime Rate from and including the applicable required remittance date to, but not including, the date such remittance is
actually made), or (C) to remit to any holder of a Serviced Companion Loan, as and when required by this Agreement or any
related Intercreditor Agreement, any amount required to be so remitted (which failure continues for two Business Days);


 


(ii)           any
failure on the part of the Master Servicer duly to observe or perform in any material respect any of its other covenants or obligations
contained in this Agreement, which failure continues unremedied for a period of 30 days (15 days in the case of the Master
Servicer’s failure to make a Property Advance or 45 days in the case of failure to pay the premium for any insurance policy
required to be force placed by the Master Servicer pursuant to this Agreement or in any event such reasonable shorter period of
time as is necessary to avoid the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes or
assessments or a lapse in any required insurance coverage) after the date on which written notice of such failure,


 






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requiring
the same to be remedied, shall have been given to the Master Servicer, by (a) any other party hereto, with a copy to each
other party to this Agreement, (b) the Holders of Certificates of any Class evidencing Percentage Interests aggregating not
less than 25% of such Class or (c) an affected Serviced Companion Loan Noteholder; provided, if such failure is capable
of being cured and the Master Servicer is diligently pursuing such cure, such 15-, 30- or 45-day period, as applicable, will be
extended an additional 30 days;


 


(iii)          any
breach on the part of the Master Servicer of any representation or warranty contained in Section 2.04(a) of this
Agreement, which materially and adversely affects the interests of any Class of Certificateholders or Serviced Companion Loan
Noteholders and which continues unremedied for a period of 30 days after the date on which notice of such breach,
requiring the same to be remedied, shall have been given (a) to the Master Servicer by any party hereto or (b) to
the Master Servicer, the Special Servicer, the Depositor and the Trustee (x) by the Holders of Certificates of any Class
evidencing Percentage Interests aggregating not less than 25% of such Class or (y) by an affected Serviced Companion
Loan Noteholder; provided, if such breach is capable of being cured and the Master Servicer is diligently pursuing
such cure, such 30-day period will be extended an additional 30 days;


 


(iv)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;


 


(v)           the
Master Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer
or of or relating to all or substantially all of its property;


 


(vi)          the
Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations or take any corporate action in furtherance of the foregoing;


 


(vii)         (a) any
of Moody’s or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates,
or (B) placed one or more Classes of Certificates on “watch status” in contemplation of possible rating downgrade or
withdrawal (and such qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn
by Moody’s or KBRA, as applicable, within sixty (60) days of such event), and, in case of either of clause (A) or (B), publicly
citing servicing concerns with the Master Servicer as the sole or a material


 






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factor
in such rating action; or (b) the Master Servicer ceases to have a master servicer rating of at least “CMS3” from
Fitch and such rating is not reinstated within sixty (60) days of delisting; or


 


(viii)        subject
to Section 10.16(c), any failure by the Master Servicer to deliver (a) any Exchange Act reporting items required to be
delivered by the Master Servicer to the Trustee or the Certificate Administrator under Article X (other than items to be delivered
by a Mortgage Loan Seller Sub-Servicer) by the time required under Article X after any applicable grace periods or (b) any
Exchange Act reporting items that a primary servicer, sub-servicer or Servicing Function Participant (such entity, the “Sub-Servicing
Entity”) retained by the Master Servicer (but excluding any Mortgage Loan Seller
Sub-Servicer) is required to deliver (any Sub-Servicing Entity shall be terminated if it defaults in accordance with the provision
of this clause (viii));


 


then, and in each and every such
case, so long as a Master Servicer Termination Event shall not have been remedied, the Trustee may, and at the written
direction of (x) the Holders of at least 25% of the aggregate Voting Rights of all Certificates or (y) the
Depositor with respect to clause (viii) above upon five (5) Business Days’ notice, shall, terminate all of the
rights and obligations of the Master Servicer (other than as set forth in Section 7.01(d)). In the case of
clause (vii), the Certificate Administrator shall be required to notify Certificateholders and Serviced Companion Loan
Noteholders of such Master Servicer Termination Event and request whether such Certificateholders and, if applicable,
Serviced Companion Loan Noteholders favor such termination.


 


If the Master Servicer
is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01, then the Master Servicer
shall also be terminated as Special Servicer.


 


If the Master
Servicer receives notice of termination under this Section 7.01(a) solely due to a Master Servicer Termination Event
under Section 7.01(a)(vii) and if the Master Servicer provides the Trustee with the appropriate “request for
proposal” materials within five (5) Business Days following such termination notice, then the Master Servicer shall
continue to serve as Master Servicer hereunder until a successor Master Servicer is selected in accordance with this
Section 7.01(a). Upon receipt of the “request for proposal” materials, the Trustee shall promptly thereafter
(using such “request for proposal” materials provided by the Master Servicer) solicit good faith bids for the
rights to service the Mortgage Loans and Serviced Companion Loans under this Agreement from at least three (3) Persons
qualified to act as Master Servicer hereunder in accordance with Section 6.02 and 7.02 of this Agreement (any such
Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located, then from
as many persons as the Trustee can determine are Qualified Bidders; provided that, at the Trustee’s request, the
Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and provided, further,
that the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service
the Mortgage Loans and Serviced Companion Loans under this Agreement. The bid proposal shall require any Successful Bidder
(as defined below), as a condition of such bid, to enter into this Agreement as successor Master Servicer, and to agree to be
bound by the terms hereof, within 45 days after the notice of termination of the Master Servicer. The materials


 






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provided
to the Trustee shall provide for soliciting bids: (i) on the basis of such successor Master Servicer retaining all Sub-Servicers
to continue the primary servicing of the Mortgage Loans and Serviced Companion Loans pursuant to the terms of the respective Sub-Servicing
Agreements and entering into a Sub-Servicing Agreement with the terminated Master Servicer to service each of the Mortgage Loans
and Serviced Companion Loans for which it was the Master Servicer and not subject to a Sub-Servicing Agreement at a sub-servicing
fee rate per annum equal to, for each Mortgage Loan and Serviced Companion Loan serviced, the excess of the related Servicing
Fee Rate minus the related Excess Servicing Fee Rate (each, a “Servicing Retained Bid”); and (ii) on the
basis of terminating each Sub-Servicing Agreement and Sub-Servicer that it is permitted to terminate in accordance with Section 3.01(c)
of this Agreement (each, a “Servicing Released Bid”). The Trustee shall select the Qualified Bidder with the
highest cash Servicing Retained Bid (or, if none, the highest cash Servicing Released Bid from any Person qualified to act as
a Master Servicer) (the “Successful Bidder”) to act as successor Master Servicer hereunder; provided,
that if the Trustee does not receive a No Downgrade Confirmation in accordance with the procedures set forth in Section 3.30
of this Agreement with respect to such Successful Bidder, then the Trustee shall repeat the bid process described above (but subject
to the above described 45 day time period) until such No Downgrade Confirmation is obtained. The Trustee shall direct the Successful
Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof no later than 45 days after notice
of the termination of the Master Servicer; provided, that the initial Master Servicer may request and obtain, with the
prior written consent of the Directing Holder, an additional 20 days for such sale and assumption to be completed so long
as the initial Master Servicer delivers to the Trustee an Officer’s Certificate stating that the sale and assumption of
the right to service the Mortgage Loans and Serviced Companion Loans cannot be completed in the initial 45-day period and specifying
the reasons therefor.


 


Upon the assignment and
acceptance of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement) to and by the Successful
Bidder, the Trustee shall remit or cause to be remitted (i) if the successful bid was a Servicing Retained Bid, to the Master
Servicer to be terminated pursuant to this Section 7.01(a), the amount of such cash bid received from the Successful Bidder
(net of “out of pocket” expenses incurred in connection with obtaining such bid and transferring servicing) and (ii) if
the successful bid was a Servicing Released Bid, to the Master Servicer and each terminated Sub-Servicer its respective Bid Allocation.


 


The Master Servicer to
be terminated pursuant to this Section 7.01(a) shall be responsible for all out of pocket expenses incurred in connection
with the attempt to sell its rights to service the Mortgage Loans and Serviced Companion Loans, which expenses are not reimbursed
to the party that incurred such expenses pursuant to the preceding paragraph.


 


If the Successful Bidder
has not entered into this Agreement as successor Master Servicer within the above described time period or no Successful Bidder
was identified within the above described time period, the Master Servicer to be terminated pursuant to Section 7.01(a) of
this Agreement shall reimburse the Trustee for all reasonable “out of pocket” expenses incurred by the Trustee in connection
with such bid process and the Trustee shall have no further obligations under this Section 7.01(a). The Trustee thereafter
may act or


 






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may
select a successor to act as Master Servicer hereunder in accordance with Section 7.02 of this Agreement.


 


Notwithstanding anything
to the contrary in this Article VII, if the Master Servicer shall timely deliver the notice and request for proposal materials
referred to in the fourth preceding paragraph, no resignation or termination of the Master Servicer shall be effective in connection
with a Master Servicer Termination Event under Section 7.01(a)(vii) of this Agreement, and the Master Servicer shall
continue to perform as such and to collect the servicing fee until the conclusion of the process described in this Section 7.01(a).


 



(b)          “Special
Servicer Termination Event,” wherever used herein, means any one of the following events:


 


(i)            any
failure by the Special Servicer to deposit into the REO Account at or within the time specified by this Agreement and such
failure continues unremedied for two Business Days, or any failure by the Special Servicer to remit to Master Servicer for
deposit into, the Collection Account (or, in the case of a Serviced Loan Combination, the related Serviced Loan Combination
Collection Account) any amount required to be so remitted by the Special Servicer pursuant to, and at the time specified by,
the terms of this Agreement; provided, that the failure of the Special Servicer to remit such amount to the Master
Servicer shall not be a Special Servicer Termination Event if such failure is remedied within two Business Days and if the
Special Servicer has compensated the Master Servicer for any loss of income on such amount suffered by the Master Servicer
due to and caused by the late remittance of the Special Servicer and reimburse the Trust for any resulting Advance Interest
Amount due to the Master Servicer;


 


(ii)           any
failure on the part of the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations
contained in this Agreement, which failure continues unremedied for a period of 30 days (45 days in the case of failure to
pay the premium for any insurance policy required to be force placed by the Special Servicer pursuant to this Agreement or in any
event such reasonable shorter period of time as is necessary to avoid the commencement of foreclosure proceedings for any lien
relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after the date on which written
notice of such failure, requiring the same to be remedied, shall have been given to the Special Servicer, by (a) any other
party hereto, with a copy to each other party to this Agreement, (b) the Holders of Certificates of any Class evidencing Percentage
Interests aggregating not less than 25% of such Class or (c) an affected Serviced Companion Loan Noteholder; provided,
if such failure is capable of being cured and the Special Servicer is diligently pursuing such cure, such 30- or 45-day period,
as applicable, will be extended an additional 30 days;


 


(iii)          any
breach on the part of the Special Servicer of any representation or warranty contained in Section 2.04(b) of this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders or Serviced Companion Loan Noteholders
and which continues unremedied for a period of 30 days after the date on


 






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which
notice of such breach, requiring the same to be remedied, shall have been given (a) to the Special Servicer by any party
hereto, or (b) to the Master Servicer, the Special Servicer, the Depositor and the Trustee (x) by the Holders of Certificates
of any Class evidencing Percentage Interests aggregating not less than 25% of such Class or (y) by an affected Serviced Companion
Loan Noteholder; provided, if such breach is capable of being cured and the Special Servicer is diligently pursuing such
cure, such 30-day period will be extended an additional 30 days;


 


(iv)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Special Servicer and such
decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;


 


(v)           the
Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Special Servicer
or of or relating to all or substantially all of its property; 





 


(vi)          the
Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations or take any corporate action in furtherance of the foregoing;


 


(vii)         (a) any
of Moody’s or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates,
or (B) placed one or more Classes of Certificates on “watch status” in contemplation of possible rating downgrade or
withdrawal (and such qualification, downgrade or withdrawal or “watch status” placement shall not have been withdrawn
by Moody’s or KBRA, as applicable, within sixty (60) days of such event), and, in case of either of clause (A) or (B), publicly
citing servicing concerns with the Special Servicer as the sole or a material factor in such rating action; or (b) the Special
Servicer ceases to have a special servicer rating of at least “CSS3” from Fitch and such rating is not reinstated within
sixty (60) days; or


 


(viii)        subject
to Section 10.16(c), any failure by the Special Servicer to deliver (a) any Exchange Act reporting items required to
be delivered by the Special Servicer to the Trustee or the Certificate Administrator under Article X by the time required
under Article X after any applicable grace periods or (b) any Exchange Act reporting items that a primary servicer, sub-servicer
or Servicing Function Participant (such entity, the “Sub-Servicing Entity”) retained by the Special Servicer
(but excluding any Mortgage Loan Seller Sub-Servicer) is required to deliver (any Sub-Servicing Entity shall be terminated if it
defaults in accordance with the provision of this clause (viii).


 






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then, and in each and every such case,
so long as a Special Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction of
(x) the Holders of at least 25% of the aggregate Voting Rights of all Certificates, (y) for so long as no Control Termination
Event has occurred and is continuing, the Directing Holder or (z) the Depositor with respect to clause (viii) above upon five
(5) Business Days’ notice, shall, terminate all of the rights and obligations of the Special Servicer (other than the rights
to indemnification provided
in Section 6.03(a) of this Agreement and compensation provided in Section 3.12(c) of this Agreement). In the case of
clause (vii) above, the Trustee shall, upon actual knowledge by a Responsible Officer of such Special Servicer Termination
Event, be required to notify the Special Servicer and the Certificate Administrator, and the Certificate Administrator, upon receipt
of such notice or upon actual knowledge by a Responsible Officer of such Special Servicer Termination Event, shall notify the
Certificateholders and Serviced Companion Loan Noteholders of such Special Servicer Termination Event and request whether such
Certificateholders and, if applicable, the Serviced Companion Loan Noteholders favor such termination.


 


(c)          Notwithstanding Section 7.01(a), (i) if any Master Servicer Termination Event occurs that affects a Serviced
Companion Loan or the holder thereof and the Master Servicer is not otherwise terminated or (ii) if an NRSRO engaged to rate a
Companion Loan Security qualifies, downgrades or withdraws its rating of such Companion Loan Security, citing servicing concerns
with the Master Servicer as the sole or a material factor in such rating action, then the Trustee, at the direction of the related
Serviced Companion Loan Noteholder, shall direct the Master Servicer to appoint a sub-servicer (or if a sub-servicer is then sub-servicing
such Serviced Loan Combination, to appoint a new sub-servicer to service such Serviced Loan Combination, but only if such existing
sub-servicer is in default after any applicable cure periods under the related sub-servicing agreement) with respect all of the
rights and obligations of the Master Servicer under this Agreement related to such Serviced Loan Combination. The Master Servicer
shall appoint a replacement sub-servicer with respect to such Serviced Loan Combination; provided, that such sub-servicer meets
the eligibility requirements of a successor master servicer under Section 7.02 (including receipt of a No Downgrade Confirmation
relating to the Certificates and Serviced Companion Loan Securities, if any) and the eligibility requirements of each Other Pooling
and Servicing Agreement.


 


(d)          Notwithstanding
Section 7.01(b), (i) if any Special Servicer Termination Event occurs that affects a Serviced Companion Loan or the holder
thereof and the Special Servicer is not otherwise terminated or (ii) if an NRSRO engaged to rate a Companion Loan Security
qualifies, downgrades or withdraws its rating of such Companion Loan Security, citing servicing concerns with the Special Servicer
as the sole or a material factor in such rating action, then the Trustee, at the direction of the related Serviced Companion Loan
Noteholder, shall terminate the Special Servicer with respect to the related Serviced Loan Combination only, but no other Mortgage
Loan.


 


(e)          If the Master
Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee (the “Terminating Party”)
shall, by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”),
terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and


 






    	-390-



    	 



    

 


the
proceeds thereof, other than any rights the Terminated Party has to Excess Servicing Fees, any rights it has hereunder as a
Certificateholder and any rights or obligations that accrued prior to the date of such termination (including the right to
receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until
received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of
such termination and the right to the benefits of Section 6.03 of this Agreement notwithstanding any such termination),
and with respect to the Special Servicer, the right to receive any Workout Fee subsequent to its termination as Special
Servicer, pursuant to Section 3.12(c) of this Agreement. No successor Special Servicer shall be entitled to such Workout
Fee received by the terminated Special Servicer. On or after the receipt by the Terminated Party of such written notice, all
of its authority and power under this Agreement, whether with respect to the Certificates (except that the Terminated Party
shall retain its rights as a Certificateholder if and to the extent that it is a Certificateholder), the Mortgage Loans, the
Serviced Companion Loans or otherwise, shall pass to and be vested in the Terminating Party pursuant to and under this
Section and, without limitation, the Terminating Party is hereby authorized and empowered to execute and deliver, on
behalf of and at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice
of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents,
or otherwise. The Master Servicer and the Special Servicer each agree in the event it is terminated pursuant to this
Section 7.01 to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its
own expense, the Terminating Party with all documents and records requested by the Terminating Party to enable the
Terminating Party to assume its functions hereunder, and to cooperate with the Terminating Party and the successor to its
responsibilities hereunder in effecting the termination of its responsibilities and rights hereunder, including, without
limitation, the transfer to the successor Master Servicer or Special Servicer or the Terminating Party, as applicable, for
administration by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer or
the Special Servicer to the Collection Account, the applicable Serviced Loan Combination Collection Account, any REO Account,
the Loss of Value Reserve Fund, any Excess Liquidation Proceeds Account, Lock-Box Account or Cash Collateral Account or which
shall thereafter be received with respect to the Mortgage Loans, and shall promptly provide the Terminating Party or such
successor Master Servicer or successor Special Servicer (which may include the Trustee) all documents and records reasonably
requested by it, such documents and records to be provided in such form as the Terminating Party or such successor Master
Servicer or Special Servicer shall reasonably request (including electronic form), to enable it to assume the Master
Servicer’s or Special Servicer’s function hereunder. All reasonable costs and expenses of the Terminating Party
(including the cost of obtaining a No Downgrade Confirmation and any applicable indemnity) or the successor Master Servicer
or successor Special Servicer incurred in connection with transferring the Mortgage Files to the successor Master Servicer or
Special Servicer and amending this Agreement to reflect such succession as successor Master Servicer or successor Special
Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer or the Special Servicer, as
applicable, upon presentation of reasonable documentation of such costs and expenses. If the predecessor Master Servicer or
Special Servicer (as the case may be) has not reimbursed the Terminating Party or the successor Master Servicer or
Special Servicer for such expenses within 90 days


 






    	-391-



    	 



    

 


after the presentation of reasonable documentation, such expense shall
be reimbursed by the Trust Fund; provided that the Terminated Party shall not thereby be relieved of its liability for
such expenses. If and to the extent that the Terminated Party has not reimbursed such costs and expenses, the Terminating
Party shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust
Fund.


 


In no event shall the
Trustee or the Certificate Administrator be deemed to have knowledge of, or be aware of, any Master Servicer Termination Event
or Special Servicer Termination Event until a Responsible Officer of the Trustee or the Certificate Administrator, as the case
may be, has received written notice thereof or has actual knowledge thereof.


 


Section 7.02   Trustee
to Act; Appointment of Successor. Upon the receipt of a notice of termination by the Master Servicer or the Special
Servicer pursuant to Section 7.01 of this Agreement, the Terminating Party (subject to Section 7.01(a) and
Section 7.01(c)) shall be its successor, until a successor is appointed by the Directing Holder as provided in this
Section 7.02 or Section 3.22(b), as applicable, in all respects in its capacity as the Master Servicer or the
Special Servicer under this Agreement and the transactions set forth or provided for herein and, except as provided herein,
shall be subject to all the responsibilities, duties, limitations on liability and liabilities relating thereto and arising
thereafter placed on the Master Servicer or Special Servicer by the terms and provisions hereof, provided, that
(i) the Terminating Party shall have no responsibilities, duties, liabilities or obligations with respect to any act or
omission of the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in performing, such duties
or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks,
information or monies shall not be considered a termination event for such successor hereunder. The Trustee, as successor
Master Servicer or successor Special Servicer, shall be indemnified to the full extent provided to the Master Servicer or
Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special
Servicer’s termination. The appointment of a successor Master Servicer or successor Special Servicer shall not affect
any liability of the predecessor Master Servicer or Special Servicer which may have arisen prior to its termination as the
Master Servicer or the Special Servicer. The Terminating Party shall not be liable for any of the representations and
warranties of the Master Servicer or Special Servicer herein or in any related document or agreement, for any acts or
omissions of the predecessor Master Servicer or predecessor Special Servicer or for any losses incurred in respect of any
Permitted Investment by the Master Servicer pursuant to Section 3.07 hereunder nor shall the Trustee be required to
purchase any Mortgage Loan or any Serviced Companion Loan hereunder. As compensation therefor, the Terminating Party as
successor Master Servicer or successor Special Servicer shall be entitled to the Servicing Compensation or Special Servicing
Compensation, as applicable, and all funds relating to the Mortgage Loans or the Serviced Companion Loans that accrue after
the date of the Terminating Party’s succession to which such predecessor Master Servicer or Special Servicer would have
been entitled if such predecessor Master Servicer or Special Servicer, as applicable, had continued to act hereunder. If any
Advances made by the Master Servicer or the Trustee shall at any time be outstanding, or any amounts of interest thereon
shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely to the
Advances made by the Trustee (and the accrued and unpaid interest thereon), until such Advances and interest shall have been
repaid in full. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or


 






    	-392-



    	 



    

 


shall
if it is unable to so act or if the Holders of Certificates entitled to (i) in the case of the Master Servicer, at
least 25% of the aggregate Voting Rights (or, for so long as no Control Termination Event has occurred and is continuing, the
Controlling Class Representative), or (ii) in the case of the Special Servicer, at least 25% of the aggregate Voting
Rights (or, for so long as no Control Termination Event has occurred and is continuing, the Directing Holder), so request in
writing to the Trustee, or, with respect to a Serviced Loan Combination, if an affected Serviced Companion Loan Noteholder so
requests in writing to the Trustee, or if the Trustee is not an “approved” servicer by any of the Rating Agencies
for mortgage pools similar to the Trust Fund, promptly appoint, or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution that, for so long as no Control Termination Event has occurred and is
continuing, has been approved by the Directing Holder (which approval shall not be unreasonably withheld) to act as the
successor to the Master Servicer or Special Servicer, as applicable, hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder; provided that the
Trustee shall obtain a No Downgrade Confirmation with respect to the Certificates and any Serviced Companion Loan Securities.
No appointment of a successor to the Master Servicer or Special Servicer hereunder shall be effective until the assumption by
such successor of all the Master Servicer’s or Special Servicer’s responsibilities, duties and liabilities
hereunder, which appointment has been approved, if no Control Termination Event has occurred and is continuing, by the
Directing Holder, such approval not to be unreasonably withheld. Pending appointment of a successor to the Master
Servicer (or the Special Servicer if the Special Servicer is also the Master Servicer) hereunder, unless the Trustee shall be
prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. Pending the appointment of
a successor to the Special Servicer, the Trustee shall act in such capacity. In connection with such appointment and
assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on
Mortgage Loans, Serviced Companion Loans or otherwise as it and such successor shall agree; provided, that no such
compensation shall be in excess of that permitted to the Terminated Party hereunder, unless no successor to the Terminated
Party can be obtained to perform the obligations of such Terminated Party hereunder, in which case additional amounts shall
be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be treated as Realized
Losses. Any successor Special Servicer shall be subject to the rights of the Directing Holder under Section 3.22(b) of
this Agreement. The Depositor, the Trustee, the Master Servicer or Special Servicer and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any such succession.


 


If the Trustee or an
Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer, it may reduce the
Master Servicer’s Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master
Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning
or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Master Servicer’s
Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint
a qualified successor Master Servicer that meets the requirements of this Section 7.02.


 






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Section 7.03   Notification
to Certificateholders and Other Persons. (a) Upon its receipt of written notice of any termination pursuant to
Section 7.01 above or appointment of a successor to the Master Servicer or the Special Servicer, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the
Certificate Register, the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement),
the Operating Advisor, and to each Serviced Companion Loan Noteholder at its address appearing in the Serviced Companion Loan
Noteholder Register.


 


(b)          Within 30 days
after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer of
the Trustee has actual knowledge, the Trustee shall transmit by mail to the Depositor, the Certificate Administrator (who shall
then notify all Holders of Certificates), the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement), and each Serviced Companion Loan Noteholder, notice
of such Servicer Termination Event or Operating Advisor Termination Event, unless such Servicer Termination Event or Operating
Advisor Termination Event shall have been cured or waived.


 


Section 7.04   Other
Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as the Servicer Termination Event
shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01 of this Agreement, shall
have the right, in its own name as Trustee of an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders and, in the case of any Serviced Companion Loan, of the related Serviced Companion Loan Noteholders
(including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of
claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund (and, in the case of any Serviced Loan
Combination, such amounts shall be allocated in accordance with the expense allocation provision of the related Intercreditor
Agreement). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be
exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of
any Servicer Termination Event.


 


Section 7.05   Waiver
of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of Certificates evidencing
not less than 66-2/3% of the aggregate Voting Rights of the Certificates may, together with each affected Serviced Companion Loan
Noteholder (to the extent they are adversely affected by such Servicer Termination Event or Operating Advisor Termination Event,
as applicable), on behalf of all Holders of Certificates waive any termination event with respect to the Master Servicer, the
Special Servicer or the Operating Advisor in the performance of its obligations hereunder and its consequences, except a termination
event with respect to making any required deposits (including, with respect to the Master Servicer, P&I Advances) to or payments
from the


 






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Collection
Account, any Serviced Loan Combination Collection Account or the Lower-Tier Distribution Account, or in remitting payments as
received, in each case in accordance with this Agreement. Upon any such waiver of a past termination event, such termination event
shall cease to exist, and any Servicer Termination Event or Operating Advisor Termination Event arising therefrom shall be deemed
to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other termination
event or impair any right consequent thereon. Notwithstanding the foregoing, a Master Servicer Termination Event under Section 7.01(a)(vii)
or a Special Servicer Termination Event under Section 7.01(b)(viii) of this Agreement may be waived only with the consent
of the Depositor.


 


Section 7.06   Trustee
as Maker of Advances. If the Master Servicer fails to fulfill its obligations hereunder to make any Advances and such
failure remains uncured, the Trustee shall perform such obligations (x) within five Business Days of the Master Servicer
Termination Event resulting from such failure by the Master Servicer with respect to Property Advances to the extent a
Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Property Advances and
(y) by 12:00 noon (New York City time) on the related Distribution Date with respect to P&I Advances pursuant
to the Trustee’s receipt of notice of failure pursuant to Section 4.07(a) of this Agreement unless the Trustee has
received notice that such failure has been cured by 11:00 a.m. on such Distribution Date. With respect to any such
Advance made by the Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances
hereunder, including, without limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at
the Advance Rate, and rights to determine that a proposed Advance is a Nonrecoverable Advance (without regard to any
impairment of any such rights of reimbursement caused by the Master Servicer’s failure to perform its obligations
hereunder); provided, that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding,
or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances and the interest
thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances shall have been
repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for such
Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance or
any determination of nonrecoverability in connection therewith by the Master Servicer hereunder.


 


Section 7.07   Termination
of the Operating Advisor. (a)  An “Operating Advisor Termination Event” means any one of the following
events whether any such event shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body:


 


(i)            any
failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of 30 days
after the date on which written notice of such failure shall have been given to the Operating Advisor by any party hereto or to
the Operating Advisor, the Certificate Administrator and the Trustee by the Holders of Certificates having greater than 25% of
the aggregate Voting Rights; provided, that with respect to any such failure which is not curable within such 30-day period,
the


 






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Operating
Advisor shall have an additional cure period of thirty (30) days to effect such cure so long as it has commenced to cure such
failure within the initial 30-day period and has provided the Trustee and the Certificate Administrator with an Officer’s
Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


 



(ii)           any
failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure shall continue unremedied
for a period of 30 days;


 


(iii)          any
failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period of 30 days;


 


(iv)          a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered against the Operating Advisor, and such decree or order shall have remained
in force undischarged or unstayed for a period of 60 days;


 


(v)           the
Operating Advisor shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency,
readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the
Operating Advisor or of or relating to all or substantially all of its property; or


 


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





 


Upon receipt by the Certificate
Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate Administrator shall promptly
provide written notice to all Certificateholders by posting such notice on the Certificate Administrator’s Website and by
mail, unless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor Termination Event
has occurred then, and in each and every such case, so long as such Operating Advisor Termination Event shall not have been remedied,
either (i) the Trustee may or (ii) upon the written direction of holders of Certificates evidencing not less than 25%
of the Voting Rights of each Class of Regular Certificates, the Trustee shall, terminate all of the rights and obligations of the
Operating Advisor under this Agreement, other than rights and obligations accrued prior to such termination, including the right
to receive all amounts accrued and owing to it under this Agreement, and other than indemnification rights (arising out of events
occurring prior to such termination), by notice in writing to the Operating Advisor. Notwithstanding anything herein to the contrary,
the Depositor shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Operating
Advisor Termination Event of which the Depositor has actual knowledge.


 






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(b)          Upon (i) the
written direction of holders of Certificates evidencing not less than 15% of the aggregate Voting Rights requesting a vote to terminate
and replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible Operating Advisor and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering
such vote, the Certificate Administrator shall promptly provide written notice thereof to the Operating Advisor and to all Certificateholders
by (i) posting such notice on the Certificate Administrator’s Website and (ii) mail at their addresses appearing
in the Certificate Register. Upon the written direction of Holders of Certificates evidencing more than 50% of the Voting Rights
that exercise their right to vote (provided that Holders of at least 50% of the Voting Rights exercise their right to vote),
the Trustee shall terminate all of the rights and obligations of the Operating Advisor with respect to the Mortgage Loans under
this Agreement by notice in writing to the Operating Advisor, other than rights and obligations accrued prior to such termination
including the right to receive all amounts accrued and owing to it under this Agreement and other than indemnification rights
arising out of events occurring prior to such termination. The provisions set forth in the foregoing sentences of this Section 7.07(b)
shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between each other. The Operating
Advisor shall not have any cause of action based upon or arising from any breach or alleged breach of such provisions other than
may arise, as a result of the failure to comply with the above described voting procedures. As between the Operating Advisor,
on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to
vote for the termination or not vote for the termination of the Operating Advisor. The Certificate Administrator shall include
on each Distribution Date Statement a statement that each Certificateholder and Beneficial Owner may access notices on the Certificate
Administrator’s Website and each Certificateholder and Beneficial Owner may register to receive email notifications when
such notices are posted on the Certificate Administrator’s Website; provided that the Certificate Administrator shall
be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting such notices.


 





(c)          On
or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority
and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor shall execute any
and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to
effect the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1)
the Operating Advisor resigns pursuant to Section 6.04(a) of this Agreement or (2) the Certificate Administrator delivers
such written notice of termination to the Operating Advisor, the Trustee shall upon the written direction of Holders of Certificates
evidencing not less than 25% of the Voting Rights of each Class of Regular Certificates of each Class of Certificates appoint
a successor Operating Advisor that is an Eligible Operating Advisor, which successor Operating Advisor may be an Affiliate of
the Trustee and shall be the proposed Operating Advisor in the case of a termination pursuant to Section 7.07(b) of this
Agreement; provided, that if the Trustee is acting as the successor Master Servicer or successor Special Servicer, neither the
Trustee nor any of its Affiliates shall be the successor Operating Advisor. The Trustee shall provide written notice of the appointment
of a successor Operating Advisor to the Master


 






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Servicer,
the Special Servicer and the Certificate Administrator (and the Certificate Administrator shall promptly provide such notice to
the Controlling Class Representative, each Serviced Companion Loan Noteholder and each Certificateholder) within one Business
Day of such appointment. The Operating Advisor shall be an Eligible Operating Advisor. If any of such entities becomes the Operating
Advisor, including by means of an Affiliation arising after the date hereof, the Operating Advisor shall immediately resign or
cause an assignment under Section 6.04 of this Agreement and the Trustee shall upon the written direction of Holders of Certificates
evidencing not less than 25% of the Voting Rights of each Class of Certificates appoint a successor Operating Advisor subject
to and in accordance with this Section 7.07(c), which successor Operating Advisor may be an Affiliate of the Trustee.


 


(d)          Upon any termination
of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall, as soon as possible, give
written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator, the Depositor, the Certificateholders,
any Serviced Companion Loan Noteholder and, if no Consultation Termination Event has occurred and is continuing, the Controlling
Class Representative and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.14(d) of this Agreement). If the Operating Advisor is terminated, all of its rights and obligations
under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out
of events occurring prior to such termination).


 


(e)          If there are no
Classes of Certificates outstanding other than the Control Eligible Certificates, the Class X-D Certificates, the Class X-E Certificates,
the Class X-F Certificates, the Class V Certificates, the Class R Certificates and the Class LR Certificates, then all of the rights
and obligations of the Operating Advisor under this Agreement shall terminate without payment of any termination fee (other than
any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other
than indemnification rights arising out of events occurring prior to such termination). If the Operating Advisor is terminated
pursuant to this Section 7.07(e), then no replacement Operating Advisor shall be appointed. The Trustee shall provide
the Operating Advisor with prompt notice upon its termination pursuant to this Section 7.07(e).


  


Article VIII



CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR


 


Section 8.01   Duties
of Trustee and Certificate Administrator. (a)  Each of the Trustee and the Certificate Administrator undertakes
to perform such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee
shall be construed as a duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee
has actual knowledge, the Trustee, subject to the provisions of Section 7.02 and 7.05 of this Agreement shall exercise such
of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their


 






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exercise,
as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 


(b)          The Trustee and
the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee or the Certificate Administrator, as the case may be, which are specifically required
to be furnished pursuant to any provision of this Agreement, shall examine them
to determine whether they conform on their face to the requirements of this Agreement; provided, that, the Trustee or the
Certificate Administrator, as applicable, shall not be responsible for the accuracy or content of any such resolution, certificate,
statement, opinion, report, document, order or other instrument provided to it hereunder. If any such instrument is found not
to conform on its face to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator,
as applicable, shall request the provider of such instrument to have the instrument corrected, and if the instrument is not corrected
to such Trustee’s or such Certificate Administrator’s reasonable satisfaction, such Trustee or such Certificate Administrator
will provide notice thereof to the Certificateholders.


 


(c)          None of the Trustee,
the Certificate Administrator or any of their officers, directors, employees, agents or “control” persons within the
meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided that, subject
to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee, the Certificate
Administrator or any such person, from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct or its own bad faith; and provided, further, that:


 


(i)            The
Trustee’s and the Certificate Administrator’s duties and obligations shall be determined solely by the express provisions
of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance of such duties
and obligations as are specifically set forth in regard to such party in this Agreement, no implied covenants or obligations shall
be read into this Agreement against the Trustee or the Certificate Administrator and, in the absence of bad faith on the part
of the Trustee or the Certificate Administrator, as the case may be, the Trustee and the Certificate Administrator may conclusively
rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any resolutions, certificates,
statements, reports, opinions, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator,
as the case may be, that conform on their face to the requirements of this Agreement to the extent set forth herein without responsibility
for investigating the contents thereof;


 


(ii)           Reserved;


 


(iii)          Neither
the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 50% of the
Percentage Interests (or such other higher or lower percentage as is specified herein) of each affected Class, or of the aggregate
Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for


 






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any
remedy available to the Trustee or the Certificate Administrator, as the case may be, or exercising any trust or power conferred
upon the Trustee or the Certificate Administrator, as the case may be, under this Agreement;


 


(iv)          Neither
the Trustee nor the Certificate Administrator nor any of their directors, officers, employees, agents or control persons shall
be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not an Affiliate
of the Trustee or the Certificate Administrator, respectively, and that is selected other than by the Trustee or the Certificate
Administrator, respectively, performed or omitted in compliance with any custodial or other agreement, or any act or omission
of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or any other Person, including, without limitation,
in connection with actions taken pursuant to this Agreement;


 


(v)          Neither
the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its respective duties as Trustee or Certificate Administrator in accordance with this Agreement (and,
if it does, all legal expenses and costs of such action shall be expenses and costs of the Trust Fund (and, in the case of any
Loan Combination, any such costs and expenses shall be allocated in accordance with the allocation provisions of the related Intercreditor
Agreement), and the Trustee or the Certificate Administrator, as applicable, shall be entitled, as provided in Section 3.06
hereof, to be reimbursed therefor from amounts on deposit in the Collection Account (and with respect to any Serviced Loan Combination,
the related Serviced Loan Combination Collection Account) or the Distribution Account and identified on the Trust Ledger, unless
such legal action arises out of the negligence or bad faith of the Trustee or the Certificate Administrator, as applicable, or
any breach of a representation or warranty of the Trustee or the Certificate Administrator, as applicable, contained herein; and


 


(vi)          Neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of any Person
upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be required to act, unless a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge of such failure. Neither the
Trustee nor the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s or the Special
Servicer’s failure to provide scheduled reports, certificates and statements when and as required to be delivered to the
Trustee or the Certificate Administrator, as applicable, pursuant to this Agreement.


 


None of the provisions
contained in this Agreement shall require either the Trustee, in its capacity as Trustee or the Certificate Administrator, in its
capacity as Certificate Administrator, to expend or risk its own funds, or otherwise incur financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee or the Certificate
Administrator, as the case may be, the repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate
Administrator, as the case may be, to perform, or be responsible


 






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for
the manner of performance of, any of the obligations of the Master Servicer, the Special Servicer or the Operating Advisor under
this Agreement, except, in the case of the Trustee, during such time, if any, as the Trustee shall be the successor to, and be
vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with the terms
of this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind
in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator
shall be liable for any loss on any investment of funds pursuant to this Agreement. Notwithstanding any other provision hereof,
when acting as the Master Servicer or Special Servicer hereunder, the Trustee and the Certificate Administrator shall comply with
the Servicing Standard.


 


Section 8.02   Certain
Matters Affecting the Trustee and the Certificate Administrator. (a) Except as otherwise provided in Section 8.01 of
this Agreement:


 


(i)            The
Trustee and the Certificate Administrator may request and/or conclusively rely upon and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties and neither the Trustee nor the Certificate Administrator shall
have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 


(ii)           Each
of the Trustee and the Certificate Administrator may consult with counsel and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with the written advice of such counsel or such Opinion of Counsel;


 


(iii)          (A) Neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested
in it by this Agreement or to make any investigation of matters arising hereunder or institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate
Administrator, as the case may be, reasonable security or indemnity reasonably satisfactory to the Trustee or the Certificate
Administrator, as the case may be, against the costs, expenses and liabilities which may be incurred therein or thereby, provided
that nothing contained herein shall relieve the Trustee of the obligations, upon the occurrence of a Servicer Termination
Event (which has not been cured or waived) of which a Responsible Officer of the Trustee has actual knowledge, to exercise
such of the rights and powers vested in it by this Agreement, and, with respect to the Trustee, to use the same degree of
care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such
person’s own affairs; and (B) the right of the Trustee and the Certificate Administrator to perform any
discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee or the Certificate


 






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Administrator,
as the case may be, shall not be answerable for other than its own negligence or willful misconduct or bad faith in the performance
of any such act;


 


(iv)          None
of the Trustee, the Certificate Administrator or any of their directors, officers, employees, Affiliates, agents or “control”
persons within the meaning of the Act shall be personally liable (A) for an error of judgment made in good faith by a Responsible
Officer of the Trustee or the Certificate Administrator, as the case may be, unless it shall be proved that the Trustee or the
Certificate Administrator, as the case
may be, was negligent in ascertaining the pertinent facts or (B) for any action taken, suffered or omitted by it in good
faith and reasonably believed by the Trustee or the Certificate Administrator, as the case may be, to be authorized or within
the discretion or rights or powers conferred upon it by this Agreement;


 


(v)           Neither
the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document, unless requested in writing to do so by Holders of Certificates entitled to greater than 25% (or such other percentage
as is specified herein) of the Percentage Interests of each affected Class; provided, that if the payment within a reasonable
time to the Trustee or the Certificate Administrator, as the case may be, of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, as the case may be,
not reasonably assured to the Trustee or the Certificate Administrator, as the case may be, by the security afforded to it by the
terms of this Agreement, the Trustee or the Certificate Administrator, as the case may be, may require indemnity reasonably satisfactory
to it from such requesting Holders against such cost, expense or liability as a condition to taking any such action. The reasonable
expense of every such investigation shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
if a Servicer Termination Event or Operating Advisor Termination Event shall have occurred and be continuing relating to the Master
Servicer, the Special Servicer or the Operating Advisor, respectively, and otherwise by the Certificateholders requesting the investigation;


 


(vi)          The
Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder and the Trustee and the
Certificate Administrator may perform any duties hereunder either directly or by or through agents, nominees, custodians or
attorneys but shall not be relieved of the obligations hereunder; provided, that the Trustee or the Certificate
Administrator, as the case may be, may not perform any duties hereunder through any Person that is a Prohibited Party;
and


 


(vii)          Other
than in the case of fraud (as determined by a non-appealable final court order), in no event shall the Trustee or the Certificate
Administrator, as applicable, be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable, has been advised
of the likelihood of such loss or damage and regardless of the form of action.


 






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(b)          In no event shall
the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations hereunder
due to force majeure; provided that such failure or delay is not also a result of its own negligence, bad faith or willful misconduct.


 


(c)          Following the
Startup Day, the Trustee and the Certificate Administrator shall not, except as expressly required by any provision of this Agreement,
accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator shall
have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution)
to the effect that the inclusion of such assets in the Trust Fund will not cause the Lower-Tier REMIC or the Upper-Tier REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust, at any time that any Certificates
are outstanding, or subject the Lower-Tier REMIC or the Upper-Tier REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances or cause the Grantor Trust not to be treated as a grantor trust.


 


(d)          All rights of
action under this Agreement or under any of the Certificates, enforceable by the Trustee and the Certificate Administrator, may
be enforced by it without the possession of any of the Certificates, or the production thereof at the trial or other proceeding
relating thereto, and any such suit, action or proceeding instituted by the Trustee and the Certificate Administrator shall be
brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


 


(e)          The Trustee shall
not have a duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any
Mortgage Loan by any Mortgage Loan Seller pursuant to this Agreement or the eligibility of any Mortgage Loan for purposes of this
Agreement.


 


(f)           Each of the Trustee
and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded
to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider, Paying Agent and Authenticating Agent).


 


(g)          In
order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326
of the USA Patriot Act of the United States (“Applicable Law”), the Certificate Administrator and the Trustee,
as the case may be, are required to obtain, verify and record certain information relating to individuals and entities that maintain
a business relationship with the Certificate Administrator or the Trustee. Accordingly, each of the parties hereto agrees to provide
to the Certificate Administrator and the Trustee, upon its respective request from time to time, such identifying information
and documentation as may be available for such party in order to enable the Certificate Administrator and the Trustee to comply
with Applicable Law.


 


Section 8.03   Trustee
and Certificate Administrator Not Liable for Certificates or Mortgage Loans. The recitals contained herein and in the Certificates
shall not be taken as


 






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the statements of the Trustee, the Certificate
Administrator, the Operating Advisor, the Master Servicer, or the Special Servicer and the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer and the Special Servicer assume no responsibility for their correctness. The Trustee,
the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer make no representations or warranties
as to the validity or sufficiency of this Agreement, of the Certificates or any offering document used to offer the Certificates
for sale or the validity, enforceability or sufficiency of any Mortgage Loan, or related document. Neither the Trustee nor the
Certificate Administrator shall at any time have any responsibility or liability for or with respect to the legality, validity
and enforceability of any Mortgage, any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any
such perfection and priority, or for or with respect to the sufficiency of the Trust Fund or its ability to generate the payments
to be distributed to Certificateholders under this Agreement. Without limiting the foregoing, neither the Trustee nor the Certificate
Administrator shall be liable or responsible for: (i) the existence, condition and ownership of any Mortgaged Property; (ii) the
existence of any hazard or other insurance thereon (other than if the Trustee shall assume the duties of the Master Servicer or
the Special Servicer pursuant to Section 7.02 of this Agreement) or the enforceability thereof; (iii) the existence of any Mortgage
Loan or the contents of the related Mortgage File on any computer or other record thereof (other than if the Trustee shall assume
the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement); (iv) the validity of the
assignment of any Mortgage Loan to the Trust Fund or of any intervening assignment; (v) the completeness of any Mortgage File;
the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of the Master Servicer or
the Special Servicer pursuant to Section 7.02 of this Agreement); (vi) the compliance by the Depositor, the Master Servicer, the
Special Servicer or the Operating Advisor with any warranty or representation made under this Agreement or in any related document
or the accuracy of any such warranty or representation prior to the Trustee’s receipt of written notice or other discovery
of any non-compliance therewith or any breach thereof; (vii) any investment of monies by or at the direction of the Master Servicer
or any loss resulting therefrom, the acts or omissions of any of the Depositor, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties of the Certificate Administrator,
the Master Servicer or Special Servicer pursuant to Section 7.02 of this Agreement) or any sub-servicer or any Borrower; any action
of the Master Servicer or Special Servicer (other than if the Trustee shall assume the duties of the Master Servicer or Special
Servicer pursuant to Section 7.02 of this Agreement) or any sub-servicer taken in the name of the Trustee, except to the extent
such action is taken at the express written direction of the Trustee; (viii) the failure of the Master Servicer or the Special
Servicer or any sub-servicer to act or perform any duties required of them on behalf of the Trust Fund or the Trustee hereunder;
or (ix) any action by or omission of the Trustee or the Certificate Administrator taken at the instruction of the Master Servicer
or the Special Servicer (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant
to Section 7.02 of this Agreement) unless the taking of such action is not permitted by the express terms of this Agreement; provided,
that the foregoing shall not relieve the Trustee or the Certificate Administrator of their respective obligations to perform their
duties as specifically set forth in this Agreement. The Trustee or the Certificate Administrator shall not be accountable for the
use or application by the Depositor, the Certificate Administrator (in the case of the Trustee only), the Trustee (in the case
of the Certificate Administrator only), the Master Servicer or the Special Servicer of


 






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any
of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor,
the Certificate Administrator (in the case of the Trustee only), the Trustee (in the case of the Certificate Administrator only),
the Master Servicer or the Special Servicer in respect of the assignment of the Mortgage Loans or deposited in or withdrawn from
the Collection Accounts, any Serviced Loan Combination Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Class V Distribution Account, the Lock-Box Account, the Cash Collateral Account, the Reserve Accounts,
the Interest Reserve Account, any REO Account or any Excess Liquidation Proceeds Account or any other account maintained by or
on behalf of the Certificate Administrator, the Master Servicer or the Special Servicer, other than any funds held by the Trustee
or the Certificate Administrator. Neither the Trustee nor the Certificate Administrator shall have any responsibility for filing
any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of
any security interest or lien granted to it hereunder (unless the Trustee shall have become the successor Master Servicer) or
to record this Agreement. In making any calculation hereunder which includes as a component thereof the payment or distribution
of interest for a stated period at a stated rate “to the extent permitted by applicable law,” the Trustee or the Certificate
Administrator, as the case may be, shall assume that such payment is so permitted unless a Responsible Officer of the Trustee
or the Certificate Administrator, as the case may be, has actual knowledge, or receives an Opinion of Counsel (at the expense
of the Person asserting the impermissibility) to the effect, that such payment is not permitted by applicable law. The Depositor
is not obligated to monitor or supervise the performance of the Trustee or the Certificate Administrator under this Agreement
or otherwise.


 


Section 8.04   Trustee
and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any agent of the Trustee
or the Certificate Administrator in its individual capacity or any other capacity may become the owner or pledgee of Certificates,
and may deal with the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Initial
Purchasers and the Underwriters in banking transactions, with the same rights it would have if it were not Trustee, Certificate
Administrator or such agent, as the case may be.


 


Section 8.05   Payment
of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification. (a) On each Distribution Date,
prior to the distribution of amounts to the Certificateholders, the Certificate Administrator shall be entitled to withdraw and
pay the Trustee and itself its respective portion of the Trustee/Certificate Administrator Fee, as reasonable compensation from
amounts remitted to the Lower-Tier Distribution Account for all services rendered in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties of the Trustee and the Certificate Administrator at the Trustee/Certificate
Administrator Fee Rate. 


 





(b)          If the Trustee
assumes the servicing responsibilities of the Master Servicer or the Special Servicer hereunder pursuant to or otherwise arising
from the resignation or removal of the Master Servicer or the Special Servicer, the Trustee shall be entitled to the compensation
to which the Master Servicer or the Special Servicer, as the case may be, would have been entitled (other than the rights of the
Special Servicer to receive any Workout Fee specified in Section 3.12(c) of this Agreement if the Special Servicer is terminated).


 






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(c)          The Trustee, the
Custodian and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee, the Custodian or the Certificate Administrator pursuant to and in accordance
with any of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ), which the Certificate Administrator will be entitled to withdraw from the Distribution
Accounts prior to the distribution to Certificateholders to the extent
set forth herein and to the extent such payments are “unanticipated expenses incurred by the REMIC” within the meaning
of Treasury Regulations Section 1.860G-1(b)(iii) except any such expense, disbursement or advance as may arise from
its negligence, willful misconduct or bad faith; provided, that, subject to the last paragraph of Section 8.01 and
Section 8.02(a)(iii) of this Agreement, the Trustee, the Custodian or the Certificate Administrator shall not refuse to perform
any of their respective duties hereunder solely as a result of the failure to be paid their respective portion of the Trustee/Certificate
Administrator Fee, or the Trustee’s, Custodian’s or Certificate Administrator’s previously-incurred expenses,
as applicable. The term “unanticipated expenses incurred by the REMIC” shall include any fees, expenses and disbursement
of any separate Trustee or co-Trustee appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably
anticipated as of the Closing Date and are attributable to the Lower-Tier REMIC, the Upper-Tier REMIC and the losses, liabilities,
damages, claims or expenses (including reasonable attorneys’ fees) incurred or advanced by an Indemnified Party in connection
with any litigation arising out of this Agreement attributable to the Lower-Tier REMIC, the Upper-Tier REMIC or the Grantor Trust,
including, without limitation, under Section 2.03, Section 3.10, the third paragraph of Section 3.11, Section 4.05
and Section 7.01 of this Agreement.


 


The Master Servicer and
the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable expenses, disbursements and advances
incurred or made by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the
Special Servicer, respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer
or Special Servicer (except in the case of removal of the Special Servicer without cause), as applicable, in accordance with any
of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements of its counsel and all other
persons not regularly in its employ), except any such expense, disbursement or advance as may arise from the negligence, willful
misconduct or bad faith of the Trustee.


 


(d)          Each
of the Certificate Administrator, the Custodian, the Paying Agent, the Trustee, the Depositor, the Master Servicer and the
Special Servicer (each, for purposes of this Section 8.05(d), an “Indemnifying Party”) shall
(severally and not jointly) indemnify the Trustee (both in its capacity as Trustee and individually) and the Certificate
Administrator (in its capacity as Certificate Administrator, Custodian, Paying Agent and individually) and each of their
Affiliates and each of the directors, officers, employees, representatives and agents of the Trustee and the Certificate
Administrator and each of their Affiliates (each, for purposes of this Section 8.05(d), an “Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may
sustain in


 






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connection
with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the Indemnified Party
in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any
third party or otherwise) resulting from each such Indemnifying Party’s respective willful misconduct, bad faith, fraud
or negligence in the performance of each of its respective duties hereunder or by reason of negligent disregard of its respective
obligations and duties hereunder (including in the case of the Master Servicer, any agent of the Master Servicer or sub-servicer).


 



The Trust Fund shall
indemnify each Indemnified Party and the Custodian from, and hold it harmless against, any and all losses, liabilities, damages,
penalties, fines, forfeitures, judgments, claims or unanticipated expenses (including, without limitation, reasonable fees and
disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified
Party or between the Indemnified Party and any third party or otherwise) arising in respect of this Agreement, the Mortgage Loans
or the Certificates other than (i) resulting from the willful misconduct, bad faith, fraud or negligence of the Indemnified Party
or the Custodian, as applicable, in the performance of its obligations and duties under this Agreement, (ii) by reason of
its negligent disregard of those obligations or duties, or as may arise from a breach of any representation or warranty of the
Indemnified Party or the Custodian, as applicable, made in this Agreement and (iii) as to which such Indemnified Party or
the Custodian, as applicable, is entitled to indemnification pursuant to this Section 8.05(d). The right of reimbursement
of the Indemnified Parties under this Section 8.05(d) shall be senior to the rights of all Certificateholders.


 


(e)          Notwithstanding
anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or the resignation,
removal or termination of the Trustee or the Certificate Administrator, as the case may be, regarding rights accrued prior to such
resignation, removal or termination and (with respect to any acts or omissions during its respective tenures) the resignation,
removal or termination of the Master Servicer, the Special Servicer, the Paying Agent, the Certificate Administrator, the Certificate
Registrar or the Custodian.


 


(f)           This Section 8.05
shall be expressly construed to include, but not be limited to, such indemnities, compensation, expenses, disbursements, advances,
losses, liabilities, damages and the like, as may pertain or relate to any environmental law or environmental matter.


 


(g)          Each
of the Certificate Administrator, the Custodian, the Paying Agent and the Trustee (in each case with respect to itself only,
for purposes of this Section 8.05(g), an “Indemnifying Party”) shall (severally and not
jointly) indemnify the Trust Fund, the Depositor, the Master Servicer, the Special Servicer and each other, and each of
their respective Affiliates and each of the directors, officers, employees and agents of the Master Servicer and the Special
Servicer and their respective Affiliates (each, for purposes of this Section 8.05(g), an “Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may
sustain in connection with this Agreement (including, without limitation reasonable fees and


 






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disbursements
of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party
or between the Indemnified Party and any third party or otherwise) resulting from the applicable Indemnifying Party’s willful
misconduct, bad faith, fraud or negligence in the performance of its duties hereunder or by reason of negligent disregard of its
obligations and duties hereunder.


 


(h)          The Certificate
Administrator (for purposes of this Section 8.05(h), the “Indemnifying Party”) shall, solely in its capacity
as the 17g-5 Information Provider, indemnify each
Mortgage Loan Seller and Deutsche Bank Securities Inc. (each, for purposes of this Section 8.05(h), an “Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain
in connection with this Agreement (including, without limitation reasonable fees and disbursements of counsel incurred by the
Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified
Party and any third party or otherwise) related to (i) the applicable Indemnifying Party’s willful misconduct, bad
faith, fraud or negligence in the performance of its duties hereunder or by reason of negligent disregard of its obligations and
duties hereunder or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the
Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such willful misconduct,
bad faith, fraud or negligence in the performance of its duties hereunder or by reason of negligent disregard referred to in clause (i)
above by the Indemnifying Party.


 


Section 8.06   Eligibility
Requirements for Trustee and Certificate Administrator. The Trustee and Certificate Administrator hereunder shall at all times:


 


(i)            be
a corporation, national bank, national banking association or a trust company organized and doing business under the laws of any
state or the United States of America,


 


(ii)           be
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement,


 


(iii)          have
a combined capital and surplus of at least $50,000,000,


 


(iv)          (a)
have a rating on its unsecured long term debt of at least (1) “A2” by Moody’s (or, in the case of
Wilmington Trust, National Association, in its capacity as trustee, a long-term senior unsecured debt rating of at least
“Baa2” by Moody’s if the Master Servicer has a long-term senior unsecured debt rating of at least
“A2” by Moody’s and a short-term debt rating of at least “P-1” by Moody’s) and, if rated
by KBRA, an equivalent rating from KBRA and (2) “A-” by Fitch, and (b) have a rating on its short-term unsecured
debt obligations rated at least (1) “P-1” by Moody’s (or, in the case of Wilmington Trust, National
Association, in its capacity as trustee, a short-term unsecured debt rating of at least “P-2” by Moody’s if
the Master Servicer has a long-term senior unsecured debt rating of at least “A2” by Moody’s and a
short-


 






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term
debt rating of at least “P-1” by Moody’s) and, if rated by KBRA, an equivalent rating from KBRA and (2) “F1”
by Fitch,


 


(v)           be
subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer or the
Special Servicer (except, in the case of the Trustee, during any period when the Trustee has assumed the duties of the Master Servicer
or Special Servicer, as the case may be, pursuant to Section 7.02 of this Agreement), and


 


(vi)          not
be a Prohibited Party.


 



Notwithstanding the foregoing,
if the Trustee or the Certificate Administrator meets the provisions of clauses (i) through (iii), (v) and (vi) above, but
does not meet the provisions of clause (iv) above, the Trustee or the Certificate Administrator, as the case may be, shall
be deemed to meet the provisions of such clause (iv) (A) if it appoints a fiscal agent as a back-up liquidity provider, provided
that such fiscal agent meets the provisions of clauses (i) through (vi) above and shall have assumed in writing all obligations
of the Trustee or the Certificate Administrator, as the case may be, to make Advances under this Agreement as and when required
of the Trustee or the Certificate Administrator, as the case may be. If a corporation or association publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes
of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If the place of business from which the Trustee administers the
Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of either Trust REMIC (other
than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall elect either to (i) resign immediately
in the manner and with the effect specified in Section 8.07 of this Agreement, (ii) pay such tax and continue as Trustee
or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. If at any time the
Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the Trustee
or the Certificate Administrator, as the case may be, shall resign immediately in the manner and with the effect specified in Section 8.07
of this Agreement.


 


Section 8.07   Resignation
and Removal of Trustee and Certificate Administrator. The Trustee and the Certificate Administrator may at any time
resign and be discharged from the trusts hereby created by giving written notice thereof to the Trustee, the Depositor, the
Certificate Administrator, the Operating Advisor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, the
Directing Holder and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement). Upon notice of resignation from the Trustee,
the Depositor shall promptly appoint a successor trustee, the appointment of which is subject to the requirements contained
in Section 8.06 of this Agreement and shall be, if no Control Termination Event has occurred and is continuing,
reasonably acceptable to the initial Directing Holder (or, in the event that there is a successor Directing Holder that is
not a Controlling Class Certificateholder as of the Closing Date, such successor Directing Holder). Upon notice of
resignation from the Certificate Administrator, the Trustee shall promptly appoint a


 






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successor
certificate administrator, the appointment of which is subject to the requirements contained in Section 8.06 of this Agreement.
If no successor trustee or certificate administrator shall have been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as the case may be, may petition
any court of competent jurisdiction for the appointment of a successor. The Trustee or the Certificate Administrator, as applicable,
shall bear all reasonable out of pocket costs and expenses of each other party hereto and each Rating Agency in connection with
its resignation.


 


If at any time the Trustee
or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 of this Agreement
and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee
or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of
the Trustee or the Certificate Administrator, as the case may be (or of its property), shall be appointed, or any public officer
shall take charge or control of the Trustee or the Certificate Administrator, as the case may be (or of its property or affairs),
for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Master Servicer may remove the Trustee
or the Certificate Administrator, as the case may be, and the Depositor or the Master Servicer shall promptly appoint a successor
by written instrument, which shall be delivered to the Trustee or the Certificate Administrator, as the case may be, so removed
and to the successor.


 


The Holders of Certificates
entitled to at least 50% of the Voting Rights may at any time remove the Trustee or the Certificate Administrator and appoint a
successor by written instrument or instruments, in eight originals, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to each of the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Trustee, the Certificate Administrator and the successor trustee or certificate administrator, as applicable.


 


In addition, if the Trustee
or the Certificate Administrator is terminated without cause, the terminating party shall pay all of the expenses of the Trustee
or the Certificate Administrator, as the case may be, necessary to affect the transfer of its responsibilities to the successor.


 


If the Trustee is terminated
or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage
Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including
the right to receive all fees, expenses, indemnities, and other amounts accrued or owing to it under this Agreement, plus interest
at the Advance Rate on all such amounts until received to the extent such amounts bear interest as provided in this Agreement,
with respect to periods prior to the date of such termination or removal).


 


If the Certificate Administrator
is terminated or removed pursuant to this Section 8.07, (i) all of its rights and obligations under this Agreement and
in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such
termination or removal (including the right to receive all fees, indemnities, expenses and other amounts accrued or owing to it
under this Agreement with respect to


 






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periods
prior to the date of such termination or removal) and (ii) such resignation, termination, or removal shall be effective with
respect to each of its other capacities hereunder except its capacity as Custodian (but including, without limitation, its capacities
as Certificate Registrar, 17g-5 Information Provider, Paying Agent and Authenticating Agent).


 


Upon the resignation,
assignment, or transfer of the Trustee or its business to a successor, or upon the termination of the Trustee, (a) the outgoing
Trustee, at its own expense without right to reimbursement therefor, shall (A) endorse the original executed Note for each Mortgage
Loan (to the extent that the original executed Note for each Mortgage Loan was endorsed to the outgoing Trustee), without recourse,
representation or warranty, express or implied, to the order of the successor, as trustee for the registered holders of COMM 2015-LC23
Mortgage Trust Commercial Mortgage Pass-Through Certificates or in blank, and (B) in the case of the other assignable Loan
Documents (to the extent such other Loan Documents were assigned to the outgoing Trustee), assign and record such Loan Documents
to such successor, and such successor shall review the documents delivered to it or to the Custodian with respect to each Mortgage
Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has
been made; (b) if any original executed Note for a Mortgage Loan was not endorsed to the outgoing Trustee, the Custodian
shall deliver such Note to the successor trustee and the Custodian shall cooperate with any successor trustee to ensure that such
Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor trustee, as
trustee for the registered holders of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates or in blank.
If any assignable Loan Document (other than the Note) was not assigned to the outgoing Trustee or if the Trustee is removed pursuant
to Section 8.07 without cause, with respect to the Loan Documents identified in clause (B) of the preceding sentence,
the Custodian shall deliver such Loan Document to the successor trustee and, if appropriate, such Loan Documents shall be recorded
at the expense of the Trust (i) prior to the occurrence and continuance of a Control Termination Event, with the consent
of the Controlling Class Representative, (ii) after the occurrence and continuance of a Control Termination Event but prior
to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative
and the Operating Advisor and (iii) after the occurrence and continuance of a Consultation Termination Event, after consultation
with the Operating Advisor and the reasonable cooperation (as determined by the Depositor) of the Depositor.


 


Section 8.08   Successor
Trustee and Certificate Administrator. (a) Any successor trustee or certificate administrator shall execute, acknowledge and
deliver to the Depositor, the Operating Advisor, the Master Servicer, the Certificate Administrator (or in the case of a successor
certificate administrator, to the predecessor Certificate Administrator) and the Trustee, as the case may be, instruments accepting
their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator,
as applicable, shall become effective and such successor, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named
as Trustee or Certificate Administrator, as applicable, herein; provided that such successor shall satisfy the requirements
contained in Section 8.06 of this Agreement. The predecessor Trustee or Certificate Administrator, as applicable, shall deliver
to its successor all Mortgage Files and related


 






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documents
and statements held by it hereunder, and the Depositor and the predecessor Trustee or Certificate Administrator, as applicable,
shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly
vesting and confirming in the successor all such rights, powers, duties and obligations. No successor trustee or certificate administrator,
as the case may be, shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such
successor shall be eligible under the provisions of Section 8.06 of this Agreement.


 



Upon acceptance of appointment
by a successor trustee as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee
hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail
such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Depositor.


 


(b)          Any successor
trustee appointed pursuant to this Agreement shall satisfy the eligibility requirements set forth in Section 8.06 hereof.


 


Section 8.09   Merger
or Consolidation of Trustee or Certificate Administrator. Any corporation into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee or the Certificate Administrator, shall be the successor of the Trustee or
the Certificate Administrator, as the case may be, hereunder; provided that such corporation shall be eligible under the
provisions of Section 8.06 of this Agreement without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding. The Trustee or the Certificate Administrator, as
applicable, shall notify the other parties hereto of any such event, and the Certificate Administrator shall post notice of such
merger or consolidation to the Certificate Administrator’s Website in accordance with Section 3.14(d) of this Agreement
and provide notice of such event to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement).


 


Section 8.10   Appointment
of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any
legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located,
the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one
or more Persons approved by the Trustee to act (at the expense of the Trust) as co-Trustee or co-Trustees, jointly with the Trustee,
or separate Trustee or separate Trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such
capacity, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the Depositor
shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case a Servicer
Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. Except


 






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as
required by applicable law, the appointment of a co-Trustee or separate Trustee shall not relieve the Trustee of its responsibilities,
obligations and liabilities hereunder. No co-Trustee or separate Trustee hereunder shall be required to meet the terms of eligibility
as a successor Trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-Trustee(s)
or separate Trustee(s) shall be required under Section 8.08 hereof.





 


In the case of any appointment
of a co-Trustee or separate Trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate Trustee
or co-Trustee jointly (it being understood that such separate Trustee or co-Trustee is not authorized to act separately without
the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts
are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of
title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate Trustee
or co-Trustee solely at the direction of the Trustee.


 


No Trustee under this
Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement. The Depositor
and the Trustee acting jointly may at any time accept the resignation of or remove any separate Trustee or co-Trustee, or if the
separate Trustee or co-Trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of or remove
any separate Trustee or co-Trustee.


 


Any notice, request or
other writing given to the Trustee shall be deemed to have been given to each of the then separate Trustees and co-Trustees, as
effectively as if given to each of them. Every instrument appointing any separate Trustee or co-Trustee shall refer to this Agreement
and the conditions of this Article VIII. Every such instrument shall be filed with the Trustee. Each separate Trustee and
co-Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument
of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. In no event shall any such separate Trustee or co-Trustee be entitled to any provision relating
to the conduct of, affecting the liability of or affording protection to such separate Trustee or co-Trustee that imposes a standard
of conduct less stringent than that imposed by the Trustee hereunder, affording greater protection than that afforded to the Trustee
hereunder or providing a greater limit on liability than that provided to the Trustee hereunder.


 


Any separate Trustee
or co-Trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority, to the extent
not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
Trustee or co-Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies
and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor
Trustee.


 






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Article IX



TERMINATION


 


Section 9.01   Termination.
(a) The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the
Operating Advisor, the Certificate Administrator and the Trustee created hereby with respect to the Certificates (other than
the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders
as hereinafter set forth) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master
Servicer, as the case may be, required hereunder to be so paid on the Distribution Date following the earlier to occur of
(i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with
Section 9.01(c) of this Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the
Mortgage Loans in accordance with Section 9.01(g) of this Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and
disposition pursuant to this Agreement of the last asset held by the Trust Fund; provided, that in no event shall the
trust created hereby continue beyond the expiration of twenty-one years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date
hereof.


 


For purposes of this
Section 9.01, the Sole Certificateholder shall have the first option to terminate the Trust Fund, pursuant to Section 9.01(g),
and then the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer and
the Master Servicer, in that order, shall have the option to terminate the Trust Fund pursuant to subsection (c). For purposes
of this Section 9.01, the Directing Holder with the consent of the Holders of the Controlling Class, shall act on behalf of
the Holders of the Controlling Class in purchasing the assets of the Trust Fund and terminating the Trust.


 


(b)          The Trust Fund,
the Lower-Tier REMIC and the Upper-Tier REMIC shall be terminated and the assets of the Trust Fund shall be sold or otherwise disposed
of in connection therewith, only pursuant to a “plan of complete liquidation” within the meaning of Section 860F(a)(4)(A) of
the Code providing for the actions contemplated by the provisions hereof and pursuant to which the applicable Notice of Termination
is given, and requiring that the Trust Fund, the Lower-Tier REMIC and the Upper-Tier REMIC shall terminate on a Distribution Date
occurring not more than 90 days following the date of adoption of the plan of complete liquidation. For purposes of this Section 9.01(b),
the Notice of Termination given pursuant to Section 9.01(c) of this Agreement shall constitute the adoption of the plan of
complete liquidation as of the date such notice is given, which date shall be specified by the Certificate Administrator in the
final federal income tax returns of the Upper-Tier REMIC and the Lower-Tier REMIC. Notwithstanding the termination of the Lower-Tier
REMIC or the Upper-Tier REMIC or the Trust Fund, the Certificate Administrator shall be responsible for filing the final Tax Returns
for each such REMIC and for the Grantor Trust for the period ending with such termination, and shall retain books and records with
respect to such REMICs and the Grantor Trust for the same period of retention for which it maintains its own tax


 






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returns
or such other reasonable period. The Trustee shall sign all Tax Returns and other reports required by this Section.


 


(c)          The
Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder
exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer
may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given
to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date
specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans
then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at
a purchase price, payable in cash, equal to the sum of, without duplication:


 


(i)            100%
of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the last day of the month preceding such
Anticipated Termination Date (less any P&I Advances previously made on account of principal);


 


(ii)           the
fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination
Date, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days prior
to the last day of the month preceding such Distribution Date;


 


(iii)          all
unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related
Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding such Anticipated Termination
Date (less any P&I Advances previously made on account of interest); and


 


(iv)          the
aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special
Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC® License Fees
and Trust Fund expenses.


 


If the Certificateholder
owning a majority of the Percentage Interests in the Controlling Class, the Master Servicer or the Special Servicer purchases
all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust Fund in accordance
with this Section 9.01(c), the Certificateholder owning a majority of the Percentage Interests in the Controlling Class,
the Master Servicer or the Special Servicer, as applicable, shall deposit in the Lower-Tier Distribution Account not later than
the Servicer Remittance Date relating to the Anticipated Termination Date on which the final distribution on the Certificates
is to occur, an amount in immediately available funds equal to the above-described purchase price (exclusive of any portion thereof
payable to any Person other than the Certificateholders pursuant to Section 3.05(a) of this Agreement, which portion shall
be deposited in the Collection Account). In addition, the Master Servicer shall transfer to the Certificate Administrator for
deposit in the Lower-Tier Distribution Account all amounts required to be transferred thereto on the Servicer Remittance Date
from the Collection


 






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Account,
together with any other amounts on deposit in the Collection Account that would otherwise be held for future distribution. Upon
confirmation by the Master Servicer in writing that it has transferred all such amounts to the Certificate Administrator, the
Custodian shall release or cause to be released to the Certificateholder owning a majority of the Percentage Interests in the
Controlling Class, the Master Servicer or the Special Servicer, as applicable, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished to it by such purchasing party as shall be necessary
to effectuate transfer of the Mortgage Loans and all property acquired in respect of any Mortgage Loan remaining in the Trust
Fund, and the Trust Fund shall be liquidated in accordance with this Article IX.





 


For purposes of this
Section 9.01, the Directing Holder with the consent of the Holders of the Controlling Class, shall act on behalf of the Holders
of the Controlling Class in purchasing the assets of the Trust Fund and terminating the Trust.


 


As a condition to the
purchase of the assets of the Trust Fund pursuant to this Section 9.01(c), the purchaser shall deliver to the Trustee and
the Certificate Administrator an Opinion of Counsel, which shall be at the expense of such purchaser, stating that such termination
will be a “qualified liquidation” under Section 860F(a)(4)(A) of the Code. All costs and expenses incurred
by any and all parties to this Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party exercising its purchase rights hereunder. The
Trustee and the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser
pursuant to this subsection (c).


 


(d)          If the Trust Fund
has not been previously terminated pursuant to subsection (c) of this Section 9.01, the Certificate Administrator
shall determine as soon as practicable the Distribution Date on which the Certificate Administrator reasonably anticipates, based
on information with respect to the Mortgage Loans previously provided to it, that the final distribution will be made to the Holders
of outstanding Regular Certificates, notwithstanding that such distribution may be insufficient to distribute in full the Certificate
Balance of each Class of Certificates, together with amounts required to be distributed on such Distribution Date pursuant to Section 4.01(b)
of this Agreement; provided, that, if no such Classes of Certificates are then outstanding, the final distribution shall
be made (i) to the Holders of the Class LR Certificates of any amount remaining in the Collection Accounts or the Lower-Tier
Distribution Account, and (ii) to the Holders of the Class R Certificates of any amount remaining in the Upper-Tier Distribution
Account.


 






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(e)          Notice of any
termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator to Certificateholders
(with a copy to the Trustee, the Master Servicer, the Special Servicer, the Mortgage Loan Sellers, the Operating Advisor, the related
Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5
Information Provider’s Website pursuant to Section 3.14(d) of this Agreement)), at their addresses shown in the Certificate
Registrar not more than 30 days, and not less than ten days, prior to the Anticipated Termination Date. The notice mailed
by the Certificate Administrator to Certificateholders shall:


 


(i)            specify
the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates of the Classes
specified therein;


 


(ii)           specify
the amount of any such final distribution, if known; and


 


(iii)          state
that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the office
of the Paying Agent therein specified.


 


If the Trust Fund is not terminated on
any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof to each Certificateholder. 





 


(f)          Any funds not
distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate.
If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01 shall not have
been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall
mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination
as Certificate Administrator hereunder and the transfer of such amounts to a successor certificate administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with this Section 9.01. Any amounts remaining in the Class V Distribution Account
representing Excess Interest shall be distributed to the Holders of the Class V Certificates.


 






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(g)          Following
the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount, the Class X-B Notional Amount
and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates
is reduced to zero, the Sole Certificateholder shall have the right to exchange all of the then-outstanding Certificates
(other than (i) the Class X-D, Class X-E and Class X-F Certificates if the Sole Certificateholder has only taken an
assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates pursuant to the definition of
“Sole Certificateholder” and (ii) other than the Class V, Class R and Class LR Certificates) for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) by giving written notice to all the parties hereto no later than 60 days prior to the anticipated
date of exchange; provided that such Sole Certificateholder pays to the Certificate Administrator as additional
compensation an amount equal to one day of interest calculated at the Prime Rate on the aggregate Certificate Balance of the
Sequential Pay Certificates as of the first day of the current calendar month and such Sole Certificateholder pays to the
Master Servicer as additional compensation an amount equal to (i) the product of (a) the Prime Rate, (b) the aggregate
Certificate Balance of the then outstanding Certificates (other than any Class of Class X Certificates, the Class V
Certificates, the Class R Certificates and the Class LR Certificates) as of the date of the exchange and (c) three,
divided by (ii) 360, for the Mortgage Loans and any REO Properties remaining in the Trust Fund and such payments shall be
treated as made by the Sole Certificateholder directly to the Certificate Administrator and the Master Servicer and
not through or by either of the Trust REMICs; provided, further, that if the Holders of the Class X-D, Class
X-E and Class X-F Certificates have assigned their Voting Rights to the “Sole Certificateholder”, then the Sole
Certificateholder may exchange the Class F, Class G, Class H and Class J Certificates for all of the Mortgage Loans and
each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a), and the
Holders of the Class X-D Certificates shall be entitled to exchange those Certificates for consideration in an amount to be
agreed by the Sole Certificateholder and the Holders of the Class X-D, Class X-E and Class X-F Certificates (the
“Class X Payoff Amount”); provided, that the Class X Payoff Amount shall consist solely
of cash or other assets otherwise payable or deliverable by the Trust to the Sole Certificateholder and to no other Person.
If the Sole Certificateholder elects to exchange all of the then-outstanding Certificates (other than (i) the Class X-D,
Class X-E and Class X-F Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the
Class X-D, Class X-E and Class X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii)
other than the Class V, Class R and Class LR Certificates) for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund in accordance with the preceding sentence, such Sole Certificateholder, not later than the
Distribution Date on which the final distribution on the Certificates is to occur, shall deposit in the Collection Account an
amount in immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Trustee hereunder through the date of the
liquidation of the Trust Fund that may be withdrawn from the Collection Account, or an escrow account acceptable to the
respective parties hereto, pursuant to Section 3.06(a) of this Agreement or that may be withdrawn from the Distribution
Accounts pursuant to Section 3.06(f) and Section 3.06(h) of this Agreement, but only to the extent that such
amounts are not already on deposit in the Collection Account. In addition, the Master Servicer


 






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shall
transfer all amounts required to be transferred to the Certificate Administrator for deposit in the Lower-Tier Distribution Account
on such Servicer Remittance Date from the Collection Account pursuant to Section 3.05 of this Agreement. Upon confirmation
from the Certificate Administrator that such final deposits have been made and following the surrender of all the then-outstanding
Certificates (other than (i) the Class X-D, Class X-E and Class X-F Certificates if the Sole Certificateholder has only taken
an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) other than the Class V, Class R and Class LR Certificates) on the final Distribution
Date to the Certificate Administrator, the Custodian shall (i) upon receipt of a Request for Release from the Master Servicer,
release to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute
all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate
transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund and (ii) if the Sole Certificateholder has only
taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class X-F Certificates pursuant to the definition of
“Sole Certificateholder”, upon receipt of the Class X-D, Class X-E and Class X-F Certificates, release the Class X
Payoff Amount to the Holders of the Class X-D, Class X-E and Class X-F Certificates, and the Trust Fund shall be liquidated in
accordance with this Article IX; provided, that the release of the Class X Payoff Amount to the Holders of the
Class X-D, Class X-E and Class X-F Certificates shall be deemed to be delivery of the Class X Payoff Amount by the Trust
to the Sole Certificateholder and by the Sole Certificateholder to the Holders of the Class X-D, Class X-E and Class X-F Certificates.
The remaining Mortgage Loans and REO Properties are deemed distributed to the Sole Certificateholder in liquidation of the Trust
Fund pursuant to this Article IX. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have
purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of its Certificates (other
than the Class V, Class R and Class LR Certificates), plus accrued, unpaid interest with respect thereto, and the
Certificate Administrator shall credit such amounts against amounts distributable in respect of the Lower-Tier Regular Interests
and such Certificates.


 


(h)          The duties of
the Operating Advisor under this Agreement shall terminate, without cost or expense to the Operating Advisor, upon termination
of the Trust Fund.


 


Article X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 10.01   Intent
of the Parties; Reasonableness. Except with respect to Section 10.08, Section 10.11, Section 10.13,
Section 10.14, Section 10.15, Section 10.16 and Section 10.17, the parties hereto acknowledge and agree
that the purpose of this Article X is to facilitate compliance by the Depositor (and any Other Depositor of any Other
Securitization that includes a Serviced Companion Loan) with the provisions of Regulation AB and related rules and
regulations of the Commission. None of the Depositor, the Certificate Administrator or the Trustee shall exercise its rights
to request delivery of information or other performance under these provisions other than in reasonable good faith, or for
purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each


 






    	-419-



    	 



    

 


case,
the rules and regulations of the Commission thereunder. The parties to this Agreement acknowledge that interpretations of the
requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree
to comply, subject to Section 10.02, with reasonable requests made by the Depositor (or any Other Depositor or Other Trustee
of any Other Securitization that includes a Serviced Companion Loan), the Certificate Administrator or the Trustee in reasonable
good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB (to
the extent such interpretations require compliance and are not “grandfathered” and do not mandate compliance). In
connection with the COMM 2015-LC23 Commercial Mortgage Pass-Through Certificates
and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, subject to the preceding sentence,
each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, the Trustee and
any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver
or make available to the Depositor, the Certificate Administrator, the Trustee and any such Other Depositor or Other Trustee,
as applicable (including any of their assignees or designees), any and all information in its possession and necessary in the
reasonable good faith determination of the Depositor, the Certificate Administrator, the Trustee or such Other Depositor or Other
Trustee, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation
AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee, as applicable, and any Servicing Function Participant, or the Servicing of the Mortgage Loans (other
than a Non-Serviced Mortgage Loan) (or, if applicable, the related Serviced Companion Loan), reasonably believed by the Depositor,
the Certificate Administrator, the Trustee or the related Other Depositor or the related Other Trustee, as applicable, in good
faith to be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time
to comply with any written request made under this Section 10.01, but in any event, shall, upon reasonable advance written
request, provide information in sufficient time to allow the Depositor, the Certificate Administrator or the Trustee, as applicable,
to satisfy any related filing requirements.


 


For purposes of this
Article X, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to
perform, such party hereunder shall not be required to bring any legal action against such third party in connection with such
obligation.


 


Section 10.02  Notification
Requirements and Deliveries in Connection with securitization of a Serviced Companion Loan. (a) Any other provision of this
Article X to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth in this Article X,
in connection with the requirements contained in this Article X that provide for the delivery of information and other items
to, and the cooperation with, the Other Depositor and Other Trustee of any Other Securitization that includes a Companion Loan
and is subject to Regulation AB, no party hereunder shall be obligated to provide any such items to or cooperate with such Other
Depositor or Other Trustee until the Other Depositor or Other Trustee of such Other Securitization has provided each party hereto
with not less than 10 Business Days’ (or such shorter period as required for such Other Depositor or Other Trustee to comply
with related filing obligations, provided that (i) such Other Depositor or Other


 






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Trustee,
as applicable, has provided written notice as soon as reasonably practicable and, concurrently with such written notice, obtained
verbal confirmation of receipt of such written notice, in each case, in accordance with Section 11.05 of this Agreement and (ii)
such period shall not be less than 3 Business Days’) written notice (which shall only be required to be delivered once)
(i) stating that such Other Securitization is subject to Regulation AB and that the Other Securitization is subject to Exchange
Act reporting, and (ii) specifying in reasonable detail the information and other items requested to be delivered (insofar
as such information or other items are not expressly identified herein); provided, that if Exchange Act reporting is being
requested, such Other Depositor or Other Trustee is only required to provide a single written notice to such effect. Any reasonable
cost and expense of the Master Servicer, Special Servicer, Operating Advisor, Trustee and Certificate Administrator in cooperating
with such Other Depositor or Other Trustee of such Other Securitization (above and beyond their expressed duties hereunder) shall
be the responsibility of such Other Depositor or Other Securitization. The parties hereto shall have the right to request written
confirmation from the Other Depositor or Other Trustee of such Other Securitization as to whether Regulation AB or the Exchange
Act requires the delivery of the items identified in this Article X to such Other Depositor and Other Trustee of such Other
Securitization prior to providing any of the reports or other information required to be delivered under this Article X in
connection therewith and if any such party makes such a request, then (i) upon such requesting party’s receipt of such
written confirmation, such requesting party shall comply with the deadlines for delivery set forth in this Article X with
respect to such Other Securitization and (ii) until such requesting party’s receipt of such written confirmation, such
party shall not be required to deliver such items. The parties hereunder shall also have the right to require that such Other
Depositor provide them with the contact details of such Other Depositor, Other Trustee and any other parties to the Other Pooling
and Servicing Agreement relating to such Other Securitization.


 





(b)          Each of the Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written request given
in accordance with the terms of Section 10.02(a) above, and subject to a right of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, as the case may be, to review and approve such disclosure materials, permit a holder
of a related Serviced Companion Loan to use such party’s description contained in the Prospectus (updated as appropriate
by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable) for inclusion in the
disclosure materials relating to any securitization of a Serviced Companion Loan.


 


(c)          The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given in accordance
with the terms of Section 10.02(a) above, shall each timely provide (to the extent the out-of-pocket cost thereof is paid
or caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect to any Other Securitization
that includes a Serviced Companion Loan such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect
to the updated description referred in Section 10.02(b) with respect to such party, substantially identical to those,
if any, delivered by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be,
or their respective counsel, in connection with the information concerning such party in the Prospectus and/or any other disclosure
materials relating to this Trust (updated as deemed appropriate by the Master Servicer, the


 






    	-421-



    	 



    

 


Special
Servicer, the Certificate Administrator or the Trustee, or their respective legal counsel, as the case may be). Neither the Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be obligated to deliver any such item with
respect to the securitization of a Serviced Companion Loan if it did not deliver a corresponding item with respect to this Trust.


 


(d)          Each of the Master
Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given in accordance
with the terms of Section 10.02(a) above, shall provide (to the extent the out-of-pocket cost thereof is paid or caused to be paid
by the applicable party set forth below in this Section 10.02(d)) to the Other Depositor and the Other Trustee under the Other
Pooling and Servicing Agreement related to any Other Securitization the following: (i) any information (including, but not limited
to, disclosure information) required for such Other Securitization to comply in a timely manner with applicable filing requirements
under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with
respect to such information that are substantially similar to those delivered by the Master Servicer, the Special Servicer, the
Certificate Administrator or the Trustee, as the case may be, or their respective counsel, in connection with the information concerning
such party in the Prospectus and/or any other disclosure materials relating to this Trust.


 


In the case of a
Form 8-K that is filed by or on behalf of an Other Securitization in connection with the closing of this COMM 2015-LC23
Mortgage Trust securitization transaction, the out-of-pocket cost of the information, opinion(s) of counsel, certifications
and indemnification agreement(s) provided by or on behalf of the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, pursuant to this Section 10.02(d) shall be paid or caused to be paid
(pursuant to a payment arrangement reasonably acceptable to the delivering party and the receiving party and agreed to as a
condition precedent to delivery of such items) by the applicable mortgage loan seller that transferred the related Serviced
Companion Loan to the related Other Depositor for inclusion in such Other Securitization.


 


In the case of a Form
8-K that is filed by or on behalf of an Other Securitization as a result of the termination, removal, resignation or any other
replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the
out-of-pocket cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on
behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant
to this Section 10.02(d) shall be paid or caused to be paid by the same party or parties required to pay the costs and expenses
relating to such termination, removal, resignation or other replacement pursuant to this Agreement.


 


Section 10.03   Information
to be Provided by the Master Servicer and the Special Servicer. (a) For so long as the Trust is subject to the reporting
requirements of the Exchange Act and for so long as any Other Securitization that includes a Serviced Companion Loan is subject
to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 10.09) in connection
with the succession to the Master Servicer, Special Servicer or any Servicing Function Participant (if such Servicing Function


 






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Participant is a servicer as contemplated
by Item 1108(a)(2) of Regulation AB) as servicer or Sub-Servicer under or as contemplated by this Agreement or any related Other
Pooling and Servicing Agreement by any Person (i) into which the Master Servicer, Special Servicer or such Servicing Function
Participant may be merged or consolidated, (ii) which may be appointed as a sub-servicer (other than the appointment of a Mortgage
Loan Seller Sub-Servicer) by a Master Servicer or Special Servicer, or (iii) that is appointed as a successor Master Servicer
or successor Special Servicer pursuant to Section 3.22 or Section 7.02, the Master Servicer, the Special Servicer or any Servicing
Function Participant (with respect to the foregoing clauses (i) and (ii)) or the successor Master Servicer or the successor Special
Servicer (with respect to the foregoing clause (iii)) shall, as a condition to such succession and at the reasonable expense of
the same party or parties required to pay the costs and expenses relating to such succession pursuant to this Agreement, provide
to the Depositor and to any Other Depositor related to any Other Securitization that includes a Serviced Companion Loan, at least
5 Business Days (other than a succession or appointment pursuant to Section 7.01(b) for which notice shall be delivered as soon
as reasonably practicable) prior to the effective date of such succession or appointment as long as such disclosure prior to such
effective date would not be violative of any applicable law or confidentiality agreement, otherwise no later than the second Business
Day after such effective date, but in no event later than the time required pursuant to Section 10.09, (x) written notice to the
Trustee, the Certificate Administrator and the Depositor (and any Other Trustee and Other Depositor related to any Other Securitization
that includes a Serviced Companion Loan) of such succession or appointment, (y) in writing and in form and substance reasonably
satisfactory to the Trustee, the Certificate Administrator and the Depositor (or any Other Trustee or Other Depositor of any Other
Securitization that includes a Serviced Companion Loan), all information relating to such successor reasonably requested by the
Depositor (or such Other Depositor) so that it may comply with its reporting obligation under Items 1.01 and 6.02 of Form 8-K
with respect to any Class of Certificates or Serviced Companion Loan Securities and (z) such opinion(s) of counsel, certifications
and/or indemnification agreement(s) with respect to such information that are substantially similar to those delivered by the
Master Servicer or the Special Servicer, as the case may be, or their respective counsel, in connection with the information concerning
such party in the Prospectus and/or any other disclosure materials relating to this Trust. 







 


Section 10.04   Information
to be Provided by the Trustee. (a) For so long as the Trust or Other Securitization is subject to the reporting requirements
of the Exchange Act, (in addition to any requirements contained in Section 10.09) in connection with the succession to the
Trustee as Trustee or appointment of a co-Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, (ii) which may be appointed as a co-Trustee or separate Trustee pursuant to Section 8.10, or (iii) that
is appointed as a successor Trustee pursuant Section 8.08, the Trustee (with respect to the foregoing clauses (i) and (ii))
or the successor Trustee (with respect to the foregoing clause (iii)) shall, as a condition to such succession and at the
reasonable expense of the same party or parties required to pay the costs and expenses relating to such succession pursuant to
this Agreement, provide to the Depositor and to the Other Depositor related to any Other Securitization that includes a Serviced
Companion Loan, at least 5 calendar days prior to the effective date of such succession or appointment as long as such disclosure
prior to such effective date would not be violative of any applicable law or confidentiality agreement, otherwise immediately
following such effective date, but in no event later than the time required pursuant to


 






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Section 10.09,
(x) written notice to the Depositor, and to the Other Depositor related to any Other Securitization that includes a Serviced
Companion Loan, of such succession or appointment, (y) in writing and in form and substance reasonably satisfactory to the
Depositor, and to the Other Depositor related to any Other Securitization that includes a Serviced Companion Loan, all information
reasonably requested by the Depositor, or such Other Depositor, so that it may comply with its reporting obligation under Items
1.01 and 6.02 of Form 8-K with respect to any Class of Certificates or Serviced Companion Loan Securities and (z) such opinion(s)
of counsel, certifications and/or indemnification agreement(s) with respect to such information that are substantially similar
to those delivered by the Trustee or their respective counsel, in connection with the information concerning such party in the
Prospectus and/or any other disclosure materials relating to this Trust.


 


Section 10.05   Filing
Obligations. (a) Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and
the Trustee shall, and each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee, as applicable, shall use commercially reasonable efforts to cause each Servicing Function Participant (other
than (x) any party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing
relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) to, reasonably cooperate with the Certificate
Administrator and the Depositor (and any Other Trustee or Other Depositor related to any Other Securitization that includes a
Serviced Companion Loan) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s
or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements
under the Exchange Act.


 


(b)          [Reserved]. 





 


(c)          With respect to
any Mortgaged Property that secures a Serviced Companion Loan that the Other Depositor has notified the Master Servicer in writing
is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
(and the related distribution date) that includes such Serviced Companion Loan, solely to the extent that the Master Servicer is
in receipt of the updated financial statements of such “significant obligor” for any calendar quarter (other than the
fourth calendar quarter of any calendar year), beginning with the first calendar quarter following receipt of such notice from
the Other Depositor, or the updated financial statements of such “significant obligor” for any calendar year, beginning
for the calendar year following such notice from the Other Depositor, as applicable, the Master Servicer shall deliver to the Other
Depositor and Other Trustee, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor
NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as
applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor
NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, such financial statements of such “significant obligor”, together with the net operating income
of such “significant obligor” for the applicable period as calculated by the Master Servicer in accordance with CREFC®
guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less


 






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than
seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial
statements of such “significant obligor”, together with the net operating income of such “significant obligor”
for the applicable period as reported by the related Mortgagor in such financial statement.


 


If the Master Servicer
does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the
case may be, of such “significant obligor” within ten Business Days after the date such financial information is required
to be delivered under the related Loan Documents, the Master Servicer shall notify the Other Depositor with respect to such Other
Securitization that includes the related Serviced Companion Loan (or the Master Servicer shall cause a Sub-Servicer to notify such
Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking
into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic
financial statements of the related Borrower under the related Loan Documents.


 


The Master Servicer
shall (or shall cause a Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to
contact the borrower related to such “significant obligor” to obtain the required financial information and is unsuccessful
and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed
by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to
the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should
be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing
Agreement. 





 


Section 10.06   Form
10-D Filings. Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act and the rules and regulations
of the Commission thereunder, in form and substance as required by the Exchange Act and such rules and regulations. A duly authorized
representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file
each Form 10-D with a copy of the related Distribution Date Statement attached thereto; provided that the Certificate Administrator
shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity
of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form
10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the paragraph immediately below, be reported by
the parties set forth on Schedule IV and directed to the Certificate Administrator and the Depositor for approval by the
Depositor. The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-D Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on
Schedule IV) absent such reporting, direction and approval after the date hereof. The Certificate Administrator shall include
in any Form 10-D filed by it, without limitation, to the extent such information is provided to the Certificate Administrator
by the Depositor for inclusion therein, (i) the information required by Rule 15Ga-1(a) under the Exchange Act concerning
all assets of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties
and (ii) a


 






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reference
to the most recent Form ABS-15G filed by the Depositor and each Seller, if applicable, and the Commission assigned “Central
Index Key” number for each such filer. The Certificate Administrator and the Depositor shall be entitled together to determine
the manner of the presentation of such information (including the dates as of which such information is presented) in accordance
with applicable laws and regulations.


 


For so long as the
Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes
a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act, within five calendar days after the
related Distribution Date, (i) the parties listed on Schedule IV hereto shall be required to provide to the
Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant with a copy to the Master
Servicer) (and to any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Companion
Loan), to the extent a Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledge (other than
Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible
Officer, as the case may be or any lawyer in the in house legal department of such party), in EDGAR Compatible Format, or in
such other format as otherwise agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee and
Other Depositor) and such party, the form and substance of the Additional Form 10-D Disclosure described on Schedule
IV applicable to such party, (ii) the parties listed on Schedule IV hereto shall include with such Additional
Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Z and
(iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to
the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it
has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day
after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-D Disclosure on Form 10-D; provided that if the Certificate Administrator does not
receive a response from the Depositor by such time the Depositor will be deemed to have consented to the inclusion of such
Additional Form 10-D Disclosure. Other than to the extent provided for in clause (iii) above, the Certificate
Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule
IV of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D
Disclosure information. The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the
Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
paragraph.


 


After preparing the
Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and
approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor
by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date,
the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to
or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of
the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed
hard copy to follow by


 






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overnight
mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided
in Section 10.16, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related
Distribution Date or (ii) if agreed to prior to the time set forth in clause (i) above, such other time as the Depositor
and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D
cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator shall follow the
procedures set forth in Section 10.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant
to Section 4.02(b), make available on the Certificate Administrator’s website a final executed copy of each Form 10-D
prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 10.06 related to the timely preparation and filing of Form 10-D is contingent
upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance
of their duties under this Section 10.06. The Certificate Administrator shall have no liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare or file such Form 10-D where such failure results from
the Certificate Administrator’s inability or failure to receive on a timely basis any information from any other party hereto
needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.


 


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the
past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all
such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past
90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after
the related Distribution Date during any year in which the Trust is required to file a Form 10-D if the answer to the
questions should be “no”; provided that if the failure of the Depositor to have filed such required
reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be
deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and
filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in
connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate
Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in
which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator
shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-D.


 


Section 10.07   Form
10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by
the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends
on December 31st of each year), commencing with fiscal year 2015, the Certificate Administrator shall prepare and file on
behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the
following items, in each case to the


 






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extent
they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement:


 


(i)            an
annual compliance statement for each applicable Certifying Servicer, as described under Section 10.11;


 


(ii)           (A) the
annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 10.12,
and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 10.12
identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s
report on assessment of compliance with servicing criteria described under Section 10.12 is not included as an exhibit to
such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included;


 


(iii)          (A) the
registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.13, and (B) if
any registered public accounting firm attestation report described under Section 10.13 identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why
such report is not included; and


 


(iv)          a
Sarbanes-Oxley Certification as described in Section 10.08.


 


Any disclosure or
information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form
10-K Disclosure”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Schedule
V hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee related to any
Other Securitization that includes a Serviced Companion Loan) and approved by the Depositor (and such Other Depositor), and
the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine
or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it
as set forth on Schedule V) absent such reporting and approval.


 


Not later than 10 Business
Days after the end of each fiscal year for which the Trust (or any Other Securitization that includes a Serviced Companion Loan)
is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (and the parties to any Other Pooling
and Servicing Agreement with respect to any Other Securitization that includes such Serviced Companion Loan) with written notice
of the name and address of each Servicing Function Participant retained by such party. Not later than the end of each year for
which the Trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each Mortgage
Loan Seller, Other Depositor and Other Trustee written notice of any change in the identity of any party to this Agreement, including
the name and address of any new party to this Agreement and (ii) the Master Servicer or the Special Servicer, as applicable,
shall provide to each related Mortgage


 






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Loan
Seller written notice of any change in the identity of any Sub-Servicer that is a Servicing Function Participant or an Additional
Servicer engaged by the Master Servicer or the Special Servicer, as applicable, including the name and address of any new Sub-Servicer
that is a Servicing Function Participant or an Additional Servicer.


 


With respect to any Other
Securitization that includes a Serviced Companion Loan, not later than the end of each year for which the Other Securitization
trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan
seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including
the name and address of any new party to this Agreement and (ii) the Master Servicer or the Special Servicer, as applicable,
shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer that is a Servicing
Function Participant or an Additional Servicer engaged by the Master Servicer or the Special Servicer for the servicing of such
Serviced Loan Combination, as applicable, including the name and address of any new Sub-Servicer that is a Servicing Function Participant
or an Additional Servicer.


 


For so long as the
Trust (or any Other Securitization that includes a Serviced Companion Loan) is subject to the reporting requirements of the
Exchange Act, by March 10th (with a grace period through March 15th), commencing in March 2016 (i) the
parties listed on Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor
(and in the case of any Servicing Function Participant with a copy to the Master Servicer) (and to any Other Depositor or
Other Trustee related to any Other Securitization that includes a Serviced Companion Loan), to the extent a Servicing Officer
or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Items 1117 and 1119 of
Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or any lawyer in the in
house legal department of such party), in EDGAR Compatible Format (to the extent available to such party in such format), or
in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee and
Other Depositor) and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule V
applicable to such party, (ii) include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification
in the form attached hereto as Exhibit Z and (iii) the Certificate Administrator shall, at any time prior to
filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is
notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from
the applicable party. No later than March 15th, the Depositor will approve, as to form and substance, or disapprove, as
the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate
Administrator does not receive a response from the Depositor by such time the Depositor will be deemed to have consented to
the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (iii) above, the
Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule
V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K
Disclosure information. The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the
Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
paragraph.


 






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After preparing the Form
10-K, on or prior to the 6th Business Day prior to the 10-K Filing Deadline, the Certificate Administrator shall forward electronically
a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no
later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approved of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior
to the 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return
an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 10.16,
not later than (i) 5:30 p.m. (New York City time) on the 10-K Filing Deadline or (ii) such other time as the Depositor
and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in
which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed
Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.10(b). After
filing with the Commission, the Certificate Administrator shall, pursuant to Section 4.02(b), make available on its internet
website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.07 related to the timely
preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant)
observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator
shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s
inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form
10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct.


 


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the
past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all
such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past
90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of
March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be
“no”; provided that if the failure of the Depositor to have filed such required reports arises in
connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have
notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the
Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with
the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such
notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further
notice from the Depositor shall be required during such specified period. The


 






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Certificate
Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.


 


Section 10.08   Sarbanes-Oxley
Certification. Each Form 10-K shall include a certification (the “Sarbanes-Oxley Certification”), as set
forth in Exhibit Y attached hereto, required to be included therewith pursuant to the Sarbanes-Oxley Act. Each Reporting
Servicer shall, and each Reporting Servicer shall use commercially reasonable efforts to cause each Servicing Function Participant
(other than (x) any party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer) with which it has entered into
a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan), to provide to the Person
who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a Serviced Companion Loan (the
“Certifying Person”), by March 10th (with a grace period through March 15th) of each year in which
the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization that
includes a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance
Certification”), in the form attached hereto as Exhibit O, Exhibit P, Exhibit Q,
Exhibit R, Exhibit S, Exhibit AA or Exhibit BB, as applicable, upon which the
Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors
and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The
senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying
Person at the Depositor can be contacted at Deutsche Mortgage & Asset Receiving Corporation at 60 Wall Street, New York,
New York 10005, Attention: Lainie Kaye, with a copy to Salvatore Palazzolo, Esq. If any Reporting Servicer is terminated or resigns
pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement, such Reporting Servicer shall provide a Performance
Certification to the Certifying Person pursuant to this Section 10.08 with respect to the period of time it was subject to
this Agreement or the applicable Sub-Servicing Agreement. Notwithstanding the foregoing, the Trustee shall not be required to
deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable
to it. 


 





Notwithstanding the foregoing,
nothing in this Section 10.08 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness
of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any
other third party retained by it that is not a Sub-Servicer listed on Exhibit T or a Sub-Servicer appointed pursuant
to Section 3.01(c)), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance
with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports,
to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer
have been completed except as they have been left blank on their face.


 


Each Performance Certification
shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement
provided pursuant to Section 10.11, (ii) annual report on assessment of compliance with servicing criteria provided pursuant
to Section 10.12 and (iii) registered public accounting firm attestation report provided pursuant to Section 10.13.


 






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For so long as the Trust
is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under an Other
Pooling and Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure a Sarbanes-Oxley
back-up certification from the Non-Serviced Mortgage Loan Service Providers, in form and substance similar to a Performance Certification
or to the form, if any, provided in the Other Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the
Certificate Administrator and the Depositor any such Sarbanes-Oxley back-up certification received by the Master Servicer.


 


Section 10.09  Form
8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure (the “8-K Filing
Deadline”) under Form 8-K (each a “Reportable Event”), to the extent it receives the Form 8-K Disclosure
Information described below, the Certificate Administrator shall, at the direction of the Depositor, prepare and file on behalf
of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K
in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the paragraph immediately
below, be reported by the parties set forth on Schedule VI to which such Reportable Event relates and such Form 8-K Disclosure
Information shall be delivered to the Depositor and the Certificate Administrator (and to any Other Depositor and Other Trustee
related to any Other Securitization that includes a Serviced Companion Loan) in EDGAR Compatible Format and approved by the Depositor.
The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure
Information (other than such Form 8-K Disclosure Information which is to be reported by it as set forth on Schedule VI)
absent such reporting and approval.


 


For so long as the
Trust (or any Other Securitization that includes a Serviced Companion Loan) is subject to the reporting requirements of the
Exchange Act, the parties listed on Schedule VI hereto shall, to the extent a Servicing Officer or a Responsible
Officer, as the case may be, thereof has actual knowledge, use their commercially reasonable efforts to provide to the
Depositor and the Certificate Administrator (and to any Other Depositor and Other Trustee related to any Other Securitization
that includes a Serviced Companion Loan) within 1 Business Day after the occurrence of the Reportable Event, but shall
provide in no event later than the end of business (New York City time) on the 2nd Business Day after the occurrence of the
Reportable Event, the form and substance of the Form 8-K Disclosure Information described on Schedule VI as applicable
to such party, in EDGAR Compatible Format, or in such other format as otherwise agreed to in advance by the Certificate
Administrator and the Depositor (and such Other Trustee and Other Depositor) and such party and accompanied by an Additional
Disclosure Notification in the form attached hereto as Exhibit Z. The Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K by the end of
business on the 2nd Business Day after the Reportable Event; provided that if the Certificate Administrator does not
receive a response from the Depositor by such time as required under this Agreement the Depositor will be deemed to have
consented to such Form 8-K Disclosure Information. The Certificate Administrator has no duty under this Agreement to monitor
or enforce the performance by the parties listed on Schedule VI of their duties under this


 






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paragraph
or proactively solicit or procure from such parties any Form 8-K Disclosure Information; provided that to the extent that
the Certificate Administrator is notified of such Reportable Event and it does not receive the necessary Form 8–K Disclosure
Information, it shall notify the Depositor that it has not received such information and, provided, further, that
the limitation on liability provided by this sentence shall not be applicable if the Reportable Event relates to the Certificate
Administrator or any party that the Certificate Administrator has engaged to perform its obligations under this Agreement. The
Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.


 


After preparing
the Form 8-K, the Certificate Administrator shall, no later than the end of the Business Day (New York City time) on the 3rd
Business Day after the Reportable Event, forward electronically a copy of the Form 8-K to the Depositor for review and
approval and the Depositor shall promptly notify the Certificate Administrator in writing (which may be furnished
electronically) of any changes to the Form 8-K. No later than noon on the 4th Business Day (New York City time) after the
Reportable Event, a duly authorized representative of the Depositor shall sign the Form 8-K and return an electronic or fax
copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. The Certificate Administrator shall file such Form 8-K, upon signature thereof as provided in
Section 10.16, not later than (i) 5:30 p.m. (New York City time) on the 4th Business Day following the
reportable event or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted
by the Commission for the filing such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs
to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.10(b). After filing with
the Commission, the Certificate Administrator will, pursuant to Section 4.02(b), make available on its internet website
a final executed copy of each Form 8-K prepared and filed by the Certificate Administrator. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.09 related to the
timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the
performance of their duties under this Section 10.09. The Certificate Administrator shall have no liability for any
loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or
timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to
receive approved Form 8-K Disclosure Information within the applicable timeframes set forth in this Section 10.09 and
not resulting from the Certificate Administrator’s own negligence, bad faith or willful misconduct (provided that to
the extent that the Certificate Administrator is notified of such Reportable Event and it does not receive the necessary Form
8–K Disclosure Information, it will notify the Depositor that it has not received such information and further provided
that the limitation on liability provided by this sentence shall not be applicable if the Reportable Event relates to the
Certificate Administrator or any party that the Certificate Administrator has engaged to perform its obligations under this
Agreement).


 


Section 10.10  Suspension
of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports. (a) If at any time the Trust
is permitted to suspend its reporting obligations under the Exchange Act, on or before January 30 of the first


 






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year
in which the Certificate Administrator is able to do so under applicable law, the Depositor shall direct the Certificate Administrator
to prepare and file any form necessary to be filed with the Commission to suspend such reporting obligations. With respect to
any reporting period occurring after the filing of such form, except with respect to the Other Securitization, the obligations
of the parties to this Agreement under Section 10.01, Section 10.03, Section 10.06, Section 10.07, Section 10.08
and Section 10.09 shall be suspended. The Certificate Administrator shall provide prompt notice to the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Mortgage Loan Sellers that such form has been filed.


 


(b)          If
the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, Form 10-D
or Form 10-K required to be filed by this Agreement because required disclosure information either was not delivered to it or
was delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Certificate Administrator
shall promptly notify (which notice (which may be sent by fax or by email notwithstanding the provisions of Section 11.04)
shall include the identity of those Reporting Servicers who either did not deliver such information or delivered such information
to it after the delivery deadlines set forth in this Agreement) the Depositor and each Reporting Servicer that failed to make
such delivery. In the case of Form 10-D and Form 10-K, each such Reporting Servicer shall cooperate with the Depositor and the
Certificate Administrator to prepare and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25
of the Exchange Act. In the case of Form 8-K, the Certificate Administrator shall, upon receipt of all required Form 8-K Disclosure
Information and upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D that
is required to be filed on behalf of the Trust. In the event that any previously filed Form 8-K, Form 10-D or Form 10-K needs
to be amended, the Certificate Administrator shall notify the Depositor and such other parties as needed and such parties shall
cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any Reporting Servicer receives notice
from the applicable parties to the Other Securitization that any previously filed Form 8-K, Form 10-D or Form 10-K needs to be
amended, such party shall cooperate in preparation of any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 12b-25 or
any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by the Depositor. The parties to this agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 10.10 related to the timely preparation
and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon the Master Servicer, the Special Servicer
and the Depositor performing their duties under this Section. The Certificate Administrator shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25
or any amendments to Forms 8-K, Form 10-D or Form 10-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for
execution or file such Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


Section 10.11  Annual
Compliance Statements. (a) The Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator, any Additional
Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated


  






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by
Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall, and the
Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator shall use commercially reasonable efforts
to cause each Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer
contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (other than (x) any party to this Agreement
or (y) a Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage
Loans (other than a Non-Serviced Mortgage Loan), to deliver to the Trustee, the Depositor, the Certificate Administrator, the
Operating Advisor (in the case of the Special Servicer only), the Other Trustee, the Other Depositor and the 17g-5 Information
Provider (who shall promptly post such report to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement) on or before March 10th (subject to a grace period through March 15th) of each year, commencing in
2016, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s
activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this
Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has
been made under such officer’s supervision and (B) that, to the best of such officer’s knowledge, based on such
review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement
or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion
thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure
known to such officer and the nature and status thereof.


 


(b)          With respect to
any Non-Serviced Mortgage Loan serviced under an Other Pooling and Servicing Agreement, the Master Servicer shall use commercially
reasonable efforts to procure an Officer’s Certificate as described in this Section from the Non-Serviced Mortgage Loan
Service Providers in form and substance similar to the Officer’s Certificate described in this Section.


 


(c)          Promptly
after receipt of each such Officer’s Certificate, the Depositor (and each Other Depositor for any Other Securitization that
includes a Serviced Companion Loan) shall have the right to review such Officer’s Certificate and, if applicable, consult
with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, in the fulfillment
of any of the Certifying Servicer’s obligations hereunder or under the applicable sub-servicing agreement. None of the Certifying
Servicers or any Additional Servicer or any Servicing Function Participant shall be required to deliver, or to endeavor to cause
the delivery of, any such Officer’s Certificate until April 15, in any given year so long as it has received written confirmation
from the Depositor that a Form 10-K is not required to be filed in respect of the Trust or any Other Securitization that includes
a Serviced Companion Loan for the preceding calendar year. If any Certifying Servicer is terminated or resigns pursuant to the
terms of this Agreement or any applicable Sub-Servicing Agreement, as the case may be, such Certifying Servicer shall provide
the Officer’s Certificate pursuant to this Section 10.11 with respect to the period of time it was subject to this
Agreement or the applicable Sub-Servicing Agreement, as the case may be.


 


Section 10.12   Annual
Reports on Assessment of Compliance with Servicing Criteria. By March 10th (subject to a grace period through March 15th)
of each year,


 






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commencing
in March 2016, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special
servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor and each Servicing
Function Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (and each Reporting
Servicer, as applicable, shall use commercially reasonable efforts to cause, by March 10th (subject to a grace period through
March 15th) each Servicing Function Participant (other than (x) a party to this Agreement or (y) a Mortgage Loan
Seller Sub-Servicer), with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a
Non-Serviced Mortgage Loan) to furnish, each at its own expense, to the Trustee, the Certificate Administrator, the Depositor
(and to the Other Depositor and Other Trustee for any Other Securitization that includes a Serviced Companion Loan) and the 17g-5
Information Provider (who shall promptly post such report to the 17g-5 Information Provider’s Website pursuant to Section 3.16(d) of
this Agreement) a report on an assessment of compliance with the Relevant Servicing Criteria with respect to commercial mortgage
backed securities transactions taken as a whole involving such party that contains (A) a statement by such Reporting Servicer
of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting
Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered
by the Form 10-K required to be filed pursuant to Section 10.07, including, if there has been any material instance of noncompliance
with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement
that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance
with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.12
shall be made available to any Privileged Person by the Certificate Administrator pursuant to Section 4.02(c) of this Agreement
and to any Rating Agency and NRSRO by the 17g-5 Information Provider pursuant to Section 3.16(d) of this Agreement. Notwithstanding
the foregoing, the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which
there was no Relevant Servicing Criteria applicable to it.


 


No later than 10
Business Days after the end of each fiscal year for the Trust (and any Other Securitization that includes a Serviced
Companion Loan) for which a Form 10-K is required to be filed, the Master Servicer, the Special Servicer and the Operating
Advisor shall each forward to the Certificate Administrator and the Depositor (and to the Other Depositor and Other Trustee
for any Other Securitization that includes a Serviced Companion Loan) the name and contact information of each Servicing
Function Participant engaged by it during such year or portion thereof (except with respect to any Mortgage Loan Seller
Sub-Servicer) and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by
such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the
Custodian, the Trustee, the Operating Advisor and each Servicing Function Participant submit their respective assessments by
March 10th (subject to a grace period through March 15th), as applicable, to the Certificate Administrator (and
such other trustee), each such party shall also at such time, if it has received the assessment (and attestation pursuant to
Section 10.13) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its
submission to the Certificate Administrator (and such other trustee).


 






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Promptly after receipt
of each such report on assessment of compliance, (i) the Depositor (and any Other Depositor for any Other Securitization that
includes a Serviced Companion Loan) shall have the right to review each such report and, if applicable, consult with the Master
Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor and any Servicing
Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian, the Trustee or any Servicing
Function Participant, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually, address
the Relevant Servicing Criteria for each party as set forth on Schedule II and notify the Depositor (and the Other Depositor for
any Other Securitization that includes a Serviced Companion Loan) of any exceptions; provided that the Certificate Administrator
shall not be responsible for confirming whether any such party has certified to all the Relevant Servicing Criteria applicable
to it. None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating
Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports
until April 15 in any given year so long as it has received written confirmation from the Depositor (and the Other Depositor
for any Other Securitization that includes a Serviced Companion Loan) that a Form 10-K is not required to be filed in respect of
the Trust (or, in the case of a Serviced Companion Loan, the related Other Securitization that includes such Serviced Companion
Loan) for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement,
or any applicable Sub-Servicing Agreement, as the case may be, such Reporting Servicer shall provide the reports and statements
pursuant to this Section 10.12 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing
Agreement, as the case may be.


 


The parties hereto acknowledge
that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant
to this Section 10.12 by the Master Servicer or the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’
obligations or a Servicer Termination Event or Operating Advisor Termination Event, as applicable, under this Agreement unless
otherwise provided for in this Agreement.





 


For so long as the
Trust is subject to the reporting requirements of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced
under an Other Pooling and Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to
procure an annual report on assessment of compliance as described in this Section and an attestation as described in
Section 10.13 from the Non-Serviced Mortgage Loan Service Providers in form and substance similar to the annual report
on assessment of compliance described in this Section (or in such Other Pooling and Servicing Agreement, as the case may be)
and the attestation described in Section 10.13. The Master Servicer shall promptly forward to the Certificate
Administrator and the Depositor any such assessment of compliance received by the Master Servicer. Until such time as the
Certificate Administrator receives notice that the Non-Serviced Mortgage Loan Service Providers no longer have a continuing
obligation under the Other Pooling and Servicing Agreement related to an Other


 






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Securitization
that includes the related Non-Serviced Companion Loan to provide to the Trust an annual report on assessment of compliance as
described in this Section and an attestation as described in Section 10.13 for any year that the Trust formed under
this Agreement is not subject to the reporting requirements of the Exchange Act, the Certificate Administrator shall notify the
Non-Serviced Mortgage Loan Service Providers if such parties fail to deliver to the Certificate Administrator such assessment
of compliance and attestation within the time frame required by such Other Pooling and Servicing Agreement.


 


Section 10.13   Annual
Independent Public Accountants’ Servicing Report. By March 10th (subject to a grace period through
March 15th), of each year, commencing in March 2016, each Reporting Servicer, each at its own expense, shall cause,
and each Reporting Servicer, as applicable, shall use commercially reasonable efforts to cause each Servicing Function
Participant (other than (x) a party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer) with which it has
entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan), each at
such Servicing Function Participant’s own expense, a registered public accounting firm (which may also render other
services to the Master Servicer, the Special Servicer, the Operating Advisor and such Servicing Function Participant, as the
case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the
Trustee, the Certificate Administrator, the Depositor (and to any Other Depositor and Other Trustee for any Other
Securitization that includes a Serviced Companion Loan), the Operating Advisor (in the case of the Special Servicer only) and
the 17g-5 Information Provider (who shall promptly post such report to the 17g-5 Information Provider’s Website
pursuant to Section 3.16(d) of this Agreement) to the effect that (i) it has obtained a representation regarding
certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer of
its compliance with the Relevant Servicing Criteria in all material respects, and (ii) on the basis of an
examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB,
it is expressing an opinion as to whether such Reporting Servicer’s compliance with the Relevant Servicing Criteria was
fairly stated in all material respects, or it cannot express an overall opinion regarding such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria. If an overall opinion cannot be expressed, such registered
public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available
for general use and not contain restricted use language. Notwithstanding the foregoing, the Trustee shall not be required to
deliver an annual independent public accountants’ servicing report with respect to any period during which there was no
Relevant Servicing Criteria applicable to it.


 


Promptly after receipt
of such report from each Reporting Servicer, (i) the Depositor (and any Other Depositor related to an Other Securitization
that includes a Serviced  Companion
Loan) shall have the right to review the report and, if applicable, consult with the related Reporting Servicer as to the nature
of any material instance of noncompliance by such Reporting Servicer with the Servicing Criteria applicable to such person, as
the case may be, in the fulfillment of any of such Reporting Servicer’s obligations hereunder or under any applicable sub-servicing
agreement or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each assessment submitted
pursuant to Section 10.12 is coupled with an attestation meeting the requirements of this Section and notify the Depositor
(and any Other Depositor related to an Other Securitization that includes a Serviced 


 



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Companion Loan) of any exceptions; provided,
that the Certificate Administrator shall not be responsible for confirming whether any particular Reporting Servicer has certified
to all of the Relevant Servicing Criteria applicable to it. No Reporting Servicer shall be required to deliver, or to endeavor
to cause the delivery of, such reports until April 15 in any given year so long as it has received written confirmation from the
Depositor that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of a Serviced Companion Loan,
the related Other Securitization that includes such Serviced Companion Loan) for the preceding calendar year. If any Reporting
Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary
servicing agreement, as the case may be, such Reporting Servicer shall provide the report pursuant to this Section 10.13
with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing
agreement, as the case may be.


 


Section 10.14   Exchange
Act Reporting Indemnification. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian
(if not the Certificate Administrator), the Certificate Administrator and the Trustee shall indemnify and hold harmless each
Certification Party, the Depositor (and any Other Depositor related to an Other Securitization that includes a Serviced
Companion Loan), their respective directors and officers, and each other person who controls any such entity within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses,
losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any
amounts paid in settlement of any claim or litigation arising out of (i) the failure to perform its obligations to the
Depositor (or any Other Depositor related to an Other Securitization that includes a Serviced Companion Loan) or Certificate
Administrator (or any Other Trustee related to an Other Securitization that includes a Serviced Companion Loan) under this
Article X by the time required after giving effect to any applicable grace period or cure period, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any information (x) regarding such party or any
Servicing Function Participant, Additional Servicer or subcontractor engaged by it (other than any Mortgage Loan Seller
Sub-Servicer), (y) prepared by any such party described in clause (x) or any registered public accounting firm, attorney or
other agent retained by such party to prepare such information and (z) delivered by or on behalf of such party in connection
with the performance of such party’s obligations described in this Article X, or the omission or alleged omission to
state in any such information a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, that the applicable party shall be entitled to participate in any
action arising out of the foregoing and the Depositor shall consult with such party with respect to any litigation or audit
strategy, as applicable, in connection with the foregoing and any potential settlement terms related thereto, (iii) the
failure of any Servicing Function Participant or Additional Servicer retained by it (other than a Mortgage Loan Seller
Sub-Servicer) to perform its obligations to the Depositor (or any Other Depositor related to an Other Securitization
that includes a Serviced Companion Loan) or Certificate Administrator (or any Other Trustee related to an Other
Securitization that includes a Serviced Companion Loan) under this Article X by the time required after giving effect to
any applicable grace period and cure period or (iv) any Deficient Exchange Act Deliverable.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee
shall cooperate (and


 






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require
each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement)
with the Depositor as necessary for the Depositor to conduct any reasonable due diligence necessary to evaluate and assess any
material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under
the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In connection with
comments provided to the Depositor from the Commission regarding information (x) delivered by the Master Servicer, the
Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing Function
Participant or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) regarding such
Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting firm,
attorney or other agent retained by such party to prepare such information, which information is contained in a report filed
by the Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s filing
of such report, the Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such
Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the
Commission for inclusion in the Depositor’s response to the Commission, unless such Affected Reporting Party elects,
with the consent of the Depositor (which consent shall not be unreasonably denied, withheld or delayed), to directly
communicate with the Commission and negotiate a response and/or resolution with the Commission; provided, if an Affected
Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master
Servicer shall receive copies of all material communications pursuant to this paragraph. If such election is made, the
applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the
Commission in a timely manner; provided, that (i) such Affected Reporting Party shall use reasonable efforts to keep the
Depositor informed of its progress with the Commission and copy the Depositor on all correspondence with the Commission and
provide the Depositor with the opportunity to participate (at the Depositor’s expense) in any telephone conferences and
meetings with the Commission and (ii) the Depositor shall cooperate with any Affected Reporting Party in order to
authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission with
respect to any comments from the Commission relating to such Affected Reporting Party and to notify the Commission of such
authorization. The Depositor and the Affected Reporting Party shall cooperate and coordinate with one another with respect to
any requests made to the Commission for extension of time for submitting a response or compliance. All respective reasonable
out-of-pocket costs and expenses incurred by the Depositor (including reasonable legal fees and expenses of outside counsel
to the Depositor) in connection with the foregoing (other than those costs and expenses required to be at the
Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission therewith shall be
promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor. Each of the
Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee
shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained by it
to comply with the foregoing by inclusion of similar provisions in the related sub-servicing or similar agreement.


 






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The Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall use commercially reasonable efforts
to cause each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Mortgage Loan Seller
Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) to indemnify and hold harmless each Certification Party from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Certification Party
arising out of (i) a breach of its obligations to provide any of the annual compliance statements or annual assessment of servicing
criteria or attestation reports pursuant to this Agreement, or the applicable Sub-Servicing Agreement, as applicable or (ii) any
Deficient Exchange Act Deliverable.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, each Additional Servicer or other Servicing Function
Participant (the “Performing Party”) shall, and the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator and the Trustee shall use commercially reasonable efforts to cause each Servicing Function Participant
with which it has entered into a servicing relationship (other than (x) a party to this Agreement or (y) any Mortgage
Loan Seller Sub-Servicer) with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) to contribute to the amount
paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities of the Certification Party
in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing
Party on the other in connection with a breach of the Performing Party’s obligations pursuant to this Article X. The
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall use commercially
reasonable efforts to cause each Servicing Function Participant (other than (x) any party to this Agreement or (y) Mortgage
Loan Seller Sub-Servicers) with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than
a Non-Serviced Mortgage Loan) to agree to the foregoing indemnification and contribution obligations.


 


Promptly after receipt
by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof
is to be made against the indemnifying party hereunder, notify in writing the indemnifying party of the commencement thereof;
but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified
party under this Agreement except to the extent that such omission to notify materially prejudices the indemnifying party. In
case any such action is brought against any indemnified party, after the indemnifying party has been notified of the commencement
of such action, such indemnifying party shall be entitled to participate therein (at its own expense) and, to the extent that
it may wish, shall be entitled to assume the defense thereof (jointly with any other indemnifying party similarly notified) with
counsel reasonably satisfactory to such indemnified party (which approval shall not be unreasonably withheld or delayed), and
after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party for any expenses subsequently incurred in connection with the defense thereof
other than reasonable costs of investigation. In any such proceeding, 


 



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any
indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified party shall have agreed to the retention
of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties and, in the case of an investigation
by the Commission, any parties that are, or whose reporting materials are, the subject of such investigation) include both the
indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them or (iii) the indemnifying party fails within a reasonable period
of time to designate counsel that is reasonably satisfactory to the indemnified party (which approval shall not be unreasonably
withheld or delayed). In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in
addition to any local counsel) in any one jurisdiction separate from their own counsel for all indemnified parties in connection
with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations
or circumstances. An indemnifying party shall not be liable for any settlement of any proceeding effected without its written
consent. However, if settled with such consent, the indemnifying party shall indemnify the indemnified party from and against
any loss or liability by reason of such settlement to the extent that the indemnifying party is otherwise required to do so under
this Agreement. If an indemnifying party assumes the defense of any proceeding, it shall be entitled to settle such proceeding
with the consent of the indemnified party (which consent shall not be unreasonably withheld or delayed) or, if such settlement
(i) provides for an unconditional release of the indemnified party in connection with all matters relating to the proceeding
that have been asserted against the indemnified party in such proceeding by the other parties to such settlement and (ii) does
not require an admission of fault by the indemnified party, without the consent of the indemnified party.


 


Section 10.15  Amendments.
This Article X may be amended by the written consent of all the parties hereto pursuant to Section 11.07 for
purposes of complying with Regulation AB without, in each case, any Opinions of Counsel, Officer’s Certificates, No Downgrade
Confirmations or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement.


 


Section 10.16   Exchange
Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods. (a) Each Form 8-K report, Form 10-D report
and Form 10-K report shall be signed by the Depositor in accordance with procedures to be agreed upon by the Depositor and
the Certificate Administrator. The signing party at the Depositor can be contacted at Deutsche Mortgage & Asset
Receiving Corporation at 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy to Salvatore
Palazzolo.


 


(b)          Notwithstanding
anything in Section 11.04 to the contrary, any notice required to be delivered to (i) the Depositor under this Article X
shall be properly given if sent by facsimile to (212) 797-4487, Attention: Lainie Kaye (or such other number as the Depositor may
instruct) and/or by email to lainie.kaye@db.com (or such other email address as the Depositor may instruct) and (ii) to the
Certificate Administrator under this Article X shall be properly given if sent by facsimile to (410) 884-2380, Attention:
Core Services, or such other number as the Certificate Administrator may instruct and/or by email to


 






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ets.sec.notifications@wellsfargo.com
(or such other email address as the Certificate Administrator may instruct).


 


(c)          For the avoidance
of doubt:


 


(i)           Neither
Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event, as applicable, pursuant to the last
clause of the definition of “Master Servicer Termination Event” or “Special Servicer Termination Event,”
as applicable, nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided
for in this Article X, provided, that if any such party fails to comply with the delivery requirements of this Article X
by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event with respect to such
party; and


 


(ii)          Neither
Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event, as applicable, pursuant to the last
clause of the definition of “Master Servicer Termination Event” or “Special Servicer Termination Event,”
as applicable, nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item
required under this Article X by the time required hereunder with respect to any reporting period for which the Trust is not
required to file Exchange Act reports.


 


(d)          If
the Certificate Administrator or the Depositor does not receive the Annual Assessment Report and/or the Annual Attestation Report
with respect to any Servicing Function Participant, or with respect to any Servicing Function Participant retained or engaged
by a party hereto that is actually known by a Responsible Officer of the Certificate Administrator or the Depositor, as the case
may be, by March 15th of any year during which an Annual Report on Form 10-K is required to be filed with the Commission
with respect to the Trust, then the Certificate Administrator shall, and the Depositor may, forward a Servicer Notice to such
Servicing Function Participant or the party hereto that retained or engaged such Sub-Servicing Function Participant, as the case
may be, with a copy of such Servicer Notice to the Depositor (if the Certificate Administrator is sending the Servicer Notice)
or the Certificate Administrator (if the Depositor is sending the Servicer Notice), as applicable, within two (2) Business Days
of such failure. For the purposes of this Article X and Section 7.01 of this Agreement, a “Servicer Notice”
shall constitute either any writing forwarded to such party or, in the case of the Master Servicer and the Special Servicer, notwithstanding
the provisions of Section 11.05, e-mail notice or fax notice which, in the case of an email transmission, shall be forwarded
to all of the following e-mail addresses for the applicable party: in the case of the Master Servicer and the Special Servicer,
to the applicable email address as provided in writing by the Master Servicer or the Special Servicer, as applicable, upon request,
or such other e-mail addresses as are provided in writing by the Master Servicer or the Special Servicer, as applicable, to the
Certificate Administrator and the Depositor (but any party to this Agreement (or someone acting on their behalf) shall only be
required to forward any such notice to be delivered to the Master Servicer to no more than three e-mail addresses in the aggregate
in order to fulfill its notification requirements as set forth in the preceding sentence and/or under the provisions of Section 7.01.
Notwithstanding anything herein to the contrary, the forwarding of a Servicer Notice shall not relieve any Master Servicer or
the Special Servicer of


 






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any
liability under Section 7.01(a)(viii) or Section 7.01(b)(viii), respectively, for the failure of any Servicing Function
Participant or Sub-Servicing Entity to deliver any Exchange Act reporting items pursuant to this Article X.


 


Section 10.17  Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor may
direct the Trustee to, and the Trustee shall upon such direction, terminate the Certificate Administrator upon five Business Days’
notice if the Certificate Administrator fails to comply with any of its obligations under this Article X; provided that (a) such
termination shall not be effective until a successor certificate administrator shall have accepted the appointment, (b) the
Certificate Administrator may not be terminated if it cannot perform its obligations due to its failure to properly prepare or
file on a timely basis any Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any Form 12b-25 where such failure
results from the Certificate Administrator’s inability or failure to receive, within the exact time frames set forth in
this Agreement any information, approval, direction or signature from any other party hereto needed to prepare, arrange for execution
or file any such Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any form 12b-25 not resulting from its own
negligence, bad faith or willful misconduct, (c) the Certificate Administrator may not be terminated if, following the Certificate
Administrator’s failure to comply with any of such obligations under Section 10.06, Section 10.07, Section 10.09,
Section 10.11, Section 10.12 or Section 10.13 on or prior to the dates by which such obligations are to be performed
pursuant to, and as set forth in, such Sections the Certificate Administrator subsequently complies with such obligations before
the Depositor gives written notice to it that it is terminated in accordance with this Section 10.17 and (d) the Certificate
Administrator may not be terminated if the Certificate Administrator’s failure to comply does not cause it to fail in its
obligations to timely file the related Form 8-K, Form 10-D or Form 10-K, as the case may be, by the related deadline for filing
such Form 8-K, Form 10-D or Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate Administrator
under this Section 10.17 on the date on which such Form 8-K, Form 10-D or Form 10-K is so filed.


 


Article XI



MISCELLANEOUS PROVISIONS


 


Section 11.01  Counterparts.
This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a
signature page of this Agreement in Portable Document Format (PDF), any other electronic format or by facsimile transmission shall
be as effective as delivery of a manually executed original counterpart of this Agreement.


 


Section 11.02  Limitation
on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement
or the Trust Fund, or entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of the Trust Fund, or otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.


 






    	-444-



    	 



    




 



No Certificateholder
shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, and nothing herein set forth, or contained in the terms of the Certificates,
shall be construed so as to constitute the Certificateholders from time to time as partners or members of an association; and no
Certificateholder shall be under any liability to any third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.


 


No Certificateholder
shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement,
the Certificates or any Mortgage Loan, unless such Certificateholder previously shall have given to the Trustee a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless the Certificateholders representing Percentage
Interests of at least 25% of each affected Class of Certificates, as applicable, has or have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee hereunder and has or have offered to the Trustee such security
or indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of security or indemnity, shall
have failed or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee, that no Certificateholder of any Class shall have
any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Certificateholder,
or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit
of all Holders of Certificates of such Class, as applicable. For the protection and enforcement of the provisions of this Section,
each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


No Certificateholder
shall be a “Party in Interest” as described under 11 U.S.C. Section 1109(b) solely by virtue of its ownership
of a Certificate.


 


Section 11.03   Governing
Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP
OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.


 


Section 11.04   Waiver
of Jury Trial; Consent to Jurisdiction. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO WAIVES
ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY


 






    	-445-



    	 



    

 


CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO
A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE
OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, ANY ASSIGNMENT OR ANY PROVISION HEREOF OR THEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY ASSIGNMENT.


 


TO THE FULLEST EXTENT
PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE
AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES
THAT ALL CLAIMS WITH RESPECT TO SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES
THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING INVOLVING SUCH CLAIMS IN ANY SUCH COURT; AND (IV) AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


Section 11.05  Notices.
Unless otherwise specified in this Agreement, all demands, notices and communications hereunder shall be in writing, shall be
deemed to have been given upon receipt (except that notices to Holders of Class R and Class LR Certificates or Holders
of any Class of Certificates no longer held through a Depository and instead held in registered, definitive form shall be deemed
to have been given upon being sent by first-class mail, postage prepaid or by overnight courier) as follows:


 







If to the Certificate Administrator,
to:


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services — COMM 2015-LC23


 


If to the Custodian, to:


 






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Wells Fargo Bank, N.A.

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: COMM 2015-LC23


 


If to the Trustee, to:


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

CMBS Trustee – COMM 2015-LC23

Email: cmbstrustee@wilmingtontrust.com


 


If to the Depositor, to:


 


Deutsche Mortgage & Asset
Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


If to the Operating Advisor,
to:


 


Park Bridge Lender Services LLC

560 Lexington Avenue, 17th Floor

New York, New York 10022

Attention: COMM 2015-LC23 - Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


  


If to the Master Servicer, to:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: COMM 2015-LC23 Asset Manager



For items regarding the Rating Agency Q&A Forum and Document 

Request Tool to: RAinvRequests@wellsfargo.com



and



For items regarding the Investor Q&A Forum to: 

REAMInvestorRelations@wellsfargo.com


 






    	-447-



    	 



    




 


with a copy to:


 


Wells Fargo Bank, National Association

Legal Department

301 South College Street

D1053-300 


Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support


 


with a copy to:


 


			K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann]



 


If to the Special Servicer, to:


 


			LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw

Fax Number: (305) 695-5601



 


			and with respect to Section 3.30, Section 4.02(b) and Article X to inquiries@lnrproperty.com, tnealon@lnrproperty.com, srivers@lnrproperty.com
and jwarshaw@lnrproperty.com



 








 



If to German American Capital
Corporation as Mortgage Loan Seller, to:


 


German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


If to Cantor Commercial Real
Estate Lending L.P., as Mortgage Loan Seller, to:


 


Cantor Commercial Real Estate Lending,
L.P.

110 East 59th Street

New York, New York 10022

Attention: Anthony Orso


 






    	-448-



    	 



    




 


with an electronic copy to:



Cantor Commercial Real Estate Lending, L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department

E-mail: legal@ccre.com


 


with a copy to:


 


Cadwalader, Wickersham & Taft
LLP

200 Liberty Street

New York, New York 10281

Attention: Lisa Pauquette


 


If to Ladder Capital Finance
LLC, as Mortgage Loan Seller, to:



Ladder Capital Finance LLC

345 Park Avenue, 8th Floor

New York, New York 10154

Attention: Pamela McCormack

Email: pamela.mccormack@laddercapital.com


 


			with an electronic copy to:



Ladder Capital Finance LLC

345 Park Avenue, 8th Floor

New York, New York 10154

Attention: Robert Perelman

Email: robert.perelman@laddercapital.com



  



			with an electronic copy to:



Ladder Capital Finance LLC

345 Park Avenue, 8th Floor

New York, New York 10154

Attention: David Traitel

Email: david.traitel@laddercapital.com



 


If to Jefferies LoanCore LLC,
as Mortgage Loan Seller, to:



Jefferies LoanCore LLC

c/o LoanCore Capital

80 Field Point Road

Greenwich, Connecticut

Attention: Dan Bennett

Fax No.: (203) 861-6006


 






    	-449-



    	 



    




 


With a copy to:


 


Cadwalader, Wickersham & Taft
LLP

200 Liberty Street

New York, New York 10281

Attention: Anna Glick


 


If to Deutsche Bank Securities
Inc., as Initial Purchaser or Underwriter, to:


 


Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


If to Cantor Fitzgerald &
Co., as Initial Purchaser or Underwriter, to:


 


Cantor Fitzgerald & Co.

499 Park Avenue

New York, New York 10022

Attention: Stephen Merkel and Shawn Matthews


 


with a copy to:



Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Lisa Pauquette 








 



If to Jefferies LLC, as Underwriter,
to:


 


Jefferies LLC

520 Madison Avenue

New York, New York 10022

Attention: Lisa Pendergast

Facsimile Number: (203) 724-4971


 


with a copy to:


 


Jefferies LLC

520 Madison Avenue

New York, New York 10022

Attention: Legal Department

Facsimile Number: (646) 786-5691


 






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If to Wells Fargo Securities,
LLC, as Initial Purchaser, to:


 


Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor

New York, NY 10152

Attention: A.J. Sfarra

Facsimile: (212) 214-8970


 


If to any Certificateholder,
to:


 


the address set forth in the Certificate
Register


 


If to the initial Controlling
Class Representative with respect to any Mortgage Loan, to:


 


LNR Securities Holdings, LLC

1601 Washington Ave., Suite 800

Miami Beach, Florida 33139

Attention: Thomas F. Nealon III, Esq., Steven A. Rivers, Esq. and Job Warshaw

Fax Number: (305) 695-5449


 


and with respect to Section 3.30,
Section 4.02(b) and Article X to inquiries@lnrproperty.com, tnealon@lnrproperty.com, srivers@lnrproperty.com and jwarshaw@lnrproperty.com


 


If to the 17g-5 Information Provider,
electronically to:


 


17g5informationprovider@wellsfargo.com

(in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system,
specifically with a subject reference of “COMM 2015-LC23” and an identification of the type of information being provided
in the body of such electronic mail) 








 



or, in the case of the parties to this
Agreement, to such other address as such party shall specify by written notice to the other parties hereto.


 


Solely to the
extent the provisions herein contemplate electronic delivery of information, such information shall be transmitted via
electronic mail with a subject reference to include “COMM 2015-LC23” (or substantially similar language)
(i) in the case of the Depositor, to dbsec.notifications@db.com, (ii) in the case of the Certificate Administrator,
to the email address specified on the Certificate Administrator’s Website (and, if no such email address is specified
therein, to cts.cmbs.bond.admin@wellsfargo.com), (iii) in the case of the Trustee, to cmbstrustee@wilmingtontrust.com,
(iv) in the case of the Operating Advisor, to cmbs.notices@parkbridgefinancial.com, (v)  in the case of the
Master Servicer to commercial.servicing@wellsfargo.com, (vi) in the case of the Special Servicer, to tnealon@lnrproperty.com,
srivers@lnrproperty.com, and jwarshaw@lnrproperty.com, (vi) in the


 






    	-451-



    	 



    

 


case
of German American Capital Corporation, to lainie.kaye@db.com, (vii) in the case of Deutsche Bank Securities Inc., to lainie.kaye@db.com,
(viii) in the case of Cantor Commercial Real Estate Lending, L.P., to legal@ccre.com and awessner@cantor.com, (ix) in the case
of Cantor Fitzgerald & Co., to smatthews@cantor.com and smerkel@cantor.com, (x) in the case of Ladder Capital Finance LLC,
to robert.perelman@laddercapital.com, (xi) in the case of Jefferies LoanCore LLC, to pgershon@loancorecapital.com, (xii) in
the case of Jefferies LLC, to mgreen@jefferies.com, (xiii) in the case of Wells Fargo Securities, LLC, to anthony.sfarra@wellsfargo.com,
(xiv)  in the case of the initial Controlling Class Representative, to tnealon@lnrproperty.com, srivers@lnrproperty.com and
jwarshaw@lnrproperty.com and with respect to Section 3.30, Section 4.02(b) and Article X to inquiries@lnrproperty.com, tnealon@lnrproperty.com,
srivers@lnrproperty.com and jwarshaw@lnrproperty.com, and (xv)  in the case of the 17g-5 Information Provider, to 17g5informationprovider@wellsfargo.com;
or, in the case of the parties to this Agreement, to such other electronic mail address as such party shall specify by written
notice (which may be electronic) to the other parties hereto.


 


The obligation of any
party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer, Other Special
Servicer, Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such party to this
Agreement has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the name and contact
information provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information
Provider, as applicable, and shall be entitled to assume that the identity and contact information for such Other Depositor, Other
Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable has not changed, absent receipt
of written notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider,
or a replacement thereof under the applicable Other Pooling and Servicing Agreement, of a change with respect to the identity and
contact information for such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information
Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, as applicable.


 


Section 11.06  Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights
of the Holders thereof.


 


Section 11.07  Notice
to the Depositor and Each Rating Agency. (a) The Certificate Administrator shall use its best efforts to promptly
provide notice, promptly furnish (or make available) to the Depositor, the Underwriters, the Initial Purchasers, the
Directing Holder (if no Consultation Termination Event has occurred and is continuing), the Trustee, the related Serviced
Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5
Information Provider’s Website) with


 






    	-452-



    	 



    

 


respect
to each of the following of which a Responsible Officer of the Certificate Administrator has actual knowledge:


 


(i)            any
material change or amendment to this Agreement, any Mortgage Loan Purchase Agreement or any Intercreditor Agreement;


 


(ii)           the
occurrence of any Servicer Termination Event that has not been cured;


 


(iii)          the
merger, consolidation, resignation or termination of the Certificate Administrator, the Master Servicer, the Special Servicer,
the Operating Advisor or the Trustee; and


 


(iv)          the
repurchase of Mortgage Loans pursuant to Section 2.03(e) of this Agreement.


 


(b)          The Certificate
Administrator shall promptly furnish to the Depositor, the Underwriters, the Initial Purchasers, the Directing Holder and the 17g-5
Information Provider (who shall promptly post such materials to the 17g-5 Information Provider’s Website):


 


(i)            notice
of the final payment to any Class of Certificateholders;


 


(ii)           notice
of any change in the location of the Distribution Accounts, the Interest Reserve Account, or the Excess Liquidation Proceeds Account;
and


 


(iii)          each
report to Certificateholders described in Section 4.02 and Section 3.13 of this Agreement.


 


(c)          The Master Servicer
shall promptly furnish to the 17g-5 Information Provider (who shall promptly post such materials to the 17g-5 Information Provider’s
Website) and the related Other 17g-5 Information Provider (if any):


 


(i)            a
copy of each rent roll and each operating and other financial statement and occupancy reports, to the extent such information is
required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section 3.03 of this Agreement;


 


(ii)           notice
of any change in the location of the Collection Account or any Serviced Loan Combination Collection Account, 








 



(iii)          a
copy of any notice with respect to a breach of a representation or warranty with respect to any Mortgage Loan;


 


(iv)          any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer;


 


(v)           any
change in the lien priority of a Mortgage Loan;


 






    	-453-



    	 



    




 


(vi)          any
new lease of an anchor or a termination of an anchor lease at a retail Mortgaged Property;


 


(vii)         any
material damage to a Mortgaged Property; and


 


(viii)        any
amendment, modification, consent or waiver to or of any provision of a Mortgage Loan.


 


(d)          Any party required
to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver such written
notice of the events or information specified in Section 3.14(d) to the Rating Agencies at the address listed below, promptly
following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, and the Certificate Administrator and
Trustee also shall furnish such other information regarding the Trust Fund as may be reasonably requested by the Rating Agencies
to the extent such party has or can obtain such information without unreasonable effort or expense; provided that such other
information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section 3.14(d).
Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer Termination Event,
as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required hereunder shall be in
writing.


 


Notices to each Rating Agency
shall be addressed as follows:


 


Moody’s Investors Service,
Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 553-1350

Email:cmbssurveillance@moodys.com


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Michael Giordanella

Facsimile No.: (212) 635-0295

Email: britt.johnson@fitchratings.com


  


Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


or in each case to such other address as
any Rating Agency shall specify by written notice to the parties hereto.


 






    	-454-



    	 



    




 


Section 11.08   Amendment.
This Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or any
Serviced Companion Loan Noteholders:


 


(i)            to
cure any ambiguity or to correct any error;


 


(ii)           to
cause the provisions herein or therein to conform or be consistent with or in furtherance of the statements made in the Prospectus
or Private Placement Memorandum with respect to the Certificates, the Trust or this Agreement or to correct or supplement any provisions
herein or therein which may be defective or inconsistent with any other provisions herein or therein;


 


(iii)          to
amend any provision hereof or thereof to the extent necessary or desirable to maintain the rating or ratings assigned to each of
the Classes of Certificates or any class of Serviced Companion Loan Securities by each Rating Agency; provided that such
amendment does not reduce the consent or consultation rights of the Controlling Class Representative or the right of the Controlling
Class Representative to receive information under this Agreement;


 


(iv)          to
amend or supplement a provision, or to supplement any provisions to the extent not inconsistent with the provisions of this Agreement,
or to effect any other change which will not adversely affect in any material respect the interests of any Certificateholder or
Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of Counsel or, if solely affecting
any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect of which a No Downgrade Confirmation has
been obtained relating to the Certificates of a rated Class and Serviced Companion Loan Securities, if any;


 


(v)           to
modify the procedures herein relating to compliance with Rule 17g-5 of the Exchange Act; and


 


(vi)          in
the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of this Agreement (A) to
the extent necessary to effect the qualification of this Agreement under the TIA or under any similar federal statute
hereafter enacted and to add to this Agreement such other provisions as may be expressly required by the TIA, and (B) to
modify such other provisions of this Agreement to the extent necessary to make those provisions consistent with, and conform
to, the modifications made pursuant to clause (A); provided that any amendment pursuant to this clause (vi) shall be at
the sole cost and expense of the Depositor;


 


provided
that any amendment under this Section 11.08 (a) shall not materially increase the obligations of the Depositor, the
Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master
Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely affect in any material
respect the interests of any Certificateholder or Serviced Companion Loan Noteholder


 






    	-455-



    	 



    

 


not
consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely
in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor
Trust to fail to qualify as a grantor trust.


 


This Agreement or any
Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to Certificates
held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected
thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that
no such amendment may:


 


(i)            reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Loan Combinations which
are required to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders
without the consent of such Serviced Companion Loan Noteholders;


 


(ii)           change
the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action
or inaction under this Agreement;


 


(iii)          alter
the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance
or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class
or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders; or


 


(iv)          amend
any section hereof which relates to the amendment of this Agreement without the consent of the Holders of all Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders. 








 



Further, the
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee,
at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion
Loan Noteholders, may amend this Agreement to modify, eliminate or add to any of its provisions (i) to such extent as
shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the
qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local
taxes, at all times that any Certificates are outstanding; provided that such action, as evidenced by an Opinion of


 






    	-456-



    	 



    
 


Counsel (obtained at the
expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes,
and would not adversely affect in any material respect the interest of any Certificateholder or if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange
Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


If neither the Depositor
nor any successor thereto, if any, is in existence, any amendment under this Section 11.08 shall be effective with the consent
of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer, in writing,
and to the extent required by this Section 11.08, the Certificateholders and Serviced Companion Loan Noteholders.


 


It shall not be necessary
for the consent of Certificateholders under this Section 11.08 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The method of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders and, if applicable, Serviced Companion Loan Noteholders, shall
be subject to such reasonable regulations as the Trustee may prescribe; provided, that such method shall always be by affirmation
and in writing.


 


Notwithstanding any contrary
provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless the Trustee and the
Certificate Administrator have received an Opinion of Counsel, at the expense of the party requesting such amendment (or, if such
amendment is required to maintain the rating issued by any Rating Agency or requested by the Trustee for any purpose described
in clause (i), (ii) or (iii) of the first sentence of this Section, then at the expense of the Trust Fund (and,
in the case of any Loan Combination, any such expense shall be allocated in accordance with the expense allocation provision of
the related Intercreditor Agreement) confirming that such amendment is authorized or permitted by this Agreement and that all conditions
precedent with respect thereto have been satisfied, respectively, hereunder and such amendment will not cause the Lower-Tier REMIC
or the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or cause the Grantor Trust
to fail to qualify as a grantor trust, or cause a tax to be imposed on the Trust Fund or any such Trust REMIC or any such Grantor
Trust.


 


Prior to the execution
of any amendment to this Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the Operating Advisor,
the Special Servicer and the Master Servicer may request and shall be entitled to rely conclusively upon an Opinion of Counsel
and an Officer’s Certificate, at the expense of the party requesting such amendment (or, if such amendment is required to
maintain the rating issued by any Rating Agency or requested by the Trustee for any purpose described in clauses (i), (ii) or
(iii) of the first sentence of this Section 11.08 (which do not modify or otherwise relate solely to the obligations,
duties or rights of the Trustee), then at the expense of the Trust Fund (and, in the case of any Loan Combination, any such expense
shall be allocated in accordance with the expense allocation provision of the related Intercreditor Agreement)) confirming that
the execution of such amendment is authorized or permitted by this Agreement and that all


 






    	-457-



    	 



    

 


conditions
precedent with respect thereto have been satisfied. The Trustee, the Certificate Administrator or the Operating Advisor may, but
shall not be obligated to, enter into any such amendment which affects the Trustee’s, the Certificate Administrator’s
or the Operating Advisor’s own rights, duties or immunities under this Agreement.


 


Notwithstanding any contrary
provision contained in this Agreement, no amendment shall be made to this Agreement (i) which adversely affects the rights,
including (without limitation) as a third-party beneficiary hereunder, and/or obligations (including, without limitation, in the
case of a Mortgage Loan Seller, under the related Mortgage Loan Purchase Agreement) of any Mortgage Loan Seller, Initial Purchaser
or Underwriter without the written consent of such Mortgage Loan Seller, Initial Purchaser or Underwriter, as applicable or (ii) which
adversely affects (as determined by the applicable Companion Loan Noteholder in good faith) the rights and/or obligations of any
Companion Loan Noteholder without the written consent of such Companion Loan Noteholder.


 


Promptly after the execution
of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate Administrator’s
Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same on the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement, and thereafter, the Certificate Administrator shall
furnish written notification of the substance of such amendment to each Certificateholder, each Serviced Companion Loan Noteholder,
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, each Mortgage Loan Seller, the Underwriters
and the Initial Purchasers.


 


Notwithstanding any contrary
provision contained in this Agreement, if one but not all of the Notes evidencing a Joint Mortgage Loan is repurchased by the applicable
Mortgage Loan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment),
without the consent of any Certificateholder, to add or modify provisions relating to the applicable Repurchased Note for purposes
of the servicing and administration of such Repurchased Note, provided that the amendment shall not adversely affect in any material
respect the interests of the Certificateholders, as evidenced by a No Downgrade Confirmation from each Rating Agency (obtained
at the expense of the repurchasing Mortgage Loan Seller) with respect to such amendment (or, if no such No Downgrade Confirmation
is actually received, by an opinion of counsel to such effect). Prior to the effectiveness of such amendment, if one but not all
of the Notes with respect to a Joint Mortgage Loan is repurchased, the terms of Article III shall govern the servicing and
administration of such Joint Mortgage Loan.


 


Section 11.09   Confirmation
of Intent. It is the express intent of the parties hereto that the conveyance of the Trust Fund (including the Mortgage Loans)
by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this Agreement be treated for all purposes
as a sale by the Depositor of the Trust Fund to the Trustee. It is, further, not the intention of the parties that such conveyance
be deemed a pledge of the Trust Fund by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However,
if, notwithstanding the intent of the parties, the Trust Fund is held to continue to be property of the Depositor then (a) this
Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Trust Fund provided
for herein shall be deemed to be a


 






    	-458-



    	 



    

 


grant
by the Depositor to the Trustee on behalf of Certificateholders of a first priority security interest in, and the Depositor hereby
grants to the Trustee a security interest in, all of the Depositor’s right, title and interest in and to, whether now owned
or existing or hereafter acquired or arising, the property identified in clauses (i) through (xiv) of the definition of “Trust
Fund” and all proceeds thereof; (c) the possession by the Trustee (or the Custodian on its behalf) of Notes and such
other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession
by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313 of the New York Uniform
Commercial Code; and (d) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from
Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable
law. The Depositor shall, and upon the request and direction of the Master Servicer, the Trustee shall, to the extent consistent
with this Agreement (and at the expense of the Trust Fund (and, in the case of any Loan Combination, such expense shall be allocated
in accordance with the expense allocation provision of the related Intercreditor Agreement)), take such actions as may be necessary
to ensure that such security interest is a perfected security interest of first priority under applicable law and will be maintained
as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective
whether any of the Certificates are sold, pledged or assigned.


 


Section 11.10  No
Intended Third-Party Beneficiaries. Except as specified in Section 11.12 of this Agreement, no Person other than a party
to this Agreement, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter or any Certificateholder shall have any rights
with respect to the enforcement of any of the rights or obligations hereunder. Without limiting the foregoing, the parties to
this Agreement specifically state that no Borrower Party or any other party to a Mortgage Loan (other than the holder of a Companion
Loan that is not an Affiliate of any related Borrower Party) is an intended third-party beneficiary of this Agreement.


 


Section 11.11  Entire
Agreement. This Agreement (and, with respect to each Loan Combination, together with the related Intercreditor Agreement)
contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes
all prior and contemporaneous agreements, understanding, inducements and conditions, express or implied, oral or written, of any
nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersedes any course of performance
or usage of the trade inconsistent with any of the terms hereof.


 


Section 11.12  Third
Party Beneficiaries. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer
acknowledge that (i) each Mortgage Loan Seller and Deutsche Bank Securities Inc. are third party beneficiaries with
respect to Section 8.05(h) of this Agreement, the obligations of any party to this Agreement to deliver information to
the 17g-5 Information Provider hereunder and the obligations of the 17g-5 Information Provider to post information to the
17g-5 Information Provider’s Website (or make available to the NRSROs the items referenced in Section 3.13(c) and
(d)) and the express obligations of any party hereto to deliver documents, notices, information or funds to a


 






    	-459-



    	 



    

 


Mortgage
Loan Seller, (ii) each Mortgage Loan Seller is a third party beneficiary with respect to Section 1.04, Section 2.01, Section
2.02, Section 2.03, Section 8.05 and Section 11.08 of this Agreement and its rights as a Privileged Person, (iii) each
Initial Purchaser and each Underwriter is a third party beneficiary with respect to its rights to receive any notices, documents,
certifications and/or information hereunder and its rights under Section 11.08 of this Agreement, (iv) each holder of
a Companion Loan and any related Other Depositor is an intended third party beneficiary in respect of the rights afforded it under
this Agreement and may directly (or, in the case of a holder of a Companion Loan, the related Other Servicer may) enforce such
rights, (v) each of the Serviced Companion Loan Service Providers under the applicable Other Pooling and Servicing Agreement is
an intended third party beneficiary under this Agreement with respect to any provision herein expressly relating to compensation,
reimbursement or indemnification of such Serviced Companion Loan Service Provider and the provisions regarding the coordination
of Advances, (vi) with respect to each Non-Serviced Pari Passu Companion Loan, each of the related Non-Serviced Mortgage
Loan Service Providers under the related Other Pooling and Servicing Agreement is an intended third party beneficiary under this
Agreement with respect to any provisions herein relating to (1) the reimbursement of any nonrecoverable advances made with respect
to the applicable Non-Serviced Mortgage Loan by such Persons, (2) the indemnification of each applicable Other Servicer, Other
Special Servicer and Other Trustee pursuant to Section 1.04 of this Agreement or pursuant to the related Intercreditor Agreement
against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with the related Other Pooling and Servicing Agreement and this Agreement that relate
solely to its servicing of the related Loan Combination and any related reimbursement provisions and (3) the provisions set forth
in Section 4.07(e) of this Agreement regarding advancing coordination, and (vii) if one, but not all, of the Notes
with respect to any Joint Mortgage Loan is repurchased, the applicable Repurchasing Seller shall be a third party beneficiary
of this Agreement to the same extent as if it was a Serviced Companion Loan Noteholder, as contemplated by Section 3.33 hereof.


 


Section 11.13   Precautionary
Trust Indenture Act Provisions. In the event that the Depositor notifies the parties to this Agreement that it has
determined, in consultation with the Trustee, that the TIA applies to this Agreement or that qualification under the TIA or
any similar federal statute hereafter enacted is required (any such determination by the Depositor, a “TIA
Applicability Determination”), then, (i) in the case of the TIA, pursuant to Section 318 of the TIA
(assuming such section is then in effect), the provisions of Sections 310 to and including Section 317 of the TIA that
impose duties on any person are part of and govern this Agreement, whether or not physically contained herein, as and to the
extent provided in Section 318 of the TIA; provided that it shall be deemed that the parties to this Agreement
have agreed that, to the extent permitted under the TIA, this Agreement shall expressly exclude any non-mandatory provisions
that (x) conflict with the provisions of this Agreement or would otherwise alter the provisions of this Agreement or
(y) increase the obligations, liabilities or scope of responsibility of any party hereto; (ii) the parties agree to
cooperate in good faith with the Depositor to make such amendments to modify, eliminate or add to the provisions of this
Agreement to the extent necessary to effect the qualification of this Agreement under the TIA or such similar statute and to
add to this Agreement such other provisions as may be expressly required by the TIA or as may be determined by the parties to
be beneficial for compliance with the TIA; and (iii) upon the direction of the Depositor, the Trustee shall file a Form
T-1 or


 






    	-460-



    	 



    

 


such
other form as the Depositor informs the Trustee is required, with the Commission or other appropriate institution.


 


Section 11.14          
Cooperation with Asset Representations Reviewer. With respect to each Serviced Loan
Combination, if any related Serviced Companion Loan becomes the subject of an asset review pursuant to any related Other Pooling
and Servicing Agreement, each of the Master Servicer, the Special Servicer, the Trustee and the Custodian, as the case may be,
shall reasonably cooperate with the related asset representations reviewer or any other party to the Other Pooling and Servicing
Agreement in connection with such asset review solely by providing such asset representations reviewer or such other requesting
party with copies of any documents reasonably requested by such asset representations reviewer or such other requesting party
(not at its own expense or the expense of the Trust but at the expense of the related mortgage loan seller, such asset representations
reviewer or such other requesting party to the Other Pooling and Servicing Agreement), but only to the extent that (i) such asset
representations reviewer or such other requesting party has not been able to obtain such documents from the related mortgage loan
seller or any party to the related Other Pooling and Servicing Agreement, and (ii) such documents are in the possession of the
Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be. For the avoidance of doubt, none of the
Master Servicer, the Special Servicer, the Trustee or the Custodian (i) shall have any further obligations with respect to any
asset review nor shall any such party be bound by the results of any asset review, or (ii) shall be obligated to provide such
documents if providing such documents, in its reasonable determination, would be a violation of this Agreement or any related
Intercreditor Agreement.







 


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PAGE]


 






    	-461-



    


 





 


IN WITNESS WHEREOF,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor
have caused their names to be signed hereto by their respective officers thereunto duly authorized all as of the day and year
first above written. 





	 	 	 
	 	DEUTSCHE
    MORTGAGE & ASSET RECEIVING CORPORATION, 

    as Depositor
	 	 	 
	 	By:	/s/ Matt Smith 
	 	 	Name: Matt Smith
	 	 	Title: Director
	 	 	 
	 	By:	/s/ Natalie
    Grainger 
	 	 	Name: Natalie
    Grainger
	 	 	Title: Director
	 	 	 
	 	WELLS
FARGO Bank, National Association, 

as Master Servicer
	 	 	 
	 	By:	/s/ Cynthia
    L. Schwartz 
	 	 	Name: Cynthia
    L. Schwartz
	 	 	Title: Director
	 	 	 
	 	LNR
PARTNERS, LLC, as Special Servicer
	 	 	 
	 	By:	 /s/ Jerry Hirschkorn
	 	 	Name: Jerry Hirschkorn
	 	 	Title: Vice President



 


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	 	WILMINGTON
TRUST, NATIONAL ASSOCIATION, 

as Trustee
	 	 	 
	 	By:	/s/ Adam B. Scozzafava 
	 	 	Name:Adam B. Scozzafava
	 	 	Title: Vice President
	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, 

as Certificate Administrator, Paying Agent and Custodian
	 	 	 
	 	By:	/s/ Stacey
    Gross 
	 	 	Name: Stacey
    Gross
	 	 	Title: Vice President
	 	 	 
	 	Park
Bridge Lender Services LLC, as Operating Advisor
	 	 	 
	 	By:	Park Bridge Advisors
LLC 

Its Sole Member
	 	 	 
	 	 	By: Park
Bridge Financial LLC 

Its Sole Member
	 	 	 
	 	By:	/s/ David M. Rodgers 
	 	 	Name: David M. Rodgers
	 	 	Title: Managing Director



 


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	STATE OF New York	)
	 	: ss.:
	COUNTY OF New York	)



 


On the 12th day of
November in the year 2015, before me, the undersigned, personally appeared Natalie Grainger & Matt Smith,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed
the instrument, and that such individual made such appearance before the undersigned in the New York (insert
the city or other political subdivision and the state or county or other place the acknowledgment was taken). 


 





	 	/s/
    Christine L. Last 
	 	Signature and Office of individual taking acknowledgment



 





	This instrument prepared by:	Christine L. Last


Notary Public -State of New York


No. 01LA6274862


Qualified in New York County


My Commission Expires January 14, 2017














	Name:	Sidley Austin LLP
	Address:	787 Seventh Avenue

    New York, New York



 


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	STATE OF NORTH CAROLINA	)	 
	 	)	ss.:
	COUNTY OF MECKLENBURG	)	 


On this 9 day of November, 2015,
personally appeared before me Cynthia L. Schwartz, to me known (or proved to me on the basis of satisfactory evidence) to be a
Director of Wells Fargo Bank, National Association, a national banking association, that executed the within and foregoing instrument,
and acknowledged that said instrument to be the free and voluntary act and deed of said entity, for the uses and purposes therein
mentioned, and on oath stated that she was authorized to execute said instrument, and that by her signature on the instrument the
entity upon behalf of which she acted, executed the instrument.


 


	 	 
	 	/s/ Erica L. Smith
	 	Notary 
	 	Name:
	 	 
	 	 
	My commission expires:  July 15, 2017	 
	
         

        ERICA L. SMITH

        NOTARY PUBLIC

        Gaston County

        North Carolina

        My Commission Expires 7/15/2017
	 




 






    	 



    	 



    

 








	STATE OF New York	)
	 	: ss.:
	COUNTY OF Nassau	)


 


On the 9th day
of November in the year 2015, before me, the undersigned, personally appeared Jerry Hirschkorn, V.P. at LNR Partners, LLC,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies),
and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument, and that such individual made such appearance before the undersigned in the
 City of New York (insert the city or other political subdivision and the state or county or other place the
acknowledgment was taken).


 





	 	/s/ Desmond Mcweeney
	 	Signature and Office of individual taking acknowledgment


 


This instrument prepared by:


 





	Name:	Sidley Austin LLP
	Address:	787 Seventh Avenue

New York, New York	DESMOND MCWEENEY

NOTARY PUBLIC-STATE OF NEW YORK

No. 01MC6330849

Qualified in Nassau County

My Commission Expires September 28, 2019





 


 


 

 


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	STATE OF DELAWARE	)
	 	: ss.:
	COUNTY OF NEW CASTLE	)


 


On the 17th day of
November in the year 2015, before me, the undersigned, personally appeared Adam B. Scozzafava,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed
the instrument, and that such individual made such appearance before the undersigned in the Wilmington, Delaware (insert
the city or other political subdivision and the state or county or other place the acknowledgment was taken).


 





	 	/s/
    Christina M. Bader 
	 	Signature and Office of individual taking acknowledgment


 


This instrument prepared by:


 





	Name:	Sidley Austin LLP	 
	Address:	787 Seventh Avenue

New York, New York	CHRISTINA M BADER


NOTARY PUBLIC


STATE OF DELAWARE


My Commission Expires 4-15-2016






 


 


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	STATE OF Maryland	)
	 	: ss.:
	COUNTY OF Howard	)


 


On the 9th day of
November in the year 2015, before me, the undersigned, personally appeared Stacey Gross, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument,
and that such individual made such appearance before the undersigned in the State of Maryland (insert the city or other
political subdivision and the state or county or other place the acknowledgment was taken).


 





	 	 /s/
    Amy Martin
	 	Signature and Office of individual taking acknowledgment


 


This instrument prepared by:


 





	Name:	Sidley Austin LLP	 
	Address:	787 Seventh Avenue

New York, New York	AMY MARTIN


NOTARY PUBLIC


ANNE ARUNDEL COUNTY


MARYLAND


My Commission Expires 2-22-2017






 


COMM
2015-LC23– Pooling and Servicing Agreement


 



    	 



    	 



    

 





	STATE OF NEW JERSEY	)
	 	: ss.:
	COUNTY OF ESSEX	)


 





I CERTIFY that on November, 9th, 2015, David
M. Rodgers, personally came before me and he acknowledged under oath, to my satisfaction, that he is the Managing Member of Park
Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn is the sole member of Park Bridge Lender
Services LLC, a limited liability company, that he is the person named in and who executed the within instrument, that he signed
and delivered this document as the voluntary act and deed of the said limited liability company.


WITNESS my hand and seal hereto affixed
the day and year first above written.










 





	 	/s/ Dedimuni De Zoysa
	 DEDIMUNI
DE ZOYSA
 Notary Public
 State of New Jersey
 My Commission Expires Dec. 7 2016

                                   I.D. #2415294

                                   

	Signature and Office of individual taking acknowledgment


 


 





(Affix
Notary Stamp Above)


 


My
Commission expires: 12-07-2016


                                                 (Date)


 


COMM
2015-LC23– Pooling and Servicing Agreement


 



    	 



    	 



    

 


 










EXHIBIT A-1


 


FORM OF CLASS A-1 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 









 


1 Legend required as
long as DTC is the Depository under the Pooling and Servicing Agreement.


 



    	A-1-1



    	 



    




 





COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-1


 


	Class A-1 Pass-Through Rate: 1.811%	 	
        CUSIP:    12636FBE2

         

        ISIN:        US12636FBE25

         

	Original Aggregate Certificate Balance of the Class A-1 Certificates: $39,109,000	 	Initial Certificate Balance of this Certificate: $39,109,000
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: September 2020	 	No.: A-1-[_]


 


This certifies that [________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class
XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 



    	A-1-2



    	 



    




 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-1 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-1 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or,


 



    	A-1-3



    	 



    




 


otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow


 



    	A-1-4



    	 



    




 


Accounts, and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for


 



    	A-1-5



    	 



    




 


any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade


 



    	A-1-6



    	 



    




 


Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local


 



    	A-1-7



    	 



    




 


taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B


 



    	A-1-8



    	 



    




 


Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    	A-1-9



    	 



    







 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-1 Certificate to be duly executed.


 


Dated: November 17, 2015





	 	 	 
		WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Certificate of Authentication


 


This is one of the Class
A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015


	 	 	 
		WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory








 



    	A-1-10



    	 



    




 





EXHIBIT A-2


 


FORM OF CLASS A-2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1 Legend required as
long as DTC is the Depository under the Pooling and Servicing Agreement.


 








    	A-2-1



    	 



    







 


COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-2


 


	Class A-2 Pass-Through Rate: 3.221%	 	
        CUSIP:    12636FBF9

         

        ISIN:        US12636FBF99

         

	Original Aggregate Certificate Balance of the Class A-2 Certificates: $210,190,000	 	Initial Certificate Balance of this Certificate: $210,190,000
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: October 2020	 	No.: A-2-[_]


 


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class
XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D


 



    	A-2-2



    	 



    




 


of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-2 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-2 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its


 



    	A-2-3



    	 



    




 


agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case and to the extent of the Trust Fund’s interest therein and
specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to
time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security
for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination
Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the
Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto and any


 



    	A-2-4



    	 



    




 


reinvestment
income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties;
(xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights
and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage
Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier
Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts,
Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower).
As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other
than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor


 



    	A-2-5



    	 



    




 


of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 



    	A-2-6



    	 



    




 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 



    	A-2-7



    	 



    




 


Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and 



 



    	A-2-8



    	 



    




 


Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    	A-2-9



    	 



    







 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-2 Certificate to be duly executed.


 


Dated: November 17, 2015


	 	 	 
		WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory








 


Certificate of Authentication


 


This is one of the Class
A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015


	 	 	 
		WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 






    	A-2-10



    	 



    

 





EXHIBIT A-3


 


FORM OF CLASS A-SB CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 









    	A-3-1



    	 



    

 


COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-SB


 


	Class A-SB Pass-Through Rate: 3.598%	 	
        CUSIP:    12636FBG7

         

        ISIN:        US12636FBG72

         

	Original Aggregate Certificate Balance of the Class A-SB Certificates: $53,371,000	 	Initial Certificate Balance of this Certificate: $53,371,000
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: July 2025	 	No.: A-SB-[_]


 


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-SB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class
XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D


 



    	A-3-2



    	 



    




 


of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-SB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-SB Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its


 



    	A-3-3



    	 



    




 


agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any


 



    	A-3-4



    	 



    




 


reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor


 



    	A-3-5



    	 



    




 


of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 



    	A-3-6



    	 



    




 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 



    	A-3-7



    	 



    




 


Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and 


 



    	A-3-8



    	 



    




 


Class
X-F Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E
and Class X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R
and Class LR Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the
Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    	A-3-9



    	 



    




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-SB Certificate to be duly executed.


 


Dated: November 17, 2015


	 	 	 
		WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 


Certificate of Authentication


 


This is one of the Class
A-SB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015


	 	 	 
		WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 



    	A-3-10



    	 



    




 





EXHIBIT A-4


 


FORM OF CLASS A-3 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1 Legend required as
long as DTC is the Depository under the Pooling and Servicing Agreement.


 



    	A-4-1



    	 



    




 


COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-3


 


	Class A-3 Pass-Through Rate: 3.521%	 	
        CUSIP:    12636FBH5

         

        ISIN:        US12636FBH55

         

	Original Aggregate Certificate Balance of the Class A-3 Certificates: $125,000,000	 	Initial Certificate Balance of this Certificate: $125,000,000
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: September 2025	 	No.: A-3-[_]


 


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class
XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 



    	A-4-2



    	 



    




 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-3 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-3 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate


 



    	A-4-3



    	 



    




 


Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any


 



    	A-4-4



    	 



    




 


Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in


 



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connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 



    	A-4-6



    	 



    




 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 



    	A-4-7



    	 



    




 


Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and 


 



    	A-4-8



    	 



    




 


Class
X-F Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E
and Class X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R
and Class LR Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the
Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    	A-4-9



    	 



    




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


 


Dated: November 17, 2015


	 	 	 
		WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 


Certificate of Authentication


 


This is one of the Class
A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015


	 	 	 
		WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 









    	A-4-10



    	 



    

 





EXHIBIT A-5


 


FORM OF CLASS A-4 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 



 


1
 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 



    	A-5-1



    	 



    




 


COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-4


 


	Class A-4 Pass-Through Rate: 3.774%	 	
        CUSIP:    12636FBJ1

         

        ISIN:        US12636FBJ12

         

	Original Aggregate Certificate Balance of the Class A-4 Certificates: $244,968,000	 	Initial Certificate Balance of this Certificate: $244,968,000
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: October 2025	 	No.: A-4-[_]


 


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class
XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D


 



    	A-5-2



    	 



    




 


of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-4 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-4 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its


 



    	A-5-3



    	 



    




 


agent (which may
be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final
distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any


 



    	A-5-4



    	 



    




 


reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor


 



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of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 



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The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 



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Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and 


 






    	A-5-8



    	 



    

 


Class
X-F Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E
and Class X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R
and Class LR Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the
Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



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IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-4 Certificate to be duly executed.


 


Dated: November 17, 2015


	 	 	 
		WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 


Certificate of Authentication


 


This is one of the Class
A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015


	 	 	 
		WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    	A-5-10



    	 



    


 


EXHIBIT A-6


 


FORM OF CLASS A-M CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED.


 


 






 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 



    	A-6-1



    	 



    

 


COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-M


 


	Class A-M Pass-Through Rate: A per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage Pass-Through Rate, and (ii) 4.158%	 	
        CUSIP:  12636FBM4

         

        ISIN:      US12636FBM41

	 	 	 
	Original Aggregate Certificate Balance of the Class A-M Certificates: $61,258,000	 	Initial Certificate Balance of this Certificate as of the Closing Date: $61,258,000
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: October 2025	 	No.: A-M-[_]


 


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class A-M Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class
XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 



    	A-6-2



    	 



    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class A-M Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class A-M Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate


 



    	A-6-3



    	 



    

 


Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any


 



    	A-6-4



    	 



    

 


Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in


 



    	A-6-5



    	 



    

 


connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 



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The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans or Serviced Loan Combinations which are required to be distributed on any Certificate,
without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby or which are required to be distributed to any Serviced Companion Loan Noteholders without the consent of such Serviced
Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 



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Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and


 



    	A-6-8



    	 



    

 


Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



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IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class A-M Certificate to be duly executed.


 


Dated: November 17, 2015


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 


Certificate of Authentication


 


This is one of the Class
A-M Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015





	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 



    	A-6-10



    	 



    

 


EXHIBIT A-7


 


FORM OF CLASS B CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED.


 


 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 



    	A-7-1



    	 



    

 


COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS B


 


	Class B Pass-Through Rate: A per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage Pass-Through Rate, and (ii) 4.459%	 	
        CUSIP:  12636FBN2

         

        ISIN:      US12636FBN24

	 	 	 
	Original Aggregate Certificate Balance of the

Class B Certificates: $51,649,000	 	Initial Certificate Balance of this Certificate as of the Closing Date: $51,649,000
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: October 2025	 	No.: B-[_]


 


This certifies that
[_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class
XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 



    	A-7-2



    	 



    

 


This Certificate represents
a beneficial interest in a “regular interest” in a “real estate mortgage investment conduit”, as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class B Certificates will be calculated based on a 360-day year consisting of
twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or,


 



    	A-7-3



    	 



    

 


otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection


 



    	A-7-4



    	 



    

 


Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as


 



    	A-7-5



    	 



    

 


provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 



    	A-7-6



    	 



    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans or Serviced Loan Combinations which are required to be distributed on any Certificate,
without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby or which are required to be distributed to any Serviced Companion Loan Noteholders without the consent of such Serviced
Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 



    	A-7-7



    	 



    

 


Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and


 



    	A-7-8



    	 



    

 


Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    	A-7-9



    	 



    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class B Certificate to be duly executed.


 


Dated: November 17, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class
B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    	A-7-10



    	 



    

 


EXHIBIT A-8


 


FORM OF CLASS C CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED.


 


 



 


1 Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 



    	A-8-1



    	 



    

 


COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS C


 


	Class C Pass-Through Rate: A per annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate	 	
        CUSIP:  12636FBP7

         

        ISIN:      US12636FBP71

	 	 	 
	Original Aggregate Certificate Balance of the

Class C Certificates: $43,241,000	 	Initial Certificate Balance of this Certificate as of the Closing Date: $43,241,000
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: October 2025	 	No.: C-[_]


 


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made
with respect to the Class C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans secured by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust
by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class
XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 



    	A-8-2



    	 



    

 


This Certificate represents
a beneficial interest in a “regular interest” in a “real estate mortgage investment conduit”, as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class C Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class C Certificates will be calculated based on a 360-day year consisting of
twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or,


 



    	A-8-3



    	 



    

 


otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection


 



    	A-8-4



    	 



    

 


Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as


 



    	A-8-5



    	 



    

 


provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 



    	A-8-6



    	 



    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans or Serviced Loan Combinations which are required to be distributed on any Certificate,
without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby or which are required to be distributed to any Serviced Companion Loan Noteholders without the consent of such Serviced
Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 



    	A-8-7



    	 



    

 


Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and


 



    	A-8-8



    	 



    

 


Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 



    	A-8-9



    	 



    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class C Certificate to be duly executed.


 


Dated: November 17, 2015


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class
C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    	A-8-10



    	 



    

 


EXHIBIT A-9


 


FORM OF CLASS D [RULE 144A] 1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE


 


 



 


1
For Rule 144A Global Certificates only.


 


2
For Reg S Global Certificates only.


 


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 



    	A-9-1



    	 



    

 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 



    	A-9-2



    	 



    

 


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 CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 


 



 


4
For Reg S Global Certificates only.


 



    	A-9-3



    	 



    

 


COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS D


 


	Class D Pass-Through Rate: A per annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate, minus 1.000%, but no less than 0.000%	 	
        CUSIP:  12636FAL75

                        U20248AF46

                        12636FAM57

         

        ISIN:      US12636FAL768

                        USU20248AF489

                        US12636FAM5910

	 	 	 
	Original Aggregate Certificate Balance of the

Class D Certificates: $28,828,000	 	Initial Certificate Balance of this Certificate: $[_]
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2025	 	No.: D-[_]


 


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),


 


 



 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates



 



    	A-9-4



    	 



    

 


and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class
XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class D Certificates will be calculated based on a 360-day year consisting of
twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 



    	A-9-5



    	 



    

 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any


 



    	A-9-6



    	 



    

 


interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate


 






    	A-9-7



    	 



    

 


Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at


 



    	A-9-8



    	 



    

 


the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans or Serviced Loan Combinations which are required to be distributed on any Certificate,
without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby or which are required to be distributed to any Serviced Companion Loan Noteholders without the consent of such Serviced
Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 



    	A-9-9



    	 



    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 



    	A-9-10



    	 



    

 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 



    	A-9-11



    	 



    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.




 



    	A-9-12



    	 



    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class D Certificate to be duly executed.


 


Dated: November 17, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class
D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 



    	A-9-13



    	 



    

 


EXHIBIT A-10


 


FORM OF CLASS E [RULE 144A] 1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE


 





 



 


1
For Rule 144A Global Certificates only.


 


2
For Reg S Global Certificates only.


 


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 



    	A-10-1



    	 



    

 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 



    	A-10-2



    	 



    

 


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 CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 


 



 


4
For Reg S Global Certificates only.


 



    	A-10-3



    	 



    

 


COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS E


 


	Class E Pass-Through Rate: A per annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate, minus 1.000%, but no less than 0.000%	 	
        CUSIP:  12636FAN35

        U20248AG26

        12636FAP87

         

        ISIN:      US12636FAN338

USU20248AG219

US12636FAP8010

	 	 	 
	Original Aggregate Certificate Balance of the

Class E Certificates: $24,022,000	 	Initial Certificate Balance of this Certificate: $[_]
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2025	 	No.: E-[_]


 


This certifies that [
] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),


 


 






 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates



 



    	A-10-4



    	 



    

 


and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class
XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class E Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class E Certificates will be calculated based on a 360-day year consisting of
twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 



    	A-10-5



    	 



    

 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any


 



    	A-10-6



    	 



    

 


interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate


 



    	A-10-7



    	 



    

 


Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at


 



    	A-10-8



    	 



    

 


the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 



    	A-10-9



    	 



    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 



    	A-10-10



    	 



    

 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 



    	A-10-11



    	 



    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.




 



    	A-10-12



    	 



    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class E Certificate to be duly executed.


 


Dated: November 17, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 


Certificate of Authentication


 


This is one of the Class
E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	A-10-13



    	 



    

 



EXHIBIT A-11


 


FORM OF CLASS F [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE


 


 






 


1 For Rule 144A Global Certificates
only.


 


2 For Reg S Global Certificates
only.


 


3 Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 






    	A-11-1



    	 



    

 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    	A-11-2



    	 



    

 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE
ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE
BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95 60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS
CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING
AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND
SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE
AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT
THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR
THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE


 






    	A-11-3



    	 



    

 


SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR
LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4 


 





 






 


4 For Reg S Global Certificates
only.


  






    	A-11-4



    	 



    

  





COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS F


 


	Class F Pass-Through Rate: 3.250%	 	
        CUSIP:    12636FAQ65

        U20248AH06

        12636FAR47

         

        ISIN:        US12636FAQ638

        USU20248AH049

        US12636FAR4710

         

	Original Aggregate Certificate Balance of the

Class F Certificates: $22,822,000	 	Initial Certificate Balance of this Certificate: $[_]
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2025		No.: F-[_]


  


This certifies that [
________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”), 


 


 












 


5 For
Rule 144A Certificates


6 For
Regulation S Certificates


7 For
IAI Certificates


8 For
Rule 144A Certificates


9 For
Regulation S Certificates


10
For IAI Certificates 







 






    	A-11-5



    	 



    

 


and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class
XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015.


 


During each Interest
Accrual Period (as defined below), interest on the Class F Certificates will be calculated based on a 360-day year consisting of
twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 






    	A-11-6



    	 



    

 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any


 






    	A-11-7



    	 



    

 


interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate


 






    	A-11-8



    	 



    

 


Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at


 






    	A-11-9



    	 



    

 


the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 






    	A-11-10



    	 



    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 






    	A-11-11



    	 



    

 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 






    	A-11-12



    	 



    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.




 






    	A-11-13



    	 



    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class F Certificate to be duly executed.


 


Dated: November 17, 2015





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







  


Certificate of Authentication


 


This is one of the Class
F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 






    	A-11-14



    	 



    

  




EXHIBIT A-12


 


FORM OF CLASS G [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE


 





 






 


1 For Rule 144A Global Certificates
only.


 


2 For Reg S Global Certificates
only.


 


3 Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement. 







 






    	A-12-1



    	 



    

 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    	A-12-2



    	 



    

 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE
ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE
BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95 60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS
CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING
AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND
SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE
AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT
THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR
THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE


 






    	A-12-3



    	 



    

 


SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR
LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 


 






 


4 For Reg S Global Certificates
only.


 










 






    	A-12-4



    	 



    

 


 




COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS G


 


	Class G Pass-Through Rate: 3.250%	 	
        CUSIP:     12636FAS25

        U20248AJ66

        12636FAT07

         

        ISIN:        US12636FAS208

        USU20248AJ699

        US12636FAT0310

         

	Original Aggregate Certificate Balance of the Class G Certificates:
    $10,810,000	 	Initial Certificate Balance of this Certificate: $[_]
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2025	 	No.: G -[_]


  


This certifies that [
________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”), 


 


 









 


5
For Rule 144A Certificates


6
For Regulation S Certificates


7
For IAI Certificates


8
For Rule 144A Certificates


9
For Regulation S Certificates


10
For IAI Certificates 







 






    	A-12-5



    	 



    

 


and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class
XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class G Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015.


 


During each Interest
Accrual Period (as defined below), interest on the Class G Certificates will be calculated based on a 360-day year consisting of
twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 






    	A-12-6



    	 



    

 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any


 






    	A-12-7



    	 



    

 


interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate


 






    	A-12-8



    	 



    

 


Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at


 






    	A-12-9



    	 



    

 


the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 






    	A-12-10



    	 



    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 






    	A-12-11



    	 



    

 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 






    	A-12-12



    	 



    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.




 






    	A-12-13



    	 



    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class G Certificate to be duly executed.


 


Dated: November 17, 2015 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory










  


Certificate of Authentication


 


This is one of the Class
G Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 









    	A-12-14



    	 



    

  





EXHIBIT A-13


 


FORM OF CLASS H [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE


 





 






 


1 For Rule 144A Global Certificates
only.


 


2 For Reg S Global Certificates
only.


 


3 Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement. 







 






    	A-13-1



    	 



    

 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    	A-13-2



    	 



    

 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE
ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE
BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95 60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS
CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING
AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND
SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE
AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT
THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR
THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE


 






    	A-13-3



    	 



    

 


SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR
LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 









 


4 For Reg S Global Certificates
only. 







 






    	A-13-4



    	 



    

  




COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS H


 


	Class H Pass-Through Rate: 3.250%	 	
        CUSIP:     12636FAU75

        U20248AK36

        12636FAV57

         

        ISIN:        US12636FAU758

        USU20248AK339

        US12636FAV5810

         

	Original Aggregate Certificate Balance of the Class H Certificates:
    $12,012,000	 	Initial Certificate Balance of this Certificate: $[_]
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2025	 	No.: H -[_]


  


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made
with respect to the Class H Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans secured by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust
by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),


 


 












 


5
For Rule 144A Certificates


6
For Regulation S Certificates


7
For IAI Certificates 


8
For Rule 144A Certificates 


9
For Regulation S Certificates 


10
For IAI Certificates


 






    	A-13-5



    	 



    

 


and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class
XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class H Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015.


 


During each Interest
Accrual Period (as defined below), interest on the Class H Certificates will be calculated based on a 360-day year consisting of
twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 






    	A-13-6



    	 



    

 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any


 






    	A-13-7



    	 



    

 


interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate


 






    	A-13-8



    	 



    

 


Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at


 






    	A-13-9



    	 



    

 


the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 






    	A-13-10



    	 



    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 






    	A-13-11



    	 



    

 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 






    	A-13-12



    	 



    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.




 






    	A-13-13



    	 



    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class H Certificate to be duly executed.


 


Dated: November 17, 2015





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







  


Certificate of Authentication


 


This is one of the Class
H Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 






    	A-13-14



    	 



    

  




EXHIBIT A-14


 


FORM OF CLASS J [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE


 





 






 


1 For Rule 144A Global Certificates
only.


 


2 For Reg S Global Certificates
only.


 


3 Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement. 







 






    	A-14-1



    	 



    









 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    	A-14-2



    	 



    

 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE
ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE
BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95 60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS
CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING
AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND
SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE
AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT
THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR
THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE


 






    	A-14-3



    	 



    

 


SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR
LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 


 









 


4 For Reg S Global Certificates
only. 





 






    	A-14-4



    	 



    




 



COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS J


 


	Class J Pass-Through Rate: 3.250%	 	
        CUSIP:     12636FAW35

        U20248AL16

        12636FAX17

         

        ISIN:        US12636FAW328

        USU20248AL169

        US12636FAX1510

         

	Original Aggregate Certificate Balance of the Class J Certificates:
    $33,632,147	 	Initial Certificate Balance of this Certificate: $[_]
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2025	 	No.: J -[_]


  


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made
with respect to the Class J Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans secured by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust
by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”), 


 


 












 


5
For Rule 144A Certificates


6
For Regulation S Certificates


7
For IAI Certificates


8
For Rule 144A Certificates


9
For Regulation S Certificates


10
For IAI Certificates 







 






    	A-14-5



    	 



    

 


and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class
XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class J Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015.


 


During each Interest
Accrual Period (as defined below), interest on the Class J Certificates will be calculated based on a 360-day year consisting of
twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 






    	A-14-6



    	 



    

 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any


 






    	A-14-7



    	 



    

 


interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate


 






    	A-14-8



    	 



    

 


Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at


 






    	A-14-9



    	 



    

 


the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 






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Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 






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		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 






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Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.




 






    	A-14-13



    	 



    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class J Certificate to be duly executed.


 


Dated: November 17, 2015





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







  


Certificate of Authentication


 


This is one of the Class
J Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory









 






    	A-14-14



    	 



    




 


EXHIBIT A-15


 


FORM OF CLASS XP-A CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS XP-A CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS XP-A CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS XP-A CERTIFICATES IS EQUAL TO AN AMOUNT AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 









 


1 Legend required as long as
DTC is the Depository under the Pooling and Servicing Agreement. 







 






    	A-15-1



    	 



    

  





COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS XP-A


 


	Class XP-A Pass-Through Rate: Variable	 	
        CUSIP:12636FBK8

         

        ISIN:    US12636FBK84

         

	Original Aggregate Notional Balance of the Class XP-A Certificates:
    $733,896,000	 	Initial Notional Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: June 2025	 	No.: XP-A-[__]


  


This certifies that [
________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class XP-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A,
Class XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class
G, Class H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement. 


 



    	A-15-2



    	 



    




 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class XP-A Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class XP-A Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate


 






    	A-15-3



    	 



    

 


Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any


 






    	A-15-4



    	 



    

 


Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in


 






    	A-15-5



    	 



    

 


connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 






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The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 






    	A-15-7



    	 



    

 


Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and


 






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Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. 



 



    	A-15-9



    	 



    




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class XP-A Certificate to be duly executed.


 


Dated: November 17, 2015





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory










 


Certificate of Authentication


 


This is one of the Class
XP-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory











 






    	A-15-10



    	 



    


 


EXHIBIT A-16


 


FORM OF CLASS XS-A CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS XS-A CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS XS-A CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS XS-A CERTIFICATES IS EQUAL TO AN AMOUNT AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 


1 Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.


 






    	A-16-1



    	 



    

 


 


  


 


COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS XS-A


 


	Class XS-A Pass-Through Rate: Variable	 	
        CUSIP:12636FBL6

         

        ISIN:US12636FBL67 

	 	 	 
	Original Aggregate Notional Balance of the

Class XS-A Certificates: $733,896,000	 	Initial Notional Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: October 2025	 	No.: XS-A-[__]





 


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made
with respect to the Class XS-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans secured by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust
by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class
XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 






    	A-16-2



    	 



    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class XS-A Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class XS-A Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate


 






    	A-16-3



    	 



    

 


Register.
The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate
at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting
as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any


 






    	A-16-4



    	 



    

 


Excess
Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts
on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental
indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to
the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating
to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage
Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other
than any interest earned on deposits in the Lock Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts,
to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals
may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in


 






    	A-16-5



    	 



    

 


connection
with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense
or other governmental charge payable in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A);
provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 






    	A-16-6



    	 



    

 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(v)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans or Serviced Loan Combinations which are required to be distributed on any Certificate,
without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby or which are required to be distributed to any Serviced Companion Loan Noteholders without the consent of such Serviced
Companion Loan Noteholders;



 


		(vi)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(vii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(viii)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any


 






    	A-16-7



    	 



    

 


Serviced
Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange
Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and


 






    	A-16-8



    	 



    

 


Class
X-F Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and
Class X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class
LR Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    	A-16-9



    	 



    




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class XS-A Certificate to be duly executed.


 


Dated: November 17, 2015 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







  


Certificate of Authentication


 


This is one of the Class
XS-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
    individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 






    	A-16-10



    	 



    

  


EXHIBIT A-17


 


FORM OF CLASS X-B [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE


 





 



 


1 For Rule 144A Global Certificates
only.


 


2 For Reg S Global Certificates
only.


 


3 Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 






    	A-17-1



    	 



    

 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE CERTIFICATE
REGISTRAR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER
IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-B CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-B CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL (OTHER THAN THE PAYMENT OF $100 ON THE FIRST DISTRIBUTION DATE WHICH WILL BE DEEMED
A PAYMENT OF PRINCIPAL ON THE PRINCIPAL BALANCE OF THE CLASS X-B CERTIFICATES FOR U.S. FEDERAL INCOME TAX PURPOSES). THE NOTIONAL
BALANCE OF THE CLASS X-B CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.
ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET
FORTH BELOW.


 






    	A-17-2



    	 



    

 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 



 


4 For Reg S Global Certificates
only.



 






    	A-17-3



    	 



    

 


COMM 2015-LC23 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-B


 


	
        Class X-B Pass-Through Rate: Variable

         

         

         
	 	
        CUSIP:    12636FAA15

U20248AA56

12636FAB97

         

        ISIN:        US12636FAA128

USU20248AA509

US12636FAB9410 

	 	 	 
	Original Aggregate Notional Balance of the

Class X-B Certificates: $94,890,000	 	Initial Notional Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: October 2025	 	No.: X-B-[__]


  


This certifies that
[_________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made
with respect to the Class X-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans secured by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust
by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant
to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof,
assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor


 





 



 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates



 






    	A-17-4



    	 



    

 


(the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A,
Class XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class
G, Class H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-B Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    	A-17-5



    	 



    

 


immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 






    	A-17-6



    	 



    

 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all


 






    	A-17-7



    	 



    

 


purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to


 






    	A-17-8



    	 



    

 


clause
(A); provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans or Serviced Loan Combinations which are required to be distributed on any Certificate,
without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby or which are required to be distributed to any Serviced Companion Loan Noteholders without the consent of such Serviced
Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 






    	A-17-9



    	 



    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 






    	A-17-10



    	 



    

 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 






    	A-17-11



    	 



    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    	A-17-12



    	 



    

  


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class X-B Certificate to be duly executed.


 


Dated: November 17, 2015 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 


Certificate of Authentication


 


This is one of the Class
X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 





 









    	A-17-13



    	 



    




 


EXHIBIT A-18


 


FORM OF CLASS X-C [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE


 





 



 


1 For Rule 144A Global Certificates
only.


 


2 For Reg S Global Certificates
only.


 


3 Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 






    	A-18-1



    	 



    

 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-C CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-C CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-C CERTIFICATES IS EQUAL TO AN AMOUNT AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 






    	A-18-2



    	 



    

 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.





 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4




 


 








 



 


4 For Reg S Global Certificates
only.


  






    	A-18-3



    	 



    

 


COMM 2015-LC23 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-C


 


	Class X-C Pass-Through Rate: Variable	 	
        CUSIP:    12636FAC75

U20248AB36

12636FAD57

         

        ISIN:       US12636FAC778

USU20248AB349

US12636FAD5010 

	 	 	 
	Original Aggregate Notional Balance of the

Class X-C Certificates: $52,850,000	 	Initial Notional Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2025	 	No.: X-C-[__]


  


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as


 





 



 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates



 






    	A-18-4



    	 



    

 


special
servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the “Operating
Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”), and Wells Fargo Bank,
National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), paying
agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class XS-A,
Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-C Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-C Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    	A-18-5



    	 



    

 


immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 






    	A-18-6



    	 



    

 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein) (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all


 






    	A-18-7



    	 



    

 


purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to


 






    	A-18-8



    	 



    

 


clause
(A); provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans or Serviced Loan Combinations which are required to be distributed on any Certificate,
without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby or which are required to be distributed to any Serviced Companion Loan Noteholders without the consent of such Serviced
Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 






    	A-18-9



    	 



    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 






    	A-18-10



    	 



    

 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 






    	A-18-11



    	 



    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    	A-18-12



    	 



    




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-C Certificate to be duly executed.


 


Dated: November 17, 2015 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 


Certificate of Authentication


 


This is one of the Class
X-C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Authenticating Agent




	 	 	 
	 	By:	 
	 	 	Authorized Signatory








 






    	A-18-13



    	 



    




 


EXHIBIT A-19


 


FORM OF CLASS X-D [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE


 





 



 


1 For Rule 144A Global Certificates
only.


 


2 For Reg S Global Certificates
only.


 


3 Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.


 







    	A-19-1



    	 



    

 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-D CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-D CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-D CERTIFICATES IS EQUAL TO AN AMOUNT AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 






    	A-19-2



    	 



    

 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE
ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE
BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95 60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS
CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING
AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND
SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE
AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT
THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR
THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF


 






    	A-19-3



    	 



    

 


ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR
LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4




 


 





 



 


4 For Reg S Global Certificates
only.



 






    	A-19-4



    	 



    

 


COMM 2015-LC23 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-D


 


	Class X-D Pass-Through Rate: Variable	 	
        CUSIP:    12636FAE35

        U20248AC16

        12636FAF07

         

        ISIN:        US12636FAE348

USU20248AC179

US12636FAF0910 

	 	 	 
	Original Aggregate Notional Balance of the

Class X-D Certificates: $22,822,000	 	Initial Notional Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2025	 	No.: X-D-[__]


 


 


This certifies that
[________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as


 








 



 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates 


 






    	A-19-5



    	 



    

 


special
servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the “Operating
Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”), and Wells Fargo Bank,
National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), paying
agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class XS-A,
Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-D Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month






    	A-19-6



    	 



    

 


immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 






    	A-19-7



    	 



    

 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein) (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all


 






    	A-19-8



    	 



    

 


purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to


 






    	A-19-9



    	 



    

 


clause
(A); provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Serviced Loan Combinations which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Serviced Companion Loan Noteholders without the consent of such Serviced Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 






    	A-19-10



    	 



    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 






    	A-19-11



    	 



    

 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 






    	A-19-12



    	 



    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    	A-19-13



    	 



    




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-D Certificate to be duly executed.


 


Dated: November 17, 2015 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class
X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Authenticating Agent




	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 






    	A-19-14



    	 



    

  


EXHIBIT A-20


 


FORM OF CLASS X-E [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE


 





 



 


1 For Rule 144A Global Certificates
only.


 


2 For Reg S Global Certificates
only.


 


3 Legend required as long
as DTC is the Depository under the Pooling and Servicing Agreement.



 






    	A-20-1



    	 



    

 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-E CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-E CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-E CERTIFICATES IS EQUAL TO AN AMOUNT AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.




 






    	A-20-2



    	 



    

 





THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE
ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE
BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95 60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS
CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING
AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND
SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE
AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT
THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR
THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE


 






    	A-20-3



    	 



    

 


SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR
LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4




 


 








 



 


4 For Reg S Global Certificates
only.


 







    	A-20-4



    	 



    

 


COMM 2015-LC23 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-E


 


	Class X-E Pass-Through Rate: Variable	 	
        CUSIP:    12636FAG85

        U20248AD96

        12636FAH67

         

        ISIN:        US12636FAG818

USU20248AD999

US12636FAH6410 

	 	 	 
	Original Aggregate Notional Balance of the

Class X-E Certificates: $22,822,000	 	Initial Notional Balance of this Certificate: $[_____]
	 	 	 
	First Distribution Date: December 11, 2015	 	Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date: November 2025	 	No.: X-E-[__]


  


This certifies that
[_________] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as


 








 



 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates


 







    	A-20-5



    	 



    

 


special
servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the “Operating
Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”), and Wells Fargo Bank,
National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), paying
agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A, Class XS-A,
Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class G, Class
H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued
under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This
Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not
defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-E Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-E Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    	A-20-6



    	 



    

 


immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall
accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 






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As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein) (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all


 






    	A-20-8



    	 



    

 


purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and
Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or
to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any
provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the
rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating
Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class
Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement;
(iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions
of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the
interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an
Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect
of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan
Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to


 






    	A-20-9



    	 



    

 


clause
(A); provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor.
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans or Serviced Loan Combinations which are required to be distributed on any Certificate,
without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby or which are required to be distributed to any Serviced Companion Loan Noteholders without the consent of such Serviced
Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which
are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer
or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan
Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement
without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby and the consent of any affected Serviced Companion Loan Noteholders.



 






    	A-20-10



    	 



    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 






    	A-20-11



    	 



    

 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D, Class X-E and Class X-F
Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D, Class X-E and Class
X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR
Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall
be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection
of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the
Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust
created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 






    	A-20-12



    	 



    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    	A-20-13



    	 



    




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-E Certificate to be duly executed.


 


Dated: November 17, 2015 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 


Certificate of Authentication


 


This is one of the Class
X-E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Authenticating Agent




	 	 	 
	 	By:	 
	 	 	Authorized Signatory








 






    	A-20-14



    	 



    


 


EXHIBIT A-21


 


FORM OF CLASS X-F [RULE 144A]1
[REG S]2
CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND
CLASS LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE 


 





 










 


1
For Rule 144A Global Certificates only.


 


2
For Reg S Global Certificates only.


 


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






     A-21-1


     


    





 


TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THE HOLDERS OF THIS CLASS X-F CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-F CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-F CERTIFICATES IS EQUAL TO AN AMOUNT AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 






     A-21-2


     


    




 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE
ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE
BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE
SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95 60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS
CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING
AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH
ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND
SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE
AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION
WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT
THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR
THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE


 






     A-21-3


     


    




 


SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR
LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4


 





 












 


4
For Reg S Global Certificates only.



 






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COMM 2015-LC23 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-F


 


	Class X-F Pass-Through Rate:  Variable	 	
        CUSIP:      12636FAJ25

                           U20248AE76

                           12636FAK97

         

        ISIN:          US12636FAJ218

                           USU20248AE729

                           US12636FAK9310

         

	Original Aggregate Notional Balance of the Class X-F Certificates:  $33,632,147	 	Initial Notional Balance of this Certificate:  $[_____]
	 	 	 
	First Distribution Date:  December 11, 2015	 	Cut-off Date:  The close of business on the later of the related due date for each Mortgage Loan in November 2015 and the date of origination of such Mortgage Loan
	 	 	 
	Assumed Final Distribution Date:  November 2025	 	No.:  X-F-[__]





 


This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
secured by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the
Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to
the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents
to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor,
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as


  





 





 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates



 






     A-21-5


     


    

 


special
servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the “Operating
Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”), and Wells Fargo Bank,
National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), paying
agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class XP-A,
Class XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F, Class
G, Class H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-F Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month


 






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immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held
by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from investment
of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 






     A-21-7


     


    

 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein) (i) such Mortgage Loans as from time to time are
subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest
in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents
and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional
security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral
Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the
Serviced Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest
Reserve Account and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto
and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to
the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged
Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements
with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage
Loans; (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the foregoing (other than any interest earned on deposits
in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs
to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above
accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all


 






     A-21-8


     


    

 


purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling
and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in
the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement
or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend
any provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain
the rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each
Rating Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling
Class Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing
Agreement; (iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with
the provisions of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material
respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing
by an Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder,
in respect of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion
Loan Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5
of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions
of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement
under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other
provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement
to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to


 






     A-21-9


     


    

 


clause
(A); provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor. 
Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such
party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced
Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion
of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each
applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to
Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder
affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan
Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans or Serviced Loan Combinations which are required to be distributed on any Certificate,
without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby or which are required to be distributed to any Serviced Companion Loan Noteholders without the consent of such Serviced
Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage
Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard
or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent
of any affected Serviced Companion Loan Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment
of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.



 






     A-21-10


     


    

 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 






     A-21-11


     


    

 


		(D)	the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid
Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees, the CREFC®
License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced
to zero, the Sole Certificateholder shall have the right to exchange all of the then-outstanding Certificates (other than (i) the
Class X-D, Class X-E and Class X-F Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights
of the Class X-D, Class X-E and Class X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii)
the Class V, Class R and Class LR Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition
pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event
shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on
the date hereof.


 






     A-21-12


     


    

 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






     A-21-13


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class X-F Certificate to be duly executed.


 


Dated: November 17, 2015


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 





Certificate of Authentication


 


This is one of the Class X-F
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  



     A-21-14


     


    

 


EXHIBIT A-22


 


FORM OF CLASS V CERTIFICATE


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND


 






     A-22-1


     


    

 


SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED
TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT. 


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 






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COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V 


 


	No.:  V-1	 	Percentage Interest: [_]%
	 	 	 
	 	 	
        CUSIP:      12636FAY91

                           U20248AM92

                           12636FAZ63

         

        ISIN:          US12636FAY974

                           USU20248AM985

                           US12636FAZ626 



  


This certifies that [                          ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class V Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor,
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class
XP-A, Class XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F,
Class G, Class H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 





 






 


1
For Rule 144A Certificates


 


2
For Regulation S Certificates


 


3
For IAI Certificates


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates



 






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This Certificate represents
a beneficial interest in a portion of a grantor trust under subpart E, part I of subchapter J of the Internal Revenue Code of 1986,
as amended (the “Code”), which portion includes the Excess Interest and any proceeds thereof in the Class V
Distribution Account.  Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class V Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or
if such sixth day is not a Business Day, then the next Business Day, commencing in December 2015. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in


 






     A-22-4


     


    




 


such
notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders, at their last
addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds
held, the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall
have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps
to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of
holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. If within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under
the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate
Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall
accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such


 






     A-22-5


     


    




 


interest
belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of
the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling
and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made


 






     A-22-6


     


    

 


in
the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement
or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend
any provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain
the rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each
Rating Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling
Class Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing
Agreement; (iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent
with the provisions of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced
in writing by an Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan
Noteholder, in respect of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and
Serviced Companion Loan Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance
with Rule 17g-5 of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to
the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and
Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing
Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling
and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made
pursuant to clause (A); provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense
of the Depositor.  Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the
Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the
Special Servicer without such party’s consent; and (b) shall not adversely affect in any material respect the interests
of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii)
through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a
No Downgrade Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC
or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard
to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan
Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion
Loan Noteholders; provided, that no such amendment may:


 






     A-22-7


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans or Serviced Loan Combinations which are required to be distributed on any Certificate,
without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby or which are required to be distributed to any Serviced Companion Loan Noteholders without the consent of such Serviced
Companion Loan Noteholders;



 


		(ii)	change the percentages of Voting Rights or Percentage
Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard
or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent
of any affected Serviced Companion Loan Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment
of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage
Loans is less than 1.0% of the aggregate Stated Principal Balance of the


 






     A-22-8


     


    

 


 Mortgage Loans as of the Cut-off Date) specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the
Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable
in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);



 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed
                                         Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation,
                                         Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator
                                         Fees, the CREFC® License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced
to zero, the Sole Certificateholder shall have the right to exchange all of the then-outstanding Certificates (other than (i) the
Class X-D, Class X-E and Class X-F Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights
of the Class X-D, Class X-E and Class X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii)
the Class V, Class R and Class LR Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and


 






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Servicing
Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator
shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations
of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the
Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced
Companion Loan Noteholder of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer,
as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c)
of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans
in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or
collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition
pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall
the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the
date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






     A-22-10


     


    




 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class V Certificate to be duly executed.


 


Dated: November 17, 2015


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 


Certificate of Authentication


 


This is one of the Class V
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory











 






     A-22-11


     


    

   


EXHIBIT A-23


 


FORM OF CLASS R CERTIFICATE


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(l) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN
AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE
TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF
SUCH PERSON OR ANY OTHER U.S. PERSON, (C) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY
ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY
BECOME DUE. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE
IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BECAUSE
THIS CERTIFICATE REPRESENTS A “NON ECONOMIC RESIDUAL INTEREST,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c),
TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR
UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO
THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO PAY A SPECIFIED AMOUNT TO THE PROPOSED TRANSFEREE OR TRANSFER
TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN REGULATIONS.


 






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THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE AGREED TO CONSENT TO ACT AS “TAX MATTERS PERSON” OF THE UPPER TIER REMIC AND TO THE APPOINTMENT
OF THE CERTIFICATE ADMINISTRATOR AS ATTORNEY IN FACT AND AGENT FOR THE TAX MATTERS PERSON OR AS OTHERWISE PROVIDED IN THE POOLING
AND SERVICING AGREEMENT TO PERFORM THE FUNCTIONS OF A “TAX MATTERS PARTNER” FOR PURPOSES OF SUBCHAPTER C OF CHAPTER
63 OF SUBTITLE F OF THE CODE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH


 






     A-23-2


     


    

 


 


TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED
TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT. 


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 






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COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS R


 


	No.: R-1	 	Percentage Interest: [_]%
	 	 	 
	 	 	
        CUSIP:   12636FBA01

         

        ISIN:       US12636FBA032



 


This certifies that [                          ] is the registered owner of the Percentage Interest evidenced by this Certificate in the Class R Certificates issued by the Trust
Fund. The Class R Certificateholder is not entitled to interest or principal distributions. The Class R Certificateholder will
be entitled to receive the proceeds of the remaining assets of the Upper Tier REMIC, if any, on the Final Scheduled Distribution
Date for the Certificates, after distributions in respect of any accrued but unpaid interest on the Certificates and after distributions
in reduction of principal balance have reduced the principal balances of the Certificates to zero. It is not anticipated that there
will be any assets remaining in the Upper Tier REMIC or Trust Fund on the Final Scheduled Distribution Date following the distributions
on the Regular Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor,
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class
XP-A, Class XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F,
Class G, Class H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 





 





1
For Rule 144A Certificates


2
For Rule 144A Certificates



 






     A-23-4


     


    




 


This Class R Certificate
represents the sole “residual interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be
the “tax matters person” for the Upper-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Certificate
Administrator is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax
matters person”.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for


 






     A-23-5


     


    

 


cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate
Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator
and (ii) the termination of the Trust Fund and distribution of such amounts to the Residual Certificateholders. No interest
shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held
by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from investment
of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 






     A-23-6


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling
and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in
the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement
or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend
any provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain
the rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each
Rating Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling
Class Representative or the right of the Controlling


 






     A-23-7


     


    

 


Class Representative
to receive information under the Pooling and Servicing Agreement; (iv) to amend or supplement a provision, or to supplement
any other provisions to the extent not inconsistent with the provisions of the Pooling and Servicing Agreement, or to effect any
other change which will not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion
Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of Counsel or, if solely affecting any Certificateholder
of a rated Class or Serviced Companion Loan Noteholder, in respect of which a No Downgrade Confirmation has been obtained relating
to the Certificates of a rated Class and Serviced Companion Loan Securities, if any; (v) to modify the procedures in the Pooling
and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; and (vi) in the event of a TIA Applicability
Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary
to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter
enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B)
to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent
with, and conform to, the modifications made pursuant to clause (A); provided that any amendment pursuant to this
clause (vi) shall be at the sole cost and expense of the Depositor.  Such amendment (a) shall not materially increase
the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5
Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto,
as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder
of a rated Class, receipt of a No Downgrade Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a
grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard
to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan
Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion
Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans or Serviced Loan Combinations which are required to be distributed on any Certificate,
without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby or which are required to be distributed to any Serviced Companion Loan Noteholders without the consent of such Serviced
Companion Loan Noteholders;



 






     A-23-8


     


    

 


		(ii)	change the percentages of Voting Rights or Percentage
Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard
or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent
of any affected Serviced Companion Loan Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment
of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month 



 






     A-23-9


     


    

 





			 preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);





 


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed
                                         Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation,
                                         Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator
                                         Fees, the CREFC® License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced
to zero, the Sole Certificateholder shall have the right to exchange all of the then-outstanding Certificates (other than (i) the
Class X-D, Class X-E and Class X-F Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights
of the Class X-D, Class X-E and Class X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii)
the Class V, Class R and Class LR Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee


 






     A-23-10


     


    

 


created
by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations of the Certificate Administrator
to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement)
shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced Companion Loan Noteholder of
all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required
under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier to occur of (i) the purchase
of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment
due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing
Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling
and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






     A-23-11


     


    

 





IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class R Certificate to be duly executed.


 


Dated: November 17, 2015


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Certificate of Authentication


 


This is one of the Class R
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory





 






     A-23-12


     


    







 


EXHIBIT A-24


 


FORM OF CLASS LR CERTIFICATE


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR,
THE CERTIFICATE REGISTRAR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(l) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN
AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE
TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF
SUCH PERSON OR ANY OTHER U.S. PERSON, (C) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY
ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY
BECOME DUE. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE
IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BECAUSE
THIS CERTIFICATE REPRESENTS A “NON ECONOMIC RESIDUAL INTEREST,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c),
TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR
UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO
THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO PAY A SPECIFIED AMOUNT TO THE PROPOSED TRANSFEREE OR TRANSFER
TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN REGULATIONS.


 






     A-24-1


     


    

 


THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE AGREED TO CONSENT TO ACT AS “TAX MATTERS PERSON” OF THE LOWER TIER REMIC AND TO THE APPOINTMENT
OF THE CERTIFICATE ADMINISTRATOR AS ATTORNEY IN FACT AND AGENT FOR THE TAX MATTERS PERSON OR AS OTHERWISE PROVIDED IN THE POOLING
AND SERVICING AGREEMENT TO PERFORM THE FUNCTIONS OF A “TAX MATTERS PARTNER” FOR PURPOSES OF SUBCHAPTER C OF CHAPTER
63 OF SUBTITLE F OF THE CODE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED
INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS
LR CERTIFICATES) TO INSTITUTIONS THAT ARE A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS
ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH
ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH


 






     A-24-2


     


    

 


 


TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A. 


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT
OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS
TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE
INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT
FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA
OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED
FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 






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COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS LR


 


	No.: LR-1	 	Percentage Interest: [_]%
	 	 	 
	 	 	
        CUSIP:   12636FBC61

         

        ISIN:        US12636FBC682 



  


This certifies that [                     ] is the registered owner of the Percentage Interest evidenced by this Certificate in the Class LR Certificates issued by the Trust
Fund. The Class LR Certificateholder is not entitled to interest or principal distributions. The Class LR Certificateholder will
be entitled to receive the proceeds of the remaining assets of the Lower Tier REMIC, if any, on the Final Scheduled Distribution
Date for the Certificates, after distributions in respect of any accrued but unpaid interest on the Certificates and after distributions
in reduction of principal balance have reduced the principal balances of the Certificates to zero. It is not anticipated that there
will be any assets remaining in the Lower Tier REMIC or Trust Fund on the Final Scheduled Distribution Date following the distributions
on the Regular Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured
by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee
and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), between the Depositor,
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners,
LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (the
“Operating Advisor”) Wilmington Trust, National Association, as trustee (the “Trustee”),
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class
XP-A, Class XS-A, Class A-M, Class B, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class D, Class E, Class F,
Class G, Class H, Class J, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Class LR Certificate
represents the sole “residual interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(2)


 





 





1
For Rule 144A Certificates


2
For Rule 144A Certificates



 






     A-24-4


     


    

 


and
860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat,
and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes
of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder
of the largest Percentage Interest in the Class LR Certificates shall be the “tax matters person” for the Lower-Tier
REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Certificate Administrator is hereby irrevocably designated
and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of
the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution
Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately
available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities
therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior
to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held in trust for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for
cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the
second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly
or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate
Administrator shall thereafter hold such


 






     A-24-5


     


    

 


amounts
for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing
Agreement and the transfer of such amounts to a successor certificate administrator and (ii) the termination of the Trust
Fund and distribution of such amounts to the Residual Certificateholders. No interest shall accrue or be payable to any Certificateholder
on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under
certain circumstances, and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO
Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security
agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans;
(vii) a security interest in all assets deposited in the LockBox Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve
Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts,
the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under
the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations
and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests; and (xiv)
the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and
Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender


 






     A-24-6


     


    

 


of
this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement. Upon surrender
for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing Agreement,
the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination as the Certificate
being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article V of the Pooling
and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any
agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced
Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling
and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in
the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement
or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective
or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend
any provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain
the rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each
Rating Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling
Class Representative or the right of the Controlling Class Representative to receive information under the Pooling and
Servicing Agreement; (iv) to amend or supplement a provision, or to supplement any other provisions to the extent not


 






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inconsistent
with the provisions of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any
material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced
in writing by an Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan
Noteholder, in respect of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and
Serviced Companion Loan Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance
with Rule 17g-5 of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to
the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and
Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing
Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling
and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made
pursuant to clause (A); provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense
of the Depositor.  Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the
Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the
Special Servicer without such party’s consent; and (b) shall not adversely affect in any material respect the interests
of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii)
through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a
No Downgrade Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC
or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates
representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard
to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan
Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion
Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing
of, payments received on the Mortgage Loans or Serviced Loan Combinations which are required to be distributed on any Certificate,
without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected
thereby or which are required to be distributed to any Serviced Companion Loan Noteholders without the consent of such Serviced
Companion Loan Noteholders;



 



     A-24-8


     


    




 


		(ii)	change the percentages of Voting Rights or Percentage
Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;



 


		(iii)	alter the Servicing Standard, the Operating Advisor Standard
or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent
of any affected Serviced Companion Loan Noteholders; or



 


		(iv)	amend any section hereof which relates to the amendment
of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage
Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and
from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may
amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary
to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates
are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and
would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion
Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act,
Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated
Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage
Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan,
at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the
last day of the month 



 






     A-24-9


     


    

 





			 preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);


  


		(B)	the fair market value of all other property included in the Trust Fund as of the last day of the
month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer
as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 


		(C)	all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage
Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding
such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and



 


		(D)	the aggregate amount of unreimbursed
                                         Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation,
                                         Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator
                                         Fees, the CREFC® License Fees and Trust Fund expenses.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class XP-A Notional Amount, the Class XS-A Notional Amount,
the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-SB, Class A-3, Class A-4, Class A-M, Class B, Class C, Class D and Class E Certificates is reduced
to zero, the Sole Certificateholder shall have the right to exchange all of the then-outstanding Certificates (other than (i) the
Class X-D, Class X-E and Class X-F Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights
of the Class X-D, Class X-E and Class X-F Certificates pursuant to the definition of “Sole Certificateholder” and (ii)
the Class V, Class R and Class LR Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written
notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement
shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled
to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and
Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor and the Trustee


 






     A-24-10


     


    




 


created
by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations of the Certificate Administrator
to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement)
shall terminate upon payment (or provision for payment) to the Certificateholders and the Serviced Companion Loan Noteholder of
all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required
under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier to occur of (i) the purchase
of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment
due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing
Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and
Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






     A-24-11


     


    

  


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class LR Certificate to be duly executed.


 


Dated: November 17, 2015


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


  


Certificate of Authentication


 


This is one of the Class LR
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: November 17, 2015


 





	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 





     A-24-12


     


    

 


 


 







 


EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 



    	 



    	 



    





	COMM 2015 - LC23 - Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Mortgage Loan	 	 	 	 	 	 	 	 	 	 	 	Mortage	 	Original Principal	 	Cut-off Date 	 	Maturity Date	 	Due
	ID	 	Loan Number	 	 Seller	 	Mortgage Loan Name	 	Street Address	 	City	 	State	 	Zip Code	 	Rate	 	Balance	 	Stated Principal Balance	 	or ARD	 	Date 
	OWL-150804-01	 	1	 	LCF/GACC	 	Equity Inns Portfolio	 	Various	 	Various	 	Various	 	Various	 	4.9600%	 	$80,000,000	 	$80,000,000.00 	 	10/6/2020	 	6
	OWL-150804-01.01	 	1.01	 	LCF/GACC	 	Homewood Suites Seattle	 	206 Western Avenue West	 	Seattle	 	WA	 	98119	 	4.9600%	 	$14,517,241	 	$14,517,241.38 	 	 	 	 
	OWL-150804-01.02	 	1.02	 	LCF/GACC	 	Homewood Suites Orlando	 	8745 International Drive	 	Orlando	 	FL	 	32819	 	4.9600%	 	$6,327,586	 	$6,327,586.21 	 	 	 	 
	OWL-150804-01.03	 	1.03	 	LCF/GACC	 	Courtyard Carlsbad	 	5835 Owens Avenue	 	Carlsbad	 	CA	 	92008	 	4.9600%	 	$5,034,483	 	$5,034,482.76 	 	 	 	 
	OWL-150804-01.04	 	1.04	 	LCF/GACC	 	Courtyard Houston	 	12401 Katy Freeway	 	Houston	 	TX	 	77079	 	4.9600%	 	$4,655,172	 	$4,655,172.42 	 	 	 	 
	OWL-150804-01.05	 	1.05	 	LCF/GACC	 	Homewood Suites Stratford	 	6905 Main Street	 	Stratford	 	CT	 	06614	 	4.9600%	 	$4,310,345	 	$4,310,344.82 	 	 	 	 
	OWL-150804-01.06	 	1.06	 	LCF/GACC	 	Hampton Inn Urbana	 	1200 West University Avenue	 	Urbana	 	IL	 	61801	 	4.9600%	 	$4,275,862	 	$4,275,862.07 	 	 	 	 
	OWL-150804-01.07	 	1.07	 	LCF/GACC	 	Springhill Suites Asheville	 	2 Buckstone Place	 	Asheville	 	NC	 	28805	 	4.9600%	 	$3,965,517	 	$3,965,517.24 	 	 	 	 
	OWL-150804-01.08	 	1.08	 	LCF/GACC	 	Hilton Garden Inn Louisville	 	1530 Alliant Avenue	 	Louisville	 	KY	 	40299	 	4.9600%	 	$3,948,276	 	$3,948,275.86 	 	 	 	 
	OWL-150804-01.09	 	1.09	 	LCF/GACC	 	Hampton Inn Orlando	 	8900 Universal Boulevard	 	Orlando	 	FL	 	32819	 	4.9600%	 	$3,844,828	 	$3,844,827.58 	 	 	 	 
	OWL-150804-01.10	 	1.1	 	LCF/GACC	 	Hampton Inn Austin	 	7619 Interstate 35 North	 	Austin	 	TX	 	78752	 	4.9600%	 	$3,793,103	 	$3,793,103.45 	 	 	 	 
	OWL-150804-01.11	 	1.11	 	LCF/GACC	 	Hampton Inn College Station	 	320 Texas Avenue South	 	College Station	 	TX	 	77840	 	4.9600%	 	$3,620,690	 	$3,620,689.66 	 	 	 	 
	OWL-150804-01.12	 	1.12	 	LCF/GACC	 	Hampton Inn Indianapolis	 	6817 East 82nd Street	 	Indianapolis	 	IN	 	46250	 	4.9600%	 	$3,120,690	 	$3,120,689.66 	 	 	 	 
	OWL-150804-01.13	 	1.13	 	LCF/GACC	 	TownePlace Suites Savannah	 	11309 Abercorn Street	 	Savannah	 	GA	 	31411	 	4.9600%	 	$2,931,034	 	$2,931,034.48 	 	 	 	 
	OWL-150804-01.14	 	1.14	 	LCF/GACC	 	Hampton Inn East Lansing	 	2500 Coolidge Road	 	East Lansing	 	MI	 	48823	 	4.9600%	 	$2,758,621	 	$2,758,620.69 	 	 	 	 
	OWL-150804-01.15	 	1.15	 	LCF/GACC	 	Hampton Inn Naperville	 	1087 East Diehl Road	 	Naperville	 	IL	 	60563	 	4.9600%	 	$2,517,241	 	$2,517,241.38 	 	 	 	 
	OWL-150804-01.16	 	1.16	 	LCF/GACC	 	Hilton Garden Inn Rio Rancho	 	1771 Rio Rancho Boulevard	 	Rio Rancho	 	NM	 	87124	 	4.9600%	 	$2,482,759	 	$2,482,758.62 	 	 	 	 
	OWL-150804-01.17	 	1.17	 	LCF/GACC	 	Courtyard Dalton	 	785 College Drive	 	Dalton	 	GA	 	30720	 	4.9600%	 	$2,034,483	 	$2,034,482.76 	 	 	 	 
	OWL-150804-01.18	 	1.18	 	LCF/GACC	 	Hampton Inn Alcoa	 	148 International Avenue	 	Alcoa	 	TN	 	37701	 	4.9600%	 	$1,706,897	 	$1,706,896.55 	 	 	 	 
	OWL-150804-01.19	 	1.19	 	LCF/GACC	 	Homewood Suites Augusta	 	1049 Stevens Creek Road	 	Augusta	 	GA	 	30907	 	4.9600%	 	$1,672,414	 	$1,672,413.79 	 	 	 	 
	OWL-150804-01.20	 	1.2	 	LCF/GACC	 	Residence Inn Jacksonville	 	1310 Airport Road	 	Jacksonville	 	FL	 	32218	 	4.9600%	 	$1,551,724	 	$1,551,724.14 	 	 	 	 
	OWL-150804-01.21	 	1.21	 	LCF/GACC	 	Hampton Inn Milford	 	129 Plains Road	 	Milford	 	CT	 	06460	 	4.9600%	 	$931,034	 	$931,034.48 	 	 	 	 
	GA45982	 	2	 	GACC	 	32 Avenue of the Americas	 	32 Avenue of the Americas	 	New York	 	NY	 	10013	 	4.8320%	 	$70,000,000	 	$70,000,000.00 	 	11/1/2025	 	1
	GA46356	 	3	 	GACC	 	11 Madison Avenue	 	11 Madison Avenue	 	New York	 	NY	 	10010	 	3.5602%	 	$69,600,000	 	$69,600,000.00 	 	9/6/2025	 	6
	OWL-150729-02	 	4	 	LCF	 	1209 DeKalb	 	1209 DeKalb Avenue	 	Brooklyn	 	NY	 	11221	 	4.7250%	 	$46,000,000	 	$46,000,000.00 	 	10/6/2020	 	6
	GA45913	 	5	 	GACC	 	Good Samaritan Medical Tower	 	1127 Wilshire Boulevard	 	Los Angeles	 	CA	 	90017	 	4.5400%	 	$42,700,000	 	$42,700,000.00 	 	9/6/2025	 	6
	OWL-150831-01	 	6	 	LCF	 	Harvey Building Products Portfolio	 	Various 	 	Various 	 	Various 	 	Various 	 	4.8500%	 	$42,000,000	 	$41,953,777.77 	 	10/6/2020	 	6
	OWL-150831-01.01	 	6.01	 	LCF	 	Londonderry Manufacturing	 	5 Jack’s Bridge Road	 	Londonderry	 	NH	 	03062	 	4.8500%	 	$8,113,636	 	$8,104,707.07 	 	 	 	 
	OWL-150831-01.02	 	6.02	 	LCF	 	Waltham Corporate	 	1400 Main Street	 	Waltham	 	MA	 	02451	 	4.8500%	 	$4,154,182	 	$4,149,610.02 	 	 	 	 
	OWL-150831-01.03	 	6.03	 	LCF	 	Dartmouth Manufacturing	 	7 Ledgewood Boulevard	 	North Dartmouth	 	MA	 	02714	 	4.8500%	 	$3,875,455	 	$3,871,189.50 	 	 	 	 
	OWL-150831-01.04	 	6.04	 	LCF	 	Nashua	 	90 Northeastern Boulevard	 	Nashua	 	NH	 	03062	 	4.8500%	 	$1,954,909	 	$1,952,757.66 	 	 	 	 
	OWL-150831-01.05	 	6.05	 	LCF	 	West Bridgewater	 	10 Turnpike Street	 	West Bridgewater	 	MA	 	02379	 	4.8500%	 	$1,813,636	 	$1,811,640.40 	 	 	 	 
	OWL-150831-01.06	 	6.06	 	LCF	 	Woburn	 	27-33 Commonwealth Avenue	 	Woburn	 	MA	 	01801	 	4.8500%	 	$1,794,545	 	$1,792,570.50 	 	 	 	 
	OWL-150831-01.07	 	6.07	 	LCF	 	Manchester, NH	 	344 East Industrial Park Drive	 	Manchester	 	NH	 	03109	 	4.8500%	 	$1,482,600	 	$1,480,968.36 	 	 	 	 
	OWL-150831-01.08	 	6.08	 	LCF	 	New London	 	1096 Hartford Turnpike	 	Waterford	 	CT	 	06385	 	4.8500%	 	$1,393,636	 	$1,392,102.62 	 	 	 	 
	OWL-150831-01.09	 	6.09	 	LCF	 	East Haven	 	221 Commerce Street	 	East Haven	 	CT	 	06512	 	4.8500%	 	$1,298,182	 	$1,296,753.13 	 	 	 	 
	OWL-150831-01.10	 	6.10	 	LCF	 	Salem	 	4 Raymond Avenue	 	Salem	 	NH	 	03079	 	4.8500%	 	$1,298,182	 	$1,296,753.13 	 	 	 	 
	OWL-150831-01.11	 	6.11	 	LCF	 	Bethlehem	 	2000 City Line Road	 	Bethlehem	 	PA	 	18017	 	4.8500%	 	$1,260,000	 	$1,258,613.33 	 	 	 	 
	OWL-150831-01.12	 	6.12	 	LCF	 	Lincoln	 	21 Wellington Road	 	Lincoln	 	RI	 	02865	 	4.8500%	 	$1,212,273	 	$1,210,938.59 	 	 	 	 
	OWL-150831-01.13	 	6.13	 	LCF	 	Berlin	 	272 Woodlawn Road	 	Berlin	 	CT	 	06037	 	4.8500%	 	$1,164,545	 	$1,163,263.83 	 	 	 	 
	OWL-150831-01.14	 	6.14	 	LCF	 	Woburn CPD	 	35 Commonwealth Avenue	 	Woburn	 	MA	 	01801	 	4.8500%	 	$1,145,455	 	$1,144,193.94 	 	 	 	 
	OWL-150831-01.15	 	6.15	 	LCF	 	Norwalk	 	256-258 Dr. Martin Luther King Jr. Drive	 	Norwalk	 	CT	 	06854	 	4.8500%	 	$954,545	 	$953,494.94 	 	 	 	 
	OWL-150831-01.16	 	6.16	 	LCF	 	Dartmouth	 	965 Reed Road	 	Dartmouth	 	MA	 	02747	 	4.8500%	 	$916,364	 	$915,355.15 	 	 	 	 
	OWL-150831-01.17	 	6.17	 	LCF	 	Braintree	 	320 Wood Road	 	Braintree	 	MA	 	02184	 	4.8500%	 	$859,091	 	$858,145.46 	 	 	 	 
	OWL-150831-01.18	 	6.18	 	LCF	 	Manchester, CT	 	730 Parker Street	 	Manchester	 	CT	 	06042	 	4.8500%	 	$801,818	 	$800,935.76 	 	 	 	 
	OWL-150831-01.19	 	6.19	 	LCF	 	Portland	 	401 Riverside Street	 	Portland 	 	ME	 	04103	 	4.8500%	 	$801,818	 	$800,935.76 	 	 	 	 
	OWL-150831-01.20	 	6.20	 	LCF	 	Norwalk	 	260 Dr. Martin Luther King Jr. Drive	 	Norwalk	 	CT	 	06854	 	4.8500%	 	$725,455	 	$724,656.17 	 	 	 	 
	OWL-150831-01.21	 	6.21	 	LCF	 	Warwick	 	45 Lori Ann Way	 	Warwick	 	RI	 	02886	 	4.8500%	 	$720,873	 	$720,079.39 	 	 	 	 
	OWL-150831-01.22	 	6.22	 	LCF	 	Fitchburg	 	133 Benson Street	 	Fitchburg	 	MA	 	01420	 	4.8500%	 	$617,782	 	$617,101.93 	 	 	 	 
	OWL-150831-01.23	 	6.23	 	LCF	 	Auburn	 	300 Washington Street	 	Auburn 	 	MA	 	01501	 	4.8500%	 	$597,164	 	$596,506.44 	 	 	 	 
	OWL-150831-01.24	 	6.24	 	LCF	 	Portsmouth	 	240 West Road	 	Portsmouth	 	NH	 	03801	 	4.8500%	 	$576,545	 	$575,910.94 	 	 	 	 
	OWL-150831-01.25	 	6.25	 	LCF	 	Southampton	 	99 Buck Road	 	Huntingdon Valley	 	PA	 	19006	 	4.8500%	 	$477,273	 	$476,747.48 	 	 	 	 
	OWL-150831-01.26	 	6.26	 	LCF	 	Hyannis	 	186 Breeds Hill Road	 	Hyannis	 	MA	 	02601	 	4.8500%	 	$453,218	 	$452,719.40 	 	 	 	 
	OWL-150831-01.27	 	6.27	 	LCF	 	Wilkes-Barre	 	936 Rutter Avenue	 	Forty Fort	 	PA	 	18704	 	4.8500%	 	$420,000	 	$419,537.78 	 	 	 	 
	OWL-150831-01.28	 	6.28	 	LCF	 	Berlin CPD	 	230 Woodlawn Road	 	Berlin	 	CT	 	06037	 	4.8500%	 	$410,455	 	$410,002.83 	 	 	 	 
	OWL-150831-01.29	 	6.29	 	LCF	 	Springfield	 	175 Carando Drive	 	Springfield	 	MA	 	01104	 	4.8500%	 	$381,818	 	$381,397.98 	 	 	 	 
	OWL-150831-01.30	 	6.30	 	LCF	 	White River Junction	 	1354 North Hartland Road	 	White River Junction	 	VT	 	05001	 	4.8500%	 	$324,545	 	$324,188.28 	 	 	 	 
	GA46319	 	7	 	GACC	 	Beach House Hilton Head	 	1 South Forest Beach Drive	 	Hilton Head Island	 	SC	 	29928	 	4.9000%	 	$40,000,000	 	$40,000,000.00 	 	10/6/2025	 	6
	20154900	 	8	 	JLC	 	Whitehall Hotel	 	105 East Delaware Place	 	Chicago	 	IL	 	60611	 	4.9900%	 	$36,000,000	 	$35,944,447.28 	 	10/6/2025	 	6
	GA45686	 	9	 	GACC	 	611 Cowper	 	611 Cowper Street	 	Palo Alto	 	CA	 	94301	 	4.3500%	 	$33,000,000	 	$32,914,514.46 	 	9/6/2025	 	6
	CCRE1	 	10	 	CCRE	 	Springfield Mall	 	1250 Baltimore Pike	 	Springfield Township	 	PA	 	19064	 	4.4485%	 	$32,500,000	 	$32,460,816.50 	 	10/6/2025	 	6
	OWL-150514-04	 	11	 	LCF	 	Laguna Niguel Town Center	 	30000-30192 Town Center Drive	 	Laguna Niguel	 	CA	 	92677	 	4.5170%	 	$26,500,000	 	$26,433,611.69 	 	9/6/2025	 	6
	CCRE2	 	12	 	CCRE	 	Hacienda Gardens	 	3001-3171 Meridian Avenue	 	San Jose	 	CA	 	95124	 	4.4905%	 	$24,000,000	 	$24,000,000.00 	 	11/6/2025	 	6
	CCRE3	 	13	 	CCRE	 	Washington Plaza	 	400-530 East Washington Boulevard	 	Los Angeles	 	CA	 	90015	 	4.6425%	 	$22,900,000	 	$22,873,569.61 	 	10/6/2025	 	6
	20154868	 	14	 	JLC	 	Carrollwood Station	 	8781 White Swan Drive	 	Tampa	 	FL	 	33614	 	5.3380%	 	$21,500,000	 	$21,500,000.00 	 	9/6/2020	 	6






    	 



    	 



    





	COMM 2015 - LC23 - Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Mortgage Loan	 	 	 	 	 	 	 	 	 	 	 	Mortage	 	Original Principal	 	Cut-off Date 	 	Maturity Date	 	Due
	ID	 	Loan Number	 	 Seller	 	Mortgage Loan Name	 	Street Address	 	City	 	State	 	Zip Code	 	Rate	 	Balance	 	Stated Principal Balance	 	or ARD	 	Date 
	CCRE4	 	15	 	CCRE	 	Murrieta Spectrum	 	25115 - 25175 Madison Avenue	 	Murrieta	 	CA	 	92562	 	4.9500%	 	$20,600,000	 	$20,600,000.00 	 	10/6/2020	 	6
	GA45743	 	16	 	GACC	 	Westin Lake Mary	 	2974 International Parkway	 	Lake Mary	 	FL	 	32746	 	5.1400%	 	$20,000,000	 	$20,000,000.00 	 	9/6/2025	 	6
	GA45894	 	17	 	GACC	 	Lake Creek Festival	 	13729 Research Boulevard	 	Austin	 	TX	 	78750	 	4.4600%	 	$19,750,000	 	$19,750,000.00 	 	10/6/2025	 	6
	20154852	 	18	 	JLC	 	Wedgewood Building	 	2015 Manhattan Beach Boulevard	 	Redondo Beach	 	CA	 	90278	 	4.7670%	 	$19,000,000	 	$18,978,685.64 	 	10/6/2025	 	6
	OWL-150713-02	 	19	 	LCF	 	Kenhorst Plaza	 	300 Kenhorst Plaza	 	Kenhorst	 	PA	 	19607	 	5.1000%	 	$18,300,000	 	$18,300,000.00 	 	10/6/2025	 	6
	CCRE5	 	20	 	CCRE	 	Addison Town Center	 	3740-3850 Beltline Road	 	Addison	 	TX	 	75001	 	4.7600%	 	$16,250,000	 	$16,231,741.27 	 	10/6/2025	 	6
	GA45533	 	21	 	GACC	 	A&H Olympic	 	210 East Olympic Boulevard	 	Los Angeles	 	CA	 	90015	 	4.1600%	 	$14,200,000	 	$14,200,000.00 	 	8/6/2025	 	6
	20143591	 	22	 	JLC	 	Brentwood Retail Center	 	11707-11715 Gorham Avenue	 	Brentwood	 	CA	 	90049	 	5.2165%	 	$13,300,000	 	$13,290,772.43 	 	10/6/2025	 	6
	GA45535	 	23	 	GACC	 	A&H Maple Avenue	 	1001 South Maple Avenue	 	Los Angeles	 	CA	 	90015	 	4.0100%	 	$13,000,000	 	$13,000,000.00 	 	9/6/2025	 	6
	OWL-150716-01	 	24	 	LCF	 	BJs Montgomeryville	 	724 Bethlehem Pike	 	Montgomeryville	 	PA	 	18936	 	4.7500%	 	$12,000,000	 	$11,986,485.65 	 	10/1/2025	 	1
	CCRE6	 	25	 	CCRE	 	Colerain Center	 	9470 Colerain Avenue	 	Colerain Township	 	OH	 	45251	 	4.7905%	 	$11,625,000	 	$11,625,000.00 	 	10/6/2025	 	6
	OWL-150812-02	 	26	 	LCF	 	Whitewater Place	 	2695 Satinwood Avenue Southeast	 	Grand Rapids	 	MI	 	49546	 	4.6500%	 	$11,500,000	 	$11,486,749.69 	 	10/6/2025	 	6
	GA45443	 	27	 	GACC	 	Brown Street Centre	 	255 East Brown Street	 	Birmingham	 	MI	 	48009	 	4.6600%	 	$11,300,000	 	$11,300,000.00 	 	10/6/2025	 	6
	CCRE7	 	28	 	CCRE	 	Biltmore Parks Apartments	 	1111 Vista Valet	 	San Antonio	 	TX	 	78216	 	4.8900%	 	$11,000,000	 	$11,000,000.00 	 	10/6/2025	 	6
	OWL-150514-05	 	29	 	LCF	 	Ortega Village - Retail	 	31654-31742 Rancho Viejo Road	 	San Juan Capistrano	 	CA	 	92675	 	4.6470%	 	$10,600,000	 	$10,574,134.02 	 	9/6/2025	 	6
	CCRE8	 	30	 	CCRE	 	Landings Shops and Offices 	 	Various	 	Avon Lake	 	OH	 	44012	 	4.9885%	 	$8,925,000	 	$8,915,490.08 	 	10/6/2025	 	6
	CCRE8.01	 	30.01	 	CCRE	 	Landings Shops and Offices	 	445 Avon Belden Road	 	Avon Lake	 	OH	 	44012	 	4.9885%	 	$4,462,500	 	$4,457,745.04 	 	 	 	 
	CCRE8.02	 	30.02	 	CCRE	 	Progressive Properties	 	450 Avon Belden Road	 	Avon Lake	 	OH	 	44012	 	4.9885%	 	$2,662,500	 	$2,659,663.01 	 	 	 	 
	CCRE8.03	 	30.03	 	CCRE	 	Kopf Offices	 	412 & 420 Avon Belden Road	 	Avon Lake	 	OH	 	44012	 	4.9885%	 	$1,800,000	 	$1,798,082.03 	 	 	 	 
	OWL-150722-02	 	31	 	LCF	 	Terraces on Second	 	507 South 2nd Street	 	Champaign	 	IL	 	61820	 	4.6940%	 	$8,600,000	 	$8,600,000.00 	 	9/6/2025	 	6
	OWL-150529-02	 	32	 	LCF	 	75 Executive Drive	 	75 Executive Drive	 	Aurora	 	IL	 	60504	 	4.4990%	 	$8,200,000	 	$8,169,532.58 	 	8/6/2025	 	6
	OWL-150811-01	 	33	 	LCF	 	Best Buy Boca Raton	 	20540 State Road 7	 	Boca Raton	 	FL	 	33498	 	4.6400%	 	$7,550,000	 	$7,550,000.00 	 	11/6/2025	 	6
	OWL-150901-01	 	34	 	LCF	 	Somerset Apartments	 	1101,1201 & 1205 Madeira Drive Southeast	Albuquerque	 	NM	 	87108	 	4.6700%	 	$7,500,000	 	$7,500,000.00 	 	10/6/2025	 	6
	GA45970	 	35	 	GACC	 	Walgreens VA Beach	 	645 First Colonial Road	 	Virginia Beach	 	VA	 	23451	 	4.6800%	 	$7,365,000	 	$7,365,000.00 	 	10/6/2025	 	6
	OWL-150618-01	 	36	 	LCF	 	Holiday Inn Express & Suites Rockport	 	925 Lady Claire Street	 	Rockport	 	TX	 	78382	 	5.1000%	 	$7,340,000	 	$7,328,897.19 	 	10/6/2025	 	6
	20154886	 	37	 	JLC	 	Commons at Pembroke	 	408 West Railroad Street	 	Pembroke	 	NC	 	28372	 	4.8600%	 	$7,200,000	 	$7,192,094.53 	 	10/6/2025	 	6
	OWL-150804-02	 	38	 	LCF	 	Monument Creek	 	85 Sunflower Road	 	Colorado Springs	 	CO	 	80907	 	4.4800%	 	$6,640,000	 	$6,640,000.00 	 	10/6/2025	 	6
	OWL-150514-03	 	39	 	LCF	 	High Country Plaza	 	15805-15817 Bernardo Center Drive	 	San Diego	 	CA	 	92127	 	4.5930%	 	$6,500,000	 	$6,483,964.11 	 	9/6/2025	 	6
	20154607	 	40	 	JLC	 	Williamsburg Center	 	Various	 	O’Fallon	 	IL	 	62269	 	4.7720%	 	$6,375,000	 	$6,364,770.59 	 	10/6/2025	 	6
	20154607.01	 	40.01	 	JLC	 	1734 Corporate Crossing	 	1734 Corporate Crossing	 	O'Fallon	 	IL	 	62269	 	4.7720%	 	$1,501,839	 	$1,499,428.85 	 	 	 	 
	20154607.02	 	40.02	 	JLC	 	1728 Corporate Crossing	 	1728 Corporate Crossing	 	O’Fallon	 	IL	 	62269	 	4.7720%	 	$1,444,076	 	$1,441,758.52 	 	 	 	 
	20154607.03	 	40.03	 	JLC	 	1722 Corporate Crossing	 	1722 Corporate Crossing	 	O’Fallon	 	IL	 	62269	 	4.7720%	 	$1,386,313	 	$1,384,088.17 	 	 	 	 
	20154607.04	 	40.04	 	JLC	 	1035 East Gate Drive	 	1035 Eastgate	 	O’Fallon	 	IL	 	62269	 	4.7720%	 	$677,340	 	$676,253.62 	 	 	 	 
	20154607.05	 	40.05	 	JLC	 	735 Seibert Road	 	735 Seibert Road	 	O’Fallon	 	IL	 	62269	 	4.7720%	 	$505,318	 	$504,506.67 	 	 	 	 
	20154607.06	 	40.06	 	JLC	 	703 Seibert Road	 	703 Seibert Road	 	O’Fallon	 	IL	 	62269	 	4.7720%	 	$440,809	 	$440,101.56 	 	 	 	 
	20154607.07	 	40.07	 	JLC	 	723 Seibert Road	 	723 Seibert Road	 	O’Fallon	 	IL	 	62269	 	4.7720%	 	$419,306	 	$418,633.20 	 	 	 	 
	20154882	 	41	 	JLC	 	Shops at Cardiff Ranch	 	4603 FM 1463	 	Katy	 	TX	 	77494	 	4.6000%	 	$6,350,000	 	$6,334,356.36 	 	9/6/2025	 	6
	GA45874	 	42	 	GACC	 	Cobblestone Court II	 	910-1010 Center Place Drive	 	Rochester	 	NY	 	14615	 	5.0000%	 	$5,200,000	 	$5,194,474.17 	 	10/6/2025	 	6
	OWL-150603-03	 	43	 	LCF	 	Hampton Inn & Suites – Portland	 	1705 Highway 181 North	 	Portland	 	TX	 	78374	 	4.9100%	 	$5,000,000	 	$4,988,390.58 	 	10/6/2025	 	6
	OWL-150430-03	 	44	 	LCF	 	40 Wall Street	 	40 Wall Street	 	New York	 	NY	 	10006	 	3.6650%	 	$5,000,000	 	$4,960,523.55 	 	7/6/2025	 	6
	CCRE9	 	45	 	CCRE	 	Palisades of Bridgeport	 	245-275, 315 Palisade Avenue	 	Bridgeport	 	CT	 	6610	 	5.1935%	 	$4,600,000	 	$4,595,331.40 	 	10/6/2025	 	6
	GA45951	 	46	 	GACC	 	Walgreens Frisco TX	 	3030 West Main Street	 	Frisco	 	TX	 	75034	 	4.5200%	 	$4,000,000	 	$3,979,897.18 	 	9/6/2025	 	6
	GA45952	 	47	 	GACC	 	Walgreens-Goodwill Missouri TX	 	4042 Lake Shore Harbour Boulevard	 	Missouri City	 	TX	 	77459	 	4.5200%	 	$4,000,000	 	$3,976,398.20 	 	9/6/2025	 	6
	CCRE10	 	48	 	CCRE	 	Warsaw Village	 	4665-4719 Richmond Road	 	Warsaw	 	VA	 	22572	 	5.2480%	 	$3,600,000	 	$3,600,000.00 	 	9/6/2020	 	6
	GA45929	 	49	 	GACC	 	Walton Shoppes	 	1266 Walton Boulevard	 	Rochester Hills	 	MI	 	48307	 	4.4100%	 	$3,500,000	 	$3,500,000.00 	 	11/6/2025	 	6
	OWL-150514-06	 	50	 	LCF	 	Ortega Village- Pads	 	31734-31736 Rancho Viejo Road	 	San Juan Capistrano	 	CA	 	92675	 	4.6470%	 	$3,500,000	 	$3,491,459.34 	 	9/6/2025	 	6
	20154480	 	51	 	JLC	 	691 14th Street Retail	 	691 14th Street, Northwest	 	Atlanta	 	GA	 	30318	 	4.8590%	 	$3,500,000	 	$3,487,946.36 	 	8/6/2025	 	6
	OWL-150426-02	 	52	 	LCF	 	Monte & Wishing Well	 	Various	 	Various	 	NY	 	Various	 	4.4550%	 	$3,325,000	 	$3,319,358.92 	 	10/6/2025	 	6
	OWL-150426-02.01	 	52.01	 	LCF	 	Monte Carlo MHC	 	4294 Caledonia Avon Road	 	Caledonia	 	NY	 	14423	 	4.4550%	 	$1,914,613	 	$1,911,365.00 	 	 	 	 
	OWL-150426-02.02	 	52.02	 	LCF	 	Wishing Well MHP	 	2469 State Route 444	 	Bloomfield	 	NY	 	14469	 	4.4550%	 	$1,410,387	 	$1,407,994.00 	 	 	 	 
	GA45925	 	53	 	GACC	 	Ferndale Avenue Shoppes	 	23123-23235 Woodward Avenue	 	Ferndale	 	MI	 	48220	 	4.3600%	 	$3,040,000	 	$3,032,409.94 	 	10/6/2025	 	6
	CCRE11	 	54	 	CCRE	 	Courtyard Self Storage	 	#40A & #40B Bay Road, 1, 2, & 3 East End Quarter	St. Thomas	 	USVI	 	00802	 	5.0800%	 	$3,000,000	 	$3,000,000.00 	 	10/6/2025	 	6
	OWL-150506-01	 	55	 	LCF	 	Bayonne MHP	 	197 West 24th Street	 	Bayonne	 	NJ	 	07002	 	4.5210%	 	$3,000,000	 	$2,996,441.23 	 	10/6/2025	 	6
	OWL-150803-01	 	56	 	LCF	 	Best Western Cleveland Airport	 	16501 Snow Road	 	Brook Park	 	OH	 	44142	 	5.2625%	 	$3,000,000	 	$2,993,358.51 	 	10/6/2025	 	6
	GA45924	 	57	 	GACC	 	Eureka Crossings	 	15200-15300 Eureka Road	 	Southgate	 	MI	 	48195	 	4.5100%	 	$2,350,000	 	$2,344,246.54 	 	10/6/2025	 	6
	OWL-150501-02	 	58	 	LCF	 	Family Dollar - Rose Hill	 	269 North Sycamore Street	 	Rose Hill	 	NC	 	28458	 	4.9400%	 	$997,500	 	$997,500.00 	 	10/6/2025	 	6
	OWL-150501-03	 	59	 	LCF	 	Family Dollar - Moultrie	 	2993 West Boulevard	 	Moultrie	 	GA	 	31768	 	4.9400%	 	$927,500	 	$927,500.00 	 	10/6/2025	 	6
	OWL-150501-05	 	60	 	LCF	 	Family Dollar - Biscoe	 	2804 NC Highway 24-27	 	Biscoe	 	NC	 	27209	 	4.9400%	 	$857,500	 	$857,500.00 	 	10/6/2025	 	6
	OWL-150501-04	 	61	 	LCF	 	Family Dollar - Rockingham	 	303 Airport Road	 	Rockingham	 	NC	 	28379	 	4.9400%	 	$819,000	 	$819,000.00 	 	10/6/2025	 	6
	OWL-141126-30	 	62	 	LCF	 	Dollar General - De Soto	 	1003 Guthrie Street	 	De Soto	 	IA	 	50069	 	5.2100%	 	$702,000	 	$702,000.00 	 	10/6/2025	 	6





    	 



    	 



    





	COMM 2015 - LC23 - Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Servicing Fee Rate	 	Interest	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Mortgage Loan	 	 	 	Current Monthly	 	Master Servicing	 	Primary Servicing	 	Accrual 	 	Letter of 	 	 	 	Part of	 	Leasehold	 	Current Mezzanine
	ID	 	Loan Number	 	 Seller	 	Mortgage Loan Name	 	Debt Service	 	Fee Rate	 	Fee Rate	 	Method	 	Credit	 	Post-ARD Revised Rate	 	Loan Combination	 	Interest	 	or Subordinate Debt
	OWL-150804-01	 	1	 	LCF/GACC	 	Equity Inns Portfolio	 	330,666.67	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	Yes	 	 	 	Yes
	OWL-150804-01.01	 	1.01	 	LCF/GACC	 	Homewood Suites Seattle	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.02	 	1.02	 	LCF/GACC	 	Homewood Suites Orlando	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.03	 	1.03	 	LCF/GACC	 	Courtyard Carlsbad	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.04	 	1.04	 	LCF/GACC	 	Courtyard Houston	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.05	 	1.05	 	LCF/GACC	 	Homewood Suites Stratford	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.06	 	1.06	 	LCF/GACC	 	Hampton Inn Urbana	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.07	 	1.07	 	LCF/GACC	 	Springhill Suites Asheville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.08	 	1.08	 	LCF/GACC	 	Hilton Garden Inn Louisville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.09	 	1.09	 	LCF/GACC	 	Hampton Inn Orlando	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.10	 	1.1	 	LCF/GACC	 	Hampton Inn Austin	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.11	 	1.11	 	LCF/GACC	 	Hampton Inn College Station	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.12	 	1.12	 	LCF/GACC	 	Hampton Inn Indianapolis	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.13	 	1.13	 	LCF/GACC	 	TownePlace Suites Savannah	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.14	 	1.14	 	LCF/GACC	 	Hampton Inn East Lansing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.15	 	1.15	 	LCF/GACC	 	Hampton Inn Naperville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.16	 	1.16	 	LCF/GACC	 	Hilton Garden Inn Rio Rancho	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.17	 	1.17	 	LCF/GACC	 	Courtyard Dalton	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.18	 	1.18	 	LCF/GACC	 	Hampton Inn Alcoa	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.19	 	1.19	 	LCF/GACC	 	Homewood Suites Augusta	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.20	 	1.2	 	LCF/GACC	 	Residence Inn Jacksonville	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150804-01.21	 	1.21	 	LCF/GACC	 	Hampton Inn Milford	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GA45982	 	2	 	GACC	 	32 Avenue of the Americas	 	281,866.67	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	Yes	 	 	 	 
	GA46356	 	3	 	GACC	 	11 Madison Avenue	 	206,491.60	 	0.0025%	 	0.00125%	 	Actual/360	 	None	 	NAP	 	Yes	 	Fee Simple/Leasehold	 	Yes
	OWL-150729-02	 	4	 	LCF	 	1209 DeKalb	 	181,125.00	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	Yes
	GA45913	 	5	 	GACC	 	Good Samaritan Medical Tower	 	161,548.33	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150831-01	 	6	 	LCF	 	Harvey Building Products Portfolio	 	221,630.57	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	Yes	 	 	 	 
	OWL-150831-01.01	 	6.01	 	LCF	 	Londonderry Manufacturing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.02	 	6.02	 	LCF	 	Waltham Corporate	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.03	 	6.03	 	LCF	 	Dartmouth Manufacturing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.04	 	6.04	 	LCF	 	Nashua	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.05	 	6.05	 	LCF	 	West Bridgewater	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.06	 	6.06	 	LCF	 	Woburn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.07	 	6.07	 	LCF	 	Manchester, NH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.08	 	6.08	 	LCF	 	New London	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.09	 	6.09	 	LCF	 	East Haven	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.10	 	6.10	 	LCF	 	Salem	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.11	 	6.11	 	LCF	 	Bethlehem	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.12	 	6.12	 	LCF	 	Lincoln	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.13	 	6.13	 	LCF	 	Berlin	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.14	 	6.14	 	LCF	 	Woburn CPD	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.15	 	6.15	 	LCF	 	Norwalk	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.16	 	6.16	 	LCF	 	Dartmouth	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.17	 	6.17	 	LCF	 	Braintree	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.18	 	6.18	 	LCF	 	Manchester, CT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.19	 	6.19	 	LCF	 	Portland	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.20	 	6.20	 	LCF	 	Norwalk	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.21	 	6.21	 	LCF	 	Warwick	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.22	 	6.22	 	LCF	 	Fitchburg	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.23	 	6.23	 	LCF	 	Auburn	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.24	 	6.24	 	LCF	 	Portsmouth	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.25	 	6.25	 	LCF	 	Southampton	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.26	 	6.26	 	LCF	 	Hyannis	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.27	 	6.27	 	LCF	 	Wilkes-Barre	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.28	 	6.28	 	LCF	 	Berlin CPD	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.29	 	6.29	 	LCF	 	Springfield	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150831-01.30	 	6.30	 	LCF	 	White River Junction	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GA46319	 	7	 	GACC	 	Beach House Hilton Head	 	163,333.33	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	20154900	 	8	 	JLC	 	Whitehall Hotel	 	210,242.72	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	GA45686	 	9	 	GACC	 	611 Cowper	 	164,277.89	 	0.0025%	 	0.0000%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	CCRE1	 	10	 	CCRE	 	Springfield Mall	 	163,679.72	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	Yes	 	 	 	 
	OWL-150514-04	 	11	 	LCF	 	Laguna Niguel Town Center	 	134,539.42	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	CCRE2	 	12	 	CCRE	 	Hacienda Gardens	 	89,810.00	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	CCRE3	 	13	 	CCRE	 	Washington Plaza	 	117,977.91	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	20154868	 	14	 	JLC	 	Carrollwood Station	 	95,639.17	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 






    	 



    	 



    



 


	COMM 2015 - LC23 - Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Servicing Fee Rate	 	Interest	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Mortgage Loan	 	 	 	Current Monthly	 	Master Servicing	 	Primary Servicing	 	Accrual 	 	Letter of 	 	 	 	Part of	 	Leasehold	 	Current Mezzanine
	ID	 	Loan Number	 	 Seller	 	Mortgage Loan Name	 	Debt Service	 	Fee Rate	 	Fee Rate	 	Method	 	Credit	 	Post-ARD Revised Rate	 	Loan Combination	 	Interest	 	or Subordinate Debt
	CCRE4	 	15	 	CCRE	 	Murrieta Spectrum	 	84,975.00	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	GA45743	 	16	 	GACC	 	Westin Lake Mary	 	85,666.67	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	GA45894	 	17	 	GACC	 	Lake Creek Festival	 	73,404.17	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	20154852	 	18	 	JLC	 	Wedgewood Building	 	99,307.78	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150713-02	 	19	 	LCF	 	Kenhorst Plaza	 	77,775.00	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	CCRE5	 	20	 	CCRE	 	Addison Town Center	 	84,865.67	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	GA45533	 	21	 	GACC	 	A&H Olympic	 	49,226.67	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	20143591	 	22	 	JLC	 	Brentwood Retail Center	 	68,970.99	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	Yes
	GA45535	 	23	 	GACC	 	A&H Maple Avenue	 	43,441.67	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150716-01	 	24	 	LCF	 	BJs Montgomeryville	 	62,597.68	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	CCRE6	 	25	 	CCRE	 	Colerain Center	 	46,407.97	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150812-02	 	26	 	LCF	 	Whitewater Place	 	59,298.23	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	GA45443	 	27	 	GACC	 	Brown Street Centre	 	43,881.67	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	CCRE7	 	28	 	CCRE	 	Biltmore Parks Apartments	 	44,825.00	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150514-05	 	29	 	LCF	 	Ortega Village - Retail	 	54,638.44	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	CCRE8	 	30	 	CCRE	 	Landings Shops and Offices 	 	47,848.62	 	0.0025%	 	0.0000%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	CCRE8.01	 	30.01	 	CCRE	 	Landings Shops and Offices	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CCRE8.02	 	30.02	 	CCRE	 	Progressive Properties	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CCRE8.03	 	30.03	 	CCRE	 	Kopf Offices	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150722-02	 	31	 	LCF	 	Terraces on Second	 	33,640.33	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150529-02	 	32	 	LCF	 	75 Executive Drive	 	41,543.32	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150811-01	 	33	 	LCF	 	Best Buy Boca Raton	 	29,193.33	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150901-01	 	34	 	LCF	 	Somerset Apartments	 	29,187.50	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	GA45970	 	35	 	GACC	 	Walgreens VA Beach	 	28,723.50	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150618-01	 	36	 	LCF	 	Holiday Inn Express & Suites Rockport	 	43,337.64	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	20154886	 	37	 	JLC	 	Commons at Pembroke	 	38,037.47	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150804-02	 	38	 	LCF	 	Monument Creek	 	24,789.33	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150514-03	 	39	 	LCF	 	High Country Plaza	 	33,294.70	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	20154607	 	40	 	JLC	 	Williamsburg Center	 	36,425.70	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	20154607.01	 	40.01	 	JLC	 	1734 Corporate Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20154607.02	 	40.02	 	JLC	 	1728 Corporate Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20154607.03	 	40.03	 	JLC	 	1722 Corporate Crossing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20154607.04	 	40.04	 	JLC	 	1035 East Gate Drive	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20154607.05	 	40.05	 	JLC	 	735 Seibert Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20154607.06	 	40.06	 	JLC	 	703 Seibert Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20154607.07	 	40.07	 	JLC	 	723 Seibert Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20154882	 	41	 	JLC	 	Shops at Cardiff Ranch	 	32,552.92	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	GA45874	 	42	 	GACC	 	Cobblestone Court II	 	27,914.72	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150603-03	 	43	 	LCF	 	Hampton Inn & Suites – Portland	 	32,749.70	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150430-03	 	44	 	LCF	 	40 Wall Street	 	25,475.81	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	Yes	 	Leasehold	 	 
	CCRE9	 	45	 	CCRE	 	Palisades of Bridgeport	 	25,240.63	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	GA45951	 	46	 	GACC	 	Walgreens Frisco TX	 	25,349.18	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	GA45952	 	47	 	GACC	 	Walgreens-Goodwill Missouri TX	 	27,095.27	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	CCRE10	 	48	 	CCRE	 	Warsaw Village	 	15,744.00	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	GA45929	 	49	 	GACC	 	Walton Shoppes	 	21,973.06	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150514-06	 	50	 	LCF	 	Ortega Village- Pads	 	18,041.00	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	20154480	 	51	 	JLC	 	691 14th Street Retail	 	18,488.31	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150426-02	 	52	 	LCF	 	Monte & Wishing Well	 	18,396.61	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150426-02.01	 	52.01	 	LCF	 	Monte Carlo MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWL-150426-02.02	 	52.02	 	LCF	 	Wishing Well MHP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GA45925	 	53	 	GACC	 	Ferndale Avenue Shoppes	 	19,003.57	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	CCRE11	 	54	 	CCRE	 	Courtyard Self Storage	 	12,700.00	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150506-01	 	55	 	LCF	 	Bayonne MHP	 	15,238.02	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150803-01	 	56	 	LCF	 	Best Western Cleveland Airport	 	20,236.28	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	GA45924	 	57	 	GACC	 	Eureka Crossings	 	14,879.95	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	NAP	 	 	 	 	 	 
	OWL-150501-02	 	58	 	LCF	 	Family Dollar - Rose Hill	 	4,106.38	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	The sum of the initial rate of 4.9400% and 4.0000%.	 	 	 	 	 	 
	OWL-150501-03	 	59	 	LCF	 	Family Dollar - Moultrie	 	3,818.21	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	The sum of the initial rate of 4.9400% and 4.0000%.	 	 	 	 	 	 
	OWL-150501-05	 	60	 	LCF	 	Family Dollar - Biscoe	 	3,530.04	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	The sum of the initial rate of 4.9400% and 4.0000%.	 	 	 	 	 	 
	OWL-150501-04	 	61	 	LCF	 	Family Dollar - Rockingham	 	3,371.55	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	The sum of the initial rate of 4.9400% and 4.0000%.	 	 	 	 	 	 
	OWL-141126-30	 	62	 	LCF	 	Dollar General - De Soto	 	3,047.85	 	0.0025%	 	0.0025%	 	Actual/360	 	None	 	The sum of the initial rate of 5.2100% and 4.0000%.	 	 	 	 	 	 




 



    	 



    	 



    








 


 


EXHIBIT
C-1


 


FORM
OF TRANSFEREE AFFIDAVIT


 


AFFIDAVIT
PURSUANT TO

SECTION 860E(e)(4) OF THE

INTERNAL REVENUE CODE OF

1986, AS AMENDED


	 	 
	STATE OF NEW YORK 	)
	 	)          ss:
	COUNTY OF NEW YORK	)



 


                                     ,
being first duly sworn, deposes and says:


 


1.           That
he/she is a                                      
of                                      
(the “Purchaser”), a                                      
duly organized and existing under the laws of the State of                                      
on behalf of which he/she makes this affidavit.


 


2.           That
the Purchaser’s Taxpayer Identification Number is                             .


 


3.           That the Purchaser
of the COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [R] [LR] (the “Class [R] [LR]
Certificate”) is a Permitted Transferee (as defined in Article I of the Pooling and Servicing Agreement, dated as of
November 1, 2015 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset
Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special
servicer, Park Bridge Lender Services LLC, as operating advisor, Wilmington Trust, National Association, as trustee, and Wells
Fargo Bank, National Association, as certificate administrator, paying agent and custodian, or is acquiring the Class [R] [LR]
Certificate for the account of, or as agent (including as a broker, nominee, or other middleman) for, a Permitted Transferee and
has received from such person or entity an affidavit substantially in the form of this affidavit.


 


4.           That
the Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future
and the Purchaser intends to pay taxes associated with holding the Class [R] [LR] Certificate as they become due.


 


5.           That
the Purchaser understands that it may incur tax liabilities with respect to the Class [R] [LR] Certificate in excess of any cash
flow generated by the Class [R] [LR] Certificate.


 


6.           That
the Purchaser will not transfer the Class [R] [LR] Certificate to any person or entity from which the Purchaser has not received
an affidavit substantially in the form of this affidavit or as to which the Purchaser has actual knowledge that the requirements


 



    	C-1-1



    	 



    

 


set forth in paragraph 3, paragraph 4 or paragraph 7 hereof are not satisfied or that the Purchaser has reason to know does not
satisfy the requirements set forth in paragraph 4 hereof.


 


7.           That
the Purchaser is not a Disqualified Non-U.S. Tax Person and is not purchasing the Class [R] [LR] Certificate for the account of,
or as an agent (including as a broker, nominee or other middleman) for, a Disqualified Non-U.S. Tax Person and is otherwise a
Permitted Transferee.


 


8.           That
the Purchaser agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the restrictions
on transfer of the Class [R] [LR] Certificate to a “disqualified organization,” an agent thereof, or a person that
does not satisfy the requirements of paragraph 4, paragraph 7 and paragraph 11 hereof.


 


9.           That,
if a “tax matters person” is required to be designated with respect to the [Upper-Tier REMIC] [Lower-Tier REMIC],
the Purchaser agrees to act as “tax matters person” and to perform the functions of “tax matters partner”
of the [Upper-Tier REMIC][Lower-Tier REMIC] pursuant to Section 4.04 of the Pooling and Servicing Agreement, and agrees to the
irrevocable designation of the Certificate Administrator as the Purchaser’s agent in performing the function of “tax
matters person” and “tax matters partner.”


 


10.         The
Purchaser agrees to be bound by and to abide by the provisions of Section 5.02 of the Pooling and Servicing Agreement concerning
registration of the transfer and exchange of the Class [R] [LR] Certificate.


 


11.         The
Purchaser will not cause income from the Class [R] [LR] Certificate to be attributable to a foreign permanent establishment or
fixed base, within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.


 


12.         Check
the applicable paragraph:


 


☐          The
present value of the anticipated tax liabilities associated with holding the Class [R] [LR] Certificate, as applicable, does not
exceed the sum of:


 


(i)           the
present value of any consideration given to the Purchaser to acquire such Class [R] [LR] Certificate;


 


(ii)          the
present value of the expected future distributions on such Certificate; and


 


(iii)         the
present value of the anticipated tax savings associated with holding such Class [R] [LR] Certificate as the related REMIC generates
losses.


 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Code Section
11(b) (but the tax rate in Code Section 55(b)(1)(B) may be used in lieu of the highest rate specified in Code Section 11(b) if
the Purchaser has been subject to the alternative minimum tax under Code Section 55 in the preceding two years and will compute
its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using
a


 



    	C-1-2



    	 



    

 


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 Class [R] [LR] Certificate complies with U.S. Treasury Regulations Section 1.860E 1(c)(5) and (6) and, accordingly,


 


(i)           the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E 1(c)(6)(i), as to which
income from the Class [R] [LR] Certificate will only be taxed in the United States;


 


(ii)          at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E 1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)         the
Purchaser will transfer the Class [R] [LR] Certificate only to another “eligible corporation,” as defined in U.S.
Treasury Regulations Section 1.860E 1(c)(6)(i), in a transaction that satisfies the requirements of Section 1.860E 1(c)(4)(i),
(ii) and (iii) and Section 1.860E 1(c)(5) of the U.S. Treasury Regulations; and


 


(iv)         the
Purchaser determined the consideration paid to it to acquire the Class [R] [LR] Certificate based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions,
tax rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐           None
of the above.


 


Capitalized
terms used but not defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on its behalf by its                                            
this          day of                        ,
20     . 







	 	 	 	 	 
	 	[The Purchaser]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  



    	C-1-3



    	 



    

  


Personally
appeared before me the above named                                 ,
known or proved to me to be the same person who executed the foregoing instrument and to be the of the Purchaser, and acknowledged
to me that he/she executed the same as his/her free act and deed and the free act and deed of the Purchaser.


 


Subscribed
and sworn before me this          day of                        ,
20     . 


	 	 	 	 
	NOTARY PUBLIC 	 
	 	 
	COUNTY OF 	 	 
	 	 
	STATE OF 	 	 


                                         


My commission
expires the          day of                        ,
20     .


 



    	C-1-4



    	 



    

 


EXHIBIT
C-2


 


FORM
OF TRANSFEROR LETTER


 


[Date]


 


Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: COMM 2015-LC23 Mortgage Trust 


 


	 	Re:	Pooling
    and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2015-LC23 Mortgage Trust Commercial
    Mortgage Pass-Through Certificates, Class [R] [LR]


 


Ladies and
Gentlemen:


 


[Transferor]
has reviewed the attached affidavit of [Transferee], and has no actual knowledge that such affidavit is not true or that [Transferee]
is not a Permitted Transferee (as defined in the Pooling and Servicing Agreement defined in the attached affidavit) and has no
actual knowledge or reason to know that the information contained in paragraphs 4, 7 and 11 thereof is not true.  No
purpose of [Transferor] relating to the transfer of the Class [R] [LR] Certificate by [Transferor] to [Transferee] is or
will be to impede the assessment of any tax.







	 	 	 
	 	Very truly yours,
	 	 	 
	 	[Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	C-2-1



    	 



    

 


EXHIBIT
D-1


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 





Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: COMM 2015-LC23 Mortgage Trust


 


Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


	 	Re:	COMM 2015-LC23
    Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [    ]


 


Ladies
and Gentlemen: 


 





This letter is delivered
pursuant to Section 5.02 of the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing
Agreement”), entered into and executed in connection with the above-referenced transaction, on behalf of the holders
of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”) with respect
to the transfer by [__________] (the “Seller”) to the undersigned (the “Purchaser”) of [$_____
aggregate Certificate Balance][_____% Percentage Interest] of Class [_____] Certificates, in certificated fully registered form
(such registered interest, the “Certificate”). Terms used but not defined herein shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows: 


 


	 	[For
    Institutional Accredited Investors only]  1. The Purchaser is an institutional investor that is an “accredited
    investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act
    of 1933, as amended (the “Securities Act”) or an entity in which all of the equity owners are institutional
    investors that are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation
    D promulgated under the Securities Act, and has such knowledge and experience in financial and business matters as to be capable
    of evaluating the merits and risks of the investment in the Certificate, and the Purchaser and any accounts for which the
    Purchaser is acting are each able to bear the economic risk of the investment.  The Purchaser is acquiring the Certificate
    for its own account or for one or more accounts (each of which is an Institutional Accredited Investor) as to each of which
    the Purchaser exercises sole investment discretion.  The Purchaser hereby undertakes to reimburse the Trust for
    any costs incurred by it in connection with this transfer.



 






    	D-1-1



    	 



    

 




	 	[For
    Qualified Institutional Buyers only]  1. The Purchaser is a “qualified institutional buyer” within the
    meaning of Rule 144A (“Rule 144A”) promulgated under the Securities Act of 1933, as amended (the
    “Securities Act”).  The Purchaser is aware that the transfer is being made in reliance on Rule
    144A, and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph
    (d)(4)(i) of Rule 144A.


 


	2.	The
    Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b)
    for reoffer, resale, pledge or other transfer to (i) “qualified institutional buyers” within the meaning of, and
    in transactions complying with, Rule 144A promulgated under the Securities Act, or (ii) institutional investors that are “accredited
    investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act
    or any entity in which all of the equity owners are institutional investors that are “accredited investors” within
    the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act, pursuant to any other
    exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to (a) the receipt
    by the Certificate Registrar of a letter substantially in the form hereof, (b) the receipt by the Certificate Registrar of
    an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
    with the Securities Act, (c) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate
    Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws
    (including applicable state and foreign securities laws), and (d) a written undertaking to reimburse the Trust for any costs
    incurred by it in connection with the proposed transfer. It understands that the Certificate (and any subsequent Individual
    Certificate) has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions
    of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent
    (or intent to resell to only certain investors in certain exempted transactions) as expressed herein.


 


	3.	The
    Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
    or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
    cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an
    exemption from such registration or qualification is available.


 


	4.	The Purchaser has reviewed the applicable Private
Placement Memorandum dated November [__], 2015, relating to the Certificates (the “Private Placement Memorandum”)
and the agreements and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning
the terms and conditions of the transactions contemplated by the Private Placement Memorandum.


 


	5.	The
    Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity
    as an owner of an Individual Certificate or Certificates, as the case may be (each, a
    “Certificateholder”), in all respects as if it were a signatory thereto.  This undertaking is
    made for the benefit of the Trust, the Trustee,
    the 



 



    	D-1-2



    	 



    

  


	 	Certificate
    Administrator, the Certificate Registrar and all Certificateholders present and future.



 


	6.	The
    Purchaser will not sell or otherwise transfer any portion of the Certificate, except in compliance with Section 5.02 of the
    Pooling and Servicing Agreement.






 


	7.	Check
    one of the following:


 


	 	☐	The
    Purchaser is a “U.S. Tax Person” (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”)
    Form W-9 (or successor form).



 


	 	☐	The
    Purchaser is not a “U.S. Tax Person” (as defined below) and under applicable law in effect on the date hereof,
    no taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made
    on the Certificate(s).  The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN (or successor form)
    if the Purchaser is an individual, or IRS Form W-8BEN-E (or successor form) if the Purchaser is an entity, which identifies
    such Purchaser as the beneficial owner of the Certificate(s) and states that such Purchaser is not a U.S. Tax Person, (ii) two
    duly executed copies of IRS Form W-8IMY (and all appropriate attachment or (iii)]* two duly executed copies of IRS Form W-8ECI
    (or successor form), which identify such Purchaser as the beneficial owner of the Certificate(s) and state that interest and
    original issue discount on the Certificate(s) is, or is expected to be, effectively connected with a U.S. trade or business.
    The Purchaser agrees to provide to the Certificate Registrar updated IRS Forms W-8BEN, IRS Forms W-8BEN-E, IRS Forms W-8IMY
    or IRS Forms W-8ECI, as the case may be, any applicable successor IRS forms, or such other certifications as the Certificate
    Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete,
    or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by
    it to the Certificate Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation,
partnership (except to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under
the laws of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or
partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration
of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or,
to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to
be treated as U.S. Tax Persons).


 


Please
make all payments due on the Certificates:**


 


(a)      by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 






    	D-1-3



    	 



    

  








	Account number:    	 
	 	 
	Institution:  	 



 


(b)      by
mailing a check or draft to the following address:


 


	 



 



 


	 
	 
	 



	 	 	 
	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


Dated:  ________________,
20___


 








 





* Delete
for Class R and Class LR. 


** Only to
be filled out by Purchasers of Individual Certificates.  Please select (a) or (b).


 



    	D-1-4



    	 



    

  


EXHIBIT
D-2


 


FORM
OF ERISA REPRESENTATION LETTER


 


[Date]


 





Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: COMM 2015-LC23 Mortgage Trust




Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye





 


	Re:	COMM 2015-LC23
    Mortgage Trust Commercial
    Mortgage Pass-Through Certificates, Class [   ]



 


Ladies and
Gentlemen:


 





_______________ (the
“Purchaser”) intends to purchase from (the “Seller”) [$_____ initial Certificate Balance][$_____
initial Notional Balance][ or _____% Percentage Interest] of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Class [_____], CUSIP No. _____ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement
dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), entered into and executed in connection
with the above-referenced transaction. All capitalized terms used herein and not otherwise defined shall have the meaning set
forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with,
the Depositor, the Certificate Administrator, the Certificate Registrar and the Trustee that:


 


The
Purchaser is not (a) an employee benefit plan or other retirement arrangement, including an individual retirement account or a
Keogh plan, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
Code Section 4975, a governmental plan, as defined in Section 3(32) of ERISA, or other plan subject to any federal, state or local
law (“Similar Law”) which is to a material extent similar to the foregoing provisions of ERISA or the Code
(each, a “Plan”), or (b) a collective investment fund whose underlying assets include Plan assets by reason
of a Plan’s investment in the collective investment fund (pursuant to U.S. Department of Labor Regulation Section 2510.3-101,
as modified by Section 3(42) of ERISA, or Similar Law), an insurance company using assets of separate accounts or general accounts
which are deemed pursuant to ERISA or any Similar Law to include assets of Plans, or other person acting on behalf of any such
Plan or using the assets of any such Plan, other than (except in the case of the Private Non-Regular Certificates) an insurance
company using the assets of its general account under circumstances whereby such purchase and the subsequent holding of such Certificate
by such insurance company would be exempt from the prohibited transaction provisions of Section 406 and 407 of ERISA


 



    	D-2-1



    	 



    

 


and
Code Section 4975 under Sections I and III of PTCE 95-60, or a substantially similar exemption under Similar Law; and


  


The
Purchaser understands that if the Purchaser is a person referred to in clause (a) or (b) above, except in the case of the Private
Non-Regular Certificates, which may not be transferred unless the transferee represents it is not such a person, such Purchaser
is required to provide to the Certificate Registrar any Opinions of Counsel, officers’ certificates or agreements as may
be required by such persons, and which establishes to the satisfaction of the Depositor, the Certificate Administrator and the
Certificate Registrar that the purchase and holding of the Certificates by or on behalf of a Plan will not constitute or result
in a non-exempt prohibited transaction within the meaning of Section 406 and Section 407 of ERISA or Code Section 4975 or any
corresponding provision of any Similar Law, and will not subject the Depositor, the Certificate Administrator, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Registrar to any obligation or liability (including
obligations or liabilities under ERISA, Code Section 4975 or Similar Law), which Opinions of Counsel, officers’ certificates
or agreements shall not be at the expense of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor,
the Certificate Administrator, the Trustee or the Certificate Registrar.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on this         day of
         , 20   .







	 	 	 
	 	Very truly yours,
	 	 	 
	 	[Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 



    	D-2-2



    	 



    

 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE


 


[Date]


 


Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: COMM 2015-LC23 Mortgage Trust


 


	 	Re:	Pooling
    and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2015-LC23 Mortgage Trust Commercial
    Mortgage Pass-Through Certificates


 


Dear
__________________:


 


In
connection with the administration of the Mortgage Files held by, or on behalf of, you as Custodian under the Pooling and Servicing
Agreement, the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by you
as Custodian with respect to the following described Mortgage Loan for the reason indicated below: 


	 	 	 	 	 	 
	 Mortgagor’s Name: 	 	 	 
	 	 	 
	 Address: 	 	 	 
	 	 	 
	 Asset No.: 	 	 	 



 


If
only particular documents in the Mortgage File are requested, please specify which:


 


Reason
for requesting file (or portion thereof):


 


	  _____      	1.	Mortgage Loan paid in full.  Such [Master Servicer] [Special
    Servicer][Other Servicer][Other Special Servicer] hereby certifies that all amounts received in connection with the Mortgage
    Loan have been or will be, following such [Master Servicer’s] [Special Servicer’s] [Other Servicer’s][Other
    Special Servicer’s] release of the Mortgage File, credited to the Collection Account pursuant to the Pooling and Servicing
    Agreement.


 


	  _____      	2.	The Mortgage Loan is being foreclosed.


 


	  _____      	3.	Other.  (Describe)


 


The
undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance
with the provisions of the


 



    	E-1



    	 



    

 


[Pooling and Servicing
Agreement][Other Pooling and Servicing Agreement] and will be returned to you or your designee within ten (10) days of
our receipt thereof, unless [the [Other Servicer][Other Special Servicer] requires such Mortgage File pursuant to the
applicable Intercreditor Agreement or Other Pooling and Servicing Agreement.][the Mortgage Loan has been paid in full or
otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently, or unless
the Mortgage Loan is being foreclosed,] in which case the Mortgage File (or such portion thereof) will be returned when no
longer required by us for such purpose.


 


Capitalized
terms used but not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.







	 	 	 
	 	[MASTER SERVICER][SPECIAL SERVICER][OTHER SERVICER][OTHER
    SPECIAL SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 



    	E-2



    	 



    

 


EXHIBIT
F


 


SECURITIES
LEGEND


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
(2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”),
TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED
INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A, (3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR,” WITHIN THE MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR AN ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501 (a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES)
TO AN INSTITUTION THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF
EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT
TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF
SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 



    	F-1



    	 



    

 



EXHIBIT G


 


FORM OF REGULATION S TRANSFER CERTIFICATE


 





Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: COMM 2015-LC23 Mortgage Trust


 


	 	Re:	Transfer of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [    ]


 

Ladies and Gentlemen:


 





This
certificate is delivered pursuant to Section 5.02 of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), entered into and executed in connection with the above referenced transaction, on behalf
of the holders of the COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass Through Certificates, Class [_] (the “Certificates”)
in connection with the transfer by the undersigned (the “Transferor”) to                                      
(the “Transferee”) of $                    
Certificate Balance of Certificates, in fully registered form (each, an “Individual Certificate”), or a
beneficial interest of such aggregate Certificate Balance in the Regulation S Global Certificate (the “Global Certificate”)
maintained by The Depository Trust Company or its successor as Depositary under the Pooling and Servicing Agreement (such transferred
interest, in either form, being the “Transferred Interest”).


 


In connection with such transfer,
the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth
in the Pooling and Servicing Agreement and the Certificates and (i) with respect to transfers made in accordance with Regulation
S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
the Transferor does hereby certify that:


 


(1)           the
offer of the Transferred Interest was not made to a person in the United States;


 


[(2)          at
the time the buy order was originated, the Transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed that the Transferee was outside the United States;]*


 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither there undersigned
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]*


 


 




 


*
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.



 






    	G-1



    	 



    

  


(3)           no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
and


 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


or (ii) with respect to transfers made in reliance
on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates that are being transferred are not
“restricted securities” as defined in Rule 144 under the Securities Act.


 


This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the Trustee,
the Operating Advisor, the Master Servicer and the Special Servicer.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:







 


Dated: ________________, 20__


 






    	G-2



    	 



    



 


EXHIBIT H


 


FORM OF TRANSFER CERTIFICATE


FOR EXCHANGE OR TRANSFER FROM RULE 144A


GLOBAL CERTIFICATE TO REGULATION S GLOBAL


CERTIFICATE DURING THE RESTRICTED PERIOD


 


(Exchanges or transfers pursuant to Section
5.02(c)(ii)(A) of


the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: COMM 2015-LC23 Mortgage Trust


 


	 	Re:	Transfer of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [    ]


 





Reference is hereby
made to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
entered into and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to US
$                    
aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of Rule 144A Global
Certificate (CUSIP No.                     )
with the Depository in the name of [insert name of transferor] (the “Transferor”).  The Transferor
has requested a transfer of such beneficial interest for an interest in the Regulation S Global Certificate (CUSIP No.                     )
to be held with [Euroclear] [Clearstream]* (Common Code) through the Depositary.


 


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such transfer has been effected in accordance with
the Transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby
certify that:


 


(1)           the
offer of the Certificates was not made to a person in the United States,


  


 


	 	 	 
	* Select appropriate depository.
	 	 



 



    	H-1



    	 



    

 


 


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any persons acting on
its behalf reasonably believed that the Transferee was outside the United States,]**






 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)           no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the Trustee,
the Operating Advisor, the Master Servicer and the Special Servicer.


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: ________________, 20__


 





 



 


	** Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.




 






    	H-2



    	 



    

 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE


FOR EXCHANGE OR TRANSFER FROM RULE 144A


GLOBAL CERTIFICATE TO REGULATION S GLOBAL


CERTIFICATE AFTER THE RESTRICTED PERIOD


 


(Exchange or transfers pursuant to


Section 5.02(c)(ii)(B) of the Pooling and
Servicing Agreement)


 





Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: COMM 2015-LC23 Mortgage Trust


 


	 	Re:	Transfer of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [    ]


 





Reference is hereby
made to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
entered into and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


The letter relates to U.S.
$                    
aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of the Rule 144A
Global Certificate (CUSIP No.                     )
with the Depository in the name of [insert name of transferor] (the “Transferor”).  The Transferor
has requested a transfer of such beneficial interest in the Certificates for an interest in the Regulation S Global Certificate
(Common Code No.                     ).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such transfer has been effected in accordance with
the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers made in reliance
on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor does hereby
certify that:


 


(1)           the
offer of the Certificates was not made to a person in the United States,


 


[(2)          at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed that the transferee was outside the United States,]*



 


 






	 	 	 
	* Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.




 






    	I-1



    	 



    

 


[(2)          the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)           no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;


 


or (ii) with respect to transfers made in reliance
on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates that are being transferred are not
“restricted securities” as defined in Rule 144 under the Securities Act.


 


This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the Trustee,
the Operating Advisor, the Master Servicer and the Special Servicer.

	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 

Dated: _______________, 20___


 






    	I-2



    	 



    

 


EXHIBIT J


 


FORM OF TRANSFER CERTIFICATE


FOR EXCHANGE OR TRANSFER FROM REGULATION
S GLOBAL


CERTIFICATE TO RULE 144A GLOBAL CERTIFICATE
DURING THE RESTRICTED PERIOD


 


(Exchange or transfers pursuant to Section
5.02(c)(ii)(C)


of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: COMM 2015-LC23 Mortgage Trust


 


	 	Re:	Transfer of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [    ]


 





Reference is hereby
made to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
entered into and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall
have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to U.S.
$                    
aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of the Regulation
S Global Certificate (CUSIP No.                     )
with [Euroclear] [Clearstream]* (Common Code                     )
through the Depository in the name of [insert name of transferor] (the “Transferor”).  The Transferor
has requested a transfer of such beneficial interest in the Certificates for an interest in the Regulation 144A Global Certificate
(CUSIP No.                     ).


 


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being transferred in accordance
with (i) the transfer restrictions set forth in the Pooling and Servicing Agreement and (ii) Rule 144A under the Securities Act
to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account with respect to which
the transferee exercises sole investment discretion and the transferee and any such account is “qualified institutional buyer”
within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States or an jurisdiction.


 





 






	 	 	 
	* Select appropriate depositary.




 






    	J-1



    	 



    

 


This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the Trustee,
the Operating Advisor, the Master Servicer and the Special Servicer.


  


	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


Dated: ______________, 20__


 






    	J-2



    	 



    

 


EXHIBIT K


 


FORM OF DISTRIBUTION DATE STATEMENT


 






    	K-1



    	 



    






 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	7-9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15-16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21-22	 	 	 
	 	 	 	 	Defeased Loan Detail	23	 	 	 
	 	 	 	 	Supplemental Reporting	24	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master Servicer	 	 	 	Special Servicer	 	 	 	Operating Advisor	 	 
	 	 	Deutsche Mortgage & Asset Receiving 
	 	 	 	Wells Fargo Bank, National Association	 	 	 	
LNR Partners, LLC	 	 	 	
Park Bridge Lender Services
LLC	 	 
	 	 	Corporation	 	 	 	550 S. Tryon Street, 14th Floor	 	 	 	1601 Washington Avenue	 	 	 	560 Lexington Avenue, 17th Floor	 	 
	 	 		 	 	 	Charlotte, NC 28202	 	 	 	Suite 700	 	 	 	New York, NY 10022	 	 
	 	 	60 Wall Street	 	 	 	 	 	 	 	Miami Beach, FL 33139	 	 	 	 	 	 
	 	 	New York, NY 10005 	 	 	 	Contact:	 	 	 	Contact:	 	 	 	 	 	 
	 	 	 	 	 	 	REAM_InvestorRelations@wellsfargo.com	 	 	 	Thomas F. Nealon, Esq., Steven A.
    	 	 	 	 	 	 
	 	 	Contact:               Helaine M. Kaplan	 	 	 		 	 	 	Rivers, Esq. and Job Warshaw	 	 	 	Contact:             David Rodgers	 	 
	 	 	Phone Number:  (212) 250-5270	 	 	 	Phone Number: (866) 898-1615	 	 	 	Phone Number: (305) 695-5600	 	 	 	Phone Number: (212) 310-9821	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties.  Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Please visit www.ctslink.com for additional information and special notices.  In addition, certificateholders may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  









    	Page 1 of 24



    	 



    

 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/

    Additional Trust

    Fund Expenses	 	Total

    Distribution	 	Ending

    Balance	 	Current

    Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-M	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	J	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	V	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	LR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	XP-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	XS-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	Page 2 of 24



    	 



    


 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-M	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	J	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	V	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	LR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	XP-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	XS-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-C	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-E	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    	Page 3 of 24



    	 



    

 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation Detail	 	 
	 	 	Principal Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
    Certificate Interest Reconciliation
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual
 Days	 	Accrued

    Certificate

    Interest	 	Net Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC CAP

    Shortfall	 	Additional

    Trust Fund

    Expenses	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

 Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	XP-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	XS-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-M	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	J	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    	Page 4 of 24



    	 



    

 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App. Red.	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling Class Information	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling Class:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Effective as of: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Controlling Class Representative:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Effective as of: 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1) The Available Distribution
        Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 5 of 24



    	 



    






 


 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid or advanced	0.00	 	 	Master Servicing Fee - Wells Fargo Bank,
    N.A.	0.00	 	 
	 	Interest reductions due to Non-Recoverability
    Determinations	0.00	 	 	Trustee Fee - Wilmington Trust, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administration Fee
    - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC Royalty License Fee	0.00	 	 
	 	Net Prepayment Interest Shortfall	0.00	 	 	Operating Advsior Fee - Park
    Bridge Lender Services LLC	0.00	 	 
	 	Net Prepayment Interest Excess	0.00	 	 	Total Fees	 	0.00	 
	 	Extension Interest	0.00	 	 	Additional Trust Fund Expenses:	 	 	 
	 	Interest Reserve Withdrawal	0.00	 	 	 	 	 	 
	 	Total Interest Collected	 	0.00	 	Reimbursement for Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Rating Agency Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees & Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal after Maturity
    Date	0.00	 	 	Taxes Imposed on Trust Fund	0.00	 	 
	 	Recoveries from Liquidation and Insurance
    Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional Trust Fund Expenses	 	0.00	 
	 	Negative Amortization	0.00	 	 	 	 	 	 
	 	Principal Adjustments	0.00	 	 	Interest Reserve Deposit	 	0.00	 
	 	Total Principal Collected	 	0.00	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders &
    Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield Maintenance	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield Maintenance	0.00	 	 
	 	Borrower Option Extension Fees	0.00	 	 	Borrower Option Extension Fees	0.00	 	 
	 	Equity Payments Received	0.00	 	 	Equity Payments Paid	0.00	 	 
	 	Net Swap Counterparty Payments Received	0.00	 	 	Net Swap Counterparty Payments Paid	0.00	 	 
	 	Total Other Collected	 	0.00	 	Total Payments to Certificateholders
    & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    	Page 6 of 24



    	 



    





 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

    Balance	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 7 of 24



    	 



    
 



 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 8 of 24



    	 



    




 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated Remaining Term (ARD and Balloon Loans)	 	Remaining Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization
    Term (ARD and Balloon Loans)	 	Age of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers
on an asset level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document
is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and the Certificate Administrator has not independently confirmed the accuracy of such information.	 	 
	 	 	 	 
	 	(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the
earlier of the Anticipated Repayment Date, if applicable, and the maturity date.	 	 
	 	 	 	 
	 	(3) Data in this table was calculated by allocating
pro-rata the current loan information to the properties based upon the Cut-off Date balance of each property as disclosed in
the offering document.	 	 
	 	 	 	 	 


 


    	Page 9 of 24



    	 



    




 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    
Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	        (3)
    Modification Code
	 	 	 
	 	MF 	-	   Multi-Family	OF	-	   Office	1	-	   Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	   Maturity Date Extension	 	 	 	 
	 	RT 	-	   Retail	MU	-	   Mixed Use	2 	-	   Foreclosure	7	-	REO	 	 	     Foreclosure	2	-	   Amortization Change	 	 	 	 
	 	HC	-	   Health Care	LO	-	   Lodging	3	-	   Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	   Principal Write-Off	 	 	 	 
	 	IN  	-	   Industrial	SS	-	   Self Storage	4	-	   Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	   Combination	 	 	 	 
	 	WH	-	   Warehouse	OT	-	   Other	5	-	   Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	 	 		 	 	 	 
	 	MH 	-	   Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 10 of 24



    	 



    

 

	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    
Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 11 of 24



    	 



    

 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


   
Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    	Page 12 of 24



    	 



    


 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    
Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 13 of 24



    	 



    


 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    
Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Mortgage

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	-  Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 	 
	 	 	 	 	  But Still in Grace Period	1	-  One Month Delinquent	 	 	  (Performing Matured Balloon)	2 	-	Foreclosure	7	-	REO	 	 	  Foreclosure	 	 
	 	 	 	 	  Or Not Yet Due	2	-  Two Months Delinquent	5	-	Non Performing Matured Balloon 	3 	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 	 
	 	 	B	-	Late Payment But Less	3	-  Three or More Months Delinquent 	 	 	 	4 	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 	 
	 	 	 	 	  Than 1 Month Delinquent	 	 	 	 	 	5 	-	Note Sale	 	 	  to Master Servicer	13	-	Other or TBD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 14 of 24



    	 



    


 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    
Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	NOI

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-   Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	 Multi-Family	OF	-	Office	 
	 	2	-   Foreclosure	7	-	REO	 	 	Foreclosure	RT	-	 Retail	MU	-	Mixed use	 
	 	3	-   Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	 Health Care	LO	-	Lodging	 
	 	4	-   Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	 Industrial	SS	-	Self Storage	 
	 	5	-   Note Sale	 	 	to Master Servicer	13	-	Other or TBD	WH	-	 Warehouse	OT	-	Other	 
	 	 	 	 	 	 	 	 	 	MH	-	 Mobile Home Park	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 15 of 24



    	 



    





 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    
Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date
	Appraisal
Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code
	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 
	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 16 of 24



    	 



    


 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    
Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    	Page 17 of 24



    	 



    


 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    
Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    	Page 18 of 24



    	 



    


 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    
Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 19 of 24



    	 



    



 






	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    
Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	Page 20 of 24



    	 



    


 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    
Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	Work Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 21 of 24



    	 



    


 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    
Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15




	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    	Page 22 of 24



    	 



    

 







	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    
Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



    	Page 23 of 24



    	 



    
 


	 	 	 	 
		COMM 2015-LC23 Mortgage Trust


    
Commercial Mortgage Pass-Through Certificates

    Series 2015-LC23	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	12/11/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/7/15



	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    	Page 24 of 24



    	 



    


 


EXHIBIT L-1A


 


FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER
PARTY


(FOR PERSONS OTHER THAN THE CONTROLLING CLASS
REPRESENTATIVE

AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 





Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – COMM 2015-LC23


 


	 	Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates


 


In accordance with the requirements
for obtaining certain information under the Pooling and Servicing Agreement with respect to the above-referenced certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.           The
undersigned is a certificateholder, beneficial owner or prospective purchaser of the Class ___ Certificates, and is neither the
Controlling Class Representative nor a Controlling Class Certificateholder.


 


2.           In
the case of a Publicly Offered Certificate, the undersigned has received a copy of the Prospectus.


 


3.           The
undersigned is not a Borrower Party.


 


4.           The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website.


 


In consideration of the
disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information confidential
(except (i) from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants, attorneys, affiliates (other than any with respect to any Mortgage Loan as to which such affiliate is a
Borrower Party and the related employees are involved in the management of any investment in the related Borrower or the related
Mortgaged Property), officers, directors, partners, employees, agents or representatives, and otherwise from such governmental
or banking authorities or agencies to which the undersigned is subject, (ii) to the extent such Information becomes generally
available and known to the public other than as a result of a disclosure directly or indirectly by the undersigned, (iii) to the
extent such Information was already known to the undersigned and not otherwise subject to a confidentiality obligation or becomes
available to the undersigned on a non-confidential basis from another source, (iv) to the extent such Information is independently
developed by the 


 






    	L-1A-1



    	 



    

 


 undersigned, and/or (v) to the extent such Information is requested by a judicial, administrative or government
agency or pursuant to a court order or a subpoena or in the opinion of the undersigned’s counsel disclosure is legally required
to be made in a judicial, administrative or governmental proceeding or filing, or pursuant to any law or regulation), and such
Information shall not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its
officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in
any manner whatsoever, in whole or in part.


 


The undersigned shall
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.           The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.


 


6.           The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


7.           Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the date certified.]

	 	 	 
	 	[Certificateholder][Beneficial Owner][Prospective Purchaser]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



 






    	L-1A-2



    	 



    

 




EXHIBIT L-1B


 


FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER
PARTY


(FOR THE CONTROLLING CLASS REPRESENTATIVE
AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 





	Wells
Fargo Bank, National Association

  Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention:  COMM 2015-LC23 Asset Manager	Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention:  Corporate Trust Services
– COMM 2015-LC23



with an electronic copy to:

trustadministrationgroup@wellsfargo.com
	 	 
	
        LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, Esq., Steven A. 

Rivers, Esq. and Job Warshaw
	Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention:  CMBS Trustee – COMM
2015-LC23
	 	 
	Park
Bridge Lender Services LLC

c/o Park Bridge Financial LLC

560 Lexington Avenue, 17th Floor

New York, New York 10022

Attention:  COMM 2015-LC23-Surveillance
Manager	 


 


	 	Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates


 


In accordance with the requirements
for obtaining certain information under the Pooling and Servicing Agreement with respect to the above-referenced certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.           The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


3.           The
undersigned is not a Borrower Party.


 


4.           The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website.


 












    	L-1B-1



    	 



    

 





In consideration of
the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information
confidential (except (i) from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants, attorneys, affiliates (other than any with respect to any Mortgage Loan as to
which such affiliate is a Borrower Party and the related employees are involved in the management of any investment in the
related Borrower or the related Mortgaged Property), officers, directors, partners, employees, agents or representatives, and
otherwise from such governmental or banking authorities or agencies to which the undersigned is subject, (ii) to the extent
such Information becomes generally available and known to the public other than as a result of a disclosure directly or
indirectly by the undersigned, (iii) to the extent such Information was already known to the undersigned and not otherwise
subject to a confidentiality obligation or becomes available to the undersigned on a non-confidential basis from another
source, (iv) to the extent such Information is independently developed by the undersigned, and/or (v) to the extent such
Information is requested by a judicial, administrative or government agency or pursuant to a court order or a subpoena or in
the opinion of the undersigned’s counsel disclosure is legally required to be made in a judicial, administrative or
governmental proceeding or filing, or pursuant to any law or regulation), and such Information shall not, without the prior
written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in
whole or in part.


 


The undersigned shall
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.



 


5.           The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.


 


6.           At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification
attached as Exhibit L-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit L-1E and Exhibit L-1F to the Pooling and Servicing Agreement.


 


7.           The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.           The
undersigned hereby certifies that an executed copy of this certification has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above.


  









    	L-1B-2



    	 



    

 


9.           Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.




 


[BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed
hereto by its duly authorized signatory, as of the date certified.]

	 	 	 
	 	[The Controlling Class Representative][a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:




 






    	L-1B-3



    	 



    

 




EXHIBIT L-1C


 


FORM OF INVESTOR CERTIFICATION FOR BORROWER
PARTY


(FOR PERSONS OTHER THAN THE CONTROLLING CLASS
REPRESENTATIVE

AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 





Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – COMM 2015-LC23


 


Wells
Fargo Bank, National Association

   Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: COMM 2015-LC23 Asset Manager


 


	 	Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates


 


In accordance with the requirements
for obtaining certain information under the Pooling and Servicing Agreement with respect to the above-referenced certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.           The
undersigned is a certificateholder, beneficial owner or prospective purchaser of the Class ___ Certificates, and is neither the
Controlling Class Representative nor a Controlling Class Certificatholder.


 


2            The
undersigned is a Borrower Party.


 


3.           The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website.


 





In consideration of
the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information confidential
(except (i) from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants, attorneys, affiliates (other than any with respect to any Mortgage Loan as to which such affiliate is a
Borrower Party and the related employees are involved in the management of any investment in the related Borrower or the related
Mortgaged Property), officers, directors, partners, employees, agents or representatives, and  


 






    	L-1C-1



    	 



    

 


otherwise from such
governmental or banking authorities or agencies to which the undersigned is subject, (ii) to  the extent such
Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly
by the undersigned, (iii) to the extent such Information was already known to the undersigned and not otherwise subject to a
confidentiality obligation or becomes available to the undersigned on a non-confidential basis from another source, (iv) to
the extent such Information is independently developed by the undersigned, and/or (v) to the extent such Information is
requested by a judicial, administrative or government agency or pursuant to a court order or a subpoena or in the opinion of
the undersigned’s counsel disclosure is legally required to be made in a judicial, administrative or governmental
proceeding or filing, or pursuant to any law or regulation), and such Information shall not, without the prior written
consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in
part.


 


The undersigned shall
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.           The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.


 


5.           The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


6.           Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY ITS CERTIFICATION HEREOF,
the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the date certified.]



	 	 	 
	 	[Certificateholder][Beneficial Owner][Prospective Purchaser]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:





 






    	L-1C-2



    	 



    

 


EXHIBIT L-1D


 


FORM OF INVESTOR CERTIFICATION FOR BORROWER
PARTY


(FOR THE CONTROLLING CLASS REPRESENTATIVE
AND/OR A CONTROLLING

CLASS CERTIFICATEHOLDER)


 


[Date]


 





	Wells
Fargo Bank, National Association

  Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention:  COMM
2015-LC23 Asset Manager	Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention:  Corporate Trust Services
– COMM 2015-LC23 



with an electronic copy to:

trustadministrationgroup@wellsfargo.com
	 	 
	
        LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, Esq., Steven A. 

Rivers, Esq. and Job Warshaw

         
	Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention:  CMBS Trustee – COMM
2015-LC23
	Park
Bridge Lender Services LLC

c/o Park Bridge Financial LLC

560 Lexington Avenue, 17th Floor

New York, New York 10022

Attention:  COMM 2015-LC23-Surveillance
Manager	 


  


	 	Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates


 


In accordance with the requirements
for obtaining certain information under the Pooling and Servicing Agreement with respect to the above-referenced certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.           The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2            The
undersigned is a Borrower Party with respect to the following Excluded Controlling Class Mortgage Loans:


 


[IDENTIFY EXCLUDED
CONTROLLING CLASS MORTGAGE LOANS] (the “Excluded Controlling Class Mortgage Loans”)





 






    	L-1D-1



    	 



    

 





3.           Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Pooling and
Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website.


 


In consideration of the
disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information confidential
(except (i) from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants, attorneys, affiliates (other than any with respect to any Mortgage Loan as to which such affiliate is a
Borrower Party and the related employees are involved in the management of any investment in the related Borrower or the related
Mortgaged Property), officers, directors, partners, employees, agents or representatives, and otherwise from such governmental
or banking authorities or agencies to which the undersigned is subject, (ii) to the extent such Information becomes generally
available and known to the public other than as a result of a disclosure directly or indirectly by the undersigned, (iii) to the
extent such Information was already known to the undersigned and not otherwise subject to a confidentiality obligation or becomes
available to the undersigned on a non-confidential basis from another source, (iv) to the extent such Information is independently
developed by the undersigned, and/or (v) to the extent such Information is requested by a judicial, administrative or government
agency or pursuant to a court order or a subpoena or in the opinion of the undersigned’s counsel disclosure is legally required
to be made in a judicial, administrative or governmental proceeding or filing, or pursuant to any law or regulation), and such
Information shall not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its
officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in
any manner whatsoever, in whole or in part.





 


The undersigned shall not
use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.           The undersigned
hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the
Pooling and Servicing Agreement) relating to the Excluded Controlling Class Mortgage Loans to the extent the undersigned receives
access to such Excluded Information on the Certificate Administrator’s website or otherwise receives access to such Excluded
Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


5.           The undersigned
shall be fully liable for any breach of this agreement by itself or any of its Representative and shall indemnify each party to
the Pooling and Servicing Agreement, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense
incurred thereby with respect o any such breach by the undersigned or any of its Representatives.


 









    	L-1D-2



    	 



    

 





6.           To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or
otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not
directly or indirectly provide such Excluded Information to the related Borrower or (A) any employees or personnel of
the undersigned or any Affiliate involved in the management of any investment in the related Borrower or the related
Mortgaged Property or (B) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in
the related Borrower, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in
order to comply with the obligations described in clause (i) above.


 


7.           The undersigned
agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified
that the representations and covenants contained herein remain true and correct.


 


8.           The undersigned
hereby certifies that an executed copy of this certification has been delivered in accordance with the notice provisions
of the Agreement to each of the addressees listed above.


 


9.           Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY ITS CERTIFICATION HEREOF,
the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the date certified.]

	 	 	 
	 	[The Controlling
Class Representative][a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



 






    	L-1D-3



    	 



    

  


EXHIBIT L-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	Wells
Fargo Bank, National Association

  Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention:  COMM 2015-LC23
Asset Manager	
        Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – COMM 2015-LC23

         

        with an electronic copy to:

trustadministrationgroup@wellsfargo.com

	 	 
	
        LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, Esq., Steven A. 

Rivers, Esq. and Job Warshaw
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention:  CMBS Trustee – COMM 2015-LC23
	 	 
	Park Bridge Lender Services LLC

c/o Park Bridge Financial LLC

560 Lexington Avenue, 17th Floor

New York, New York 10022

Attention:  COMM 2015-LC23-Surveillance Manager	 



 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


THIS NOTICE IDENTIFIES
AN “EXCLUDED CONTROLLING CLASS MORTGAGE LOAN” RELATING TO THE COMM 2015-LC23 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.32 OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with Section
4.02(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.           The
undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof. 


 



    	L-1E-1



    	 



    




 


2.           The
undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”): 


 


	Mortgage Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 


 


3.           As
of the date above, the undersigned is the beneficial owner of the following certificates and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including the Certificate
Administrator’s determination as to whether a Control Termination Event or Consultation Termination Event is in effect: 


 


	CUSIP	Outstanding Certificate Balance	Initial Certificate Balance	Class
	 	 	 	 


 


4.           The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit
L-1F to the Pooling and Servicing Agreement, requesting termination of access to any Excluded Information subject to section 3.14
of the Pooling and Servicing Agreement. The undersigned acknowledges that it is not permitted to access and shall not access any
Excluded Information relating to the Excluded Controlling Class Mortgage Loans listed in Paragraph 2 above on the Certificate Administrator’s
website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling Class Holder status
and (ii) submitted a new investor certification in accordance with Section 4.02(b) of the Pooling and Servicing Agreement.


 


5.           The undersigned agrees
to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial Purchasers and
the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity)
arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting
on its behalf of any Excluded Information relating to the Excluded Controlling Class Mortgage Loans listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement. 


 






    	L-1E-2



    	 



    




 


IN WITNESS WHEREOF, the
undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized
officer, as of the day and year written above.





	 	 	 
	 	[Controlling Class Representative]
[a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	Email:
	 	 	Address:


 






    	L-1E-3



    	 



    

 


EXHIBIT
L-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via:
Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – COMM 2015-LC23

cts.cmbs.bond.admin@wellsfargo.com

         

        with a copy to:

         

        Wells Fargo Bank,
National Association

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention: COMM 2015-LC23




 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In accordance with Section
4.02(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.           The undersigned is
the [Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


 


2.           The
undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”): 


 


	Mortgage Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    	L-1F-1



    	 



    

 


3.           The
following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the COMM 2015-LC23 Mortgage Trust securitization should be revoked as to such users:


	 
	 
	 
	 
	 
	 
	 






 


4.          The undersigned acknowledges that, subject to
its rights under Section 3.14 of the Pooling and Servicing Agreement, it is not permitted to access and shall not access any Excluded
Information with respect to such Excluded Controlling Class Mortgage Loans listed on Paragraph 2 above on the Certificate Administrator’s
website unless and until it (i) is no longer an Excluded Controlling Class Holder with respect to such Excluded Controlling Class
Mortgage Loans, (ii) has delivered notice of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit L-1E to the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized
officer, as of the day and year written above.





	 	 	 
	 	 	[Controlling Class Representative] [a Controlling Class Certificateholder]
	 	 	 
	 		 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	Email:
	 	 	Address:


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


  






    	L-1F-2



    	 



    

 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


	 	 	 
	Name:	 	 
	Title:	 	 



 






    	L-1F-3



    	 



    

 


EXHIBIT L-1G 


Form
of Certification of the Controlling Class Representative


 


[Date]


 


	Wells Fargo Bank, National
Association

  Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention:  COMM 2015-LC23 Asset Manager	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention:  Corporate Trust Services – COMM 2015-LC23
	 	 
	
        LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention:  CMBS Trustee – COMM 2015-LC23
	 	 
	Park Bridge Lender Services LLC

c/o Park Bridge Financial LLC

560 Lexington Avenue, 17th Floor

New York, New York 10022

Attention:  COMM 2015-LC23-Surveillance Manager	 



 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In accordance with Section
3.29(a) of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.           The undersigned
has been appointed to act as the Controlling Class Representative.


 


2.           The undersigned
is not a Borrower Party.


 


3.           If the undersigned
becomes a Borrower Party with respect to any Mortgage Loan, the undersigned agrees to and shall deliver the certification attached
as Exhibit L-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
L-1E and Exhibit L-1F to the Pooling and Servicing Agreement.


 


4.           The undersigned
hereby certifies that an executed copy of this certification has been delivered in accordance with the Pooling and Servicing Agreement
to each of the addressees listed above.


 






    	L-1G-1



    	 



    

 


5.           Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY ITS CERTIFICATION
HEREOF, the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the date certified.]



	 	 	 
	 	[The Controlling
Class Representative][a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:








 






    	L-1G-2



    	 



    

 


EXHIBIT L-2


 


FORM OF FINANCIAL MARKET PUBLISHER CERTIFICATION


 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor.






 


In connection with
the COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”) issued
pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
entered into with respect to the above-referenced Certificates, the undersigned hereby certifies and agrees as follows:


 


	1.	The undersigned is an employee or agent of BlackRock Financial Management, Inc., Bloomberg Financial
Markets, L.P., Thomson Reuters Corporation, Intex Solutions, Inc., Trepp, LLC, Interactive Data Corporation or Markit LLC, a market
data provider that has been given access to the Distribution Date Statements, CREFC reports and supplemental notices delivered
or made available pursuant to Section 4.02 of the Pooling and Servicing Agreement to Privileged Persons on www.ctslink.com (the
“Website”) by request of the Depositor.



 


	2.	The undersigned agrees that each time it accesses the Website, the undersigned is deemed to have
recertified that the representation above remains true and correct.



 


	3.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the agreement pursuant to which the Certificates were issued.



 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    	L-2-1



    	 



    

 


EXHIBIT
M


 


FORM OF NOTIFICATION FROM CUSTODIAN


 


[DATE]


 


To the Persons Listed on the attached Schedule
A


 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby notifies you that, based upon the review required
under the Pooling and Servicing Agreement, the Mortgage File for each Mortgage Loan set forth on the attached defect schedule contains
a document or documents which (i) has not been executed or received, (ii) has not been recorded or filed (if required), (iii) is
unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, (iv) appears not to be what they purport to be or has
been torn in any materially adverse manner or (v) is mutilated or otherwise defaced, in each case as more fully described on the
attached defect schedule.


 


The Custodian has no
responsibility to determine, and expresses no opinion with respect thereto, whether any document or opinion is legal, valid, binding
or enforceable, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine
if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any
applicable jurisdiction, whether a blanket assignment is permitted in any applicable jurisdiction, or whether any Person executing
any document or rendering any opinion is authorized to do so or whether any signature thereon is genuine.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.



	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Custodian
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:








 






    	M-1



    	 



    

 


SCHEDULE
A

TO

FORM OF NOTIFICATION FROM CUSTODIAN


 


Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


Park Bridge Lender Services
LLC

c/o Park Bridge Financial LLC

560 Lexington Avenue, 17th Floor

New York, New York 10022

Attention: COMM 2015-LC23-Surveillance Manager


 


with an electronic copy
to: cmbs.notices@parkbridgefinancial.com (Re: COMM 2015-LC23) 


 


Wells Fargo Bank, National
Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – COMM 2015-LC23


 


Wilmington Trust, National
Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – COMM 2015-LC23

Email: cmbstrustee@wilmingtontrust.com


 


Wells Fargo Bank, National
Association

  Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: COMM 2015-LC23 Asset Manager


 


LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw


 


To the applicable Mortgage Loan Seller:


 


German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 






    	M-2



    	 



    

 


Ladder Capital Finance LLC

345 Park Avenue, 8th Floor

New York, New York 10154

Attention: Pamela McCormack

E-mail: pamela.mccormack@laddercapital.com


 


with electronic copies to:


 


Robert Perelman

E-mail: robert.perelman@laddercapital.com and

David Traitel

E-mail: david.traitel@laddercapital.com


 


Cantor Commercial Real Estate
Lending, L.P.

110 East 59th Street

New York, New York 10022

Attention: Anthony Orso


 


with an electronic copy
to:


 


Cantor Commercial Real Estate
Lending, L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department

E-mail: legal@ccre.com


 


Jefferies LoanCore LLC

c/o LoanCore Capital

80 Field Point Road

Greenwich, Connecticut

Attention: Dan Bennett

Fax No.: (203) 861-6006


 



    	M-3



    	 



    




 


DEFECT
SCHEDULE

TO FORM OF NOTIFICATION FROM CUSTODIAN


 






    	M-4



    	 



    

 


EXHIBIT
N-1


 


FORM
OF CLOSING DATE CUSTODIAN CERTIFICATION



[Date]


 





[                 ] 


[                 ] 


[                 ] 


Attention:  [                 ] 


 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, the Custodian hereby certifies that, with respect to each Mortgage Loan listed on the Mortgage
Loan Schedule attached hereto as Schedule A, (a) the Custodian has in its possession the documents specified in clause (i) of the
definition of “Mortgage File”, (b) the foregoing documents delivered or caused to be delivered by the Mortgage Loan
Sellers as described in clause (a) above have been reviewed by it or by a Custodian on its behalf and appear regular on their
face, appear to be executed and purports to relate to such Mortgage Loan, except as identified on the schedule attached hereto,
and (c) each of the documents specified in Section 2.01(a)(ii), 2.01(a)(vii), 2.01(a)(xi) and 2.01(a)(xix) of the Pooling and Servicing
Agreement have been received, have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable)
and have not been torn in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the
Mortgage Loans identified in the Mortgage Loan Schedule.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Pooling and Servicing Agreement.


	 	 	 
	 	Wells
Fargo Bank, National Association, as Custodian
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:












 



    	N-1-1



    	 



    




 


SCHEDULE A

TO CLOSING DATE CUSTODIAN CERTIFICATION


 


MORTGAGE LOAN SCHEDULE


 






    	N-1-2



    	 



    

 


EXHIBIT N-2


 


FORM OF POST-CLOSING CUSTODIAN CERTIFICATION


 


[Date]


 


[                 ]

[                 ]

[                 ]

Attention: [                 ] 


 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates



 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, the Custodian hereby certifies, subject to the terms of the Pooling and Servicing Agreement,
that, with respect to each Mortgage Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, all documents (other
than documents referred to in clauses (xix) and (xx) of Section 2.01(a) of the Pooling and Servicing Agreement and the documents
referred to in clauses (iii), (v)(B) and (viii)(B) of Section 2.01(a) of the Pooling and Servicing Agreement and the assignments
of financing statements referred to in clause (xiii) of Section 2.01(a) of the Pooling and Servicing Agreement) referred to in
Section 2.01(a) of the Pooling and Servicing Agreement (in the case of the documents referred to in Section 2.01(a)(iv), (vi),
(viii), (ix), (x), (xii) through (xvi) and (xviii) through (xx) of the Pooling and Servicing Agreement, as identified to it in
writing by the related Mortgage Loan Seller) and any original recorded documents included in the delivery of a Mortgage File have
been received, have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have
not been torn in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the Mortgage
Loans identified in the Mortgage Loan Schedule, in each case, except as set forth on the attached schedule hereto.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Pooling and Servicing Agreement.


  






    	N-2-1



    	 



    

 





	 	Wells
Fargo Bank, National Association, as Custodian
	 	 
	 	By:  	 
	 	 	Corporate Trust Officer
	 	 	Name:
Title:


 






    	N-2-2



    	 



    




 



SCHEDULE A 

TO POST-CLOSING CUSTODIAN CERTIFICATION


 


MORTGAGE LOAN SCHEDULE


 







    	N-2-3



    	 



    


 


EXHIBIT O


 


FORM OF TRUSTEE BACKUP CERTIFICATION


 


COMM 2015-LC23 Mortgage Trust (The “Trust”)


 


The undersigned, __________,
a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association,
as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender Services LLC, as operating advisor, Wilmington Trust,
National Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“Certificate Administrator”), paying agent and custodian, certifies to [       ],
Deutsche Mortgage & Asset Receiving Corporation and its officers, directors and affiliates, to the extent that the following
information is within the Trustee’s normal area of responsibilities and duties under the Pooling and Servicing Agreement,
and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I am responsible for reviewing the activities performed by the Trustee and based on my knowledge
and the compliance reviews conducted in preparing the Trustee compliance statements required for inclusion on Form 10-K pursuant
to Item 1123 of Regulation AB, and except as disclosed to the Certificate Administrator and to the Depositor, the Trustee has fulfilled
its obligations in all material respects under the Pooling and Servicing Agreement; and



 


		2.	The report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed
securities with respect to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report
on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K
for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of
noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in
such annual report on Form 10-K.



 






    	O-1



    	 



    

 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 





Date:________________________


	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 




    	O-2



    	 



    


 


EXHIBIT P


 


FORM OF CUSTODIAN BACKUP CERTIFICATION


 


COMM 2015-LC23 Mortgage Trust (the “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as custodian (in such
capacity, the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of November 1, 2015
(the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation,
as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Park Bridge Lender
Services LLC, as operating advisor, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian,
certifies to [       ], Deutsche Mortgage & Asset Receiving Corporation and its officers,
directors and affiliates, to the extent that the following information is within the Custodian’s normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I am responsible for reviewing the activities performed by the Custodian and based on my knowledge
and the compliance reviews conducted in preparing the Custodian compliance statements required for inclusion on Form 10-K pursuant
to Item 1123 of Regulation AB, and except as disclosed to the Certificate Administrator and to the Depositor, the Custodian has
fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and



 


		2.	The report on assessment of compliance with servicing criteria applicable to the Custodian for
asset-backed securities with respect to the Custodian or any Servicing Function Participant retained by the Custodian and related
attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report
on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has
been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for
disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 






    	P-1



    	 



    

 




Date:________________________


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 




    	P-2



    	 



    


 


EXHIBIT Q


 


FORM OF CERTIFICATE ADMINISTRATOR BACKUP
CERTIFICATION


 


COMM 2015-LC23 Mortgage Trust (The “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator,
(in such capacity, the “Certificate Administrator”), paying agent and custodian, under that certain Pooling
and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), entered into
between Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special
servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor, Wilmington Trust,
National Association, as trustee (the “Trustee”), and Wells Fargo Bank, National Association, as certificate
administrator, paying agent and custodian, certifies to [       ], Deutsche Mortgage
& Asset Receiving Corporation and its officers, directors and affiliates, to the extent that the following information is within
the Certificate Administrator’s normal area of responsibilities and duties under the Pooling and Servicing Agreement, and
with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I have reviewed the annual report on Form 10-K for the fiscal year [20___] (the “Annual
Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by
the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;



 


		2.	To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Annual Report;



 


		3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;



 


		4.	I am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate
Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed
on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing
Agreement; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator
for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the
Certificate 



 






    	Q-1



    	 



    

 





		 	Administrator and related attestation report on assessment of compliance with servicing
                                                              criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance
                                                              with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as
                                                              an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the
                                                              Depositor for disclosure in such annual report on Form 10-K.



 



In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons:
the Master Servicer, the Special Servicer, the Depositor and the Trustee.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:________________________


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







  




    	Q-2



    	 



    


 


EXHIBIT R


 


FORM OF MASTER SERVICER BACKUP CERTIFICATION


 


COMM 2015-LC23 Mortgage
Trust (the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as master servicer (in such capacity, the “Master
Servicer”) under that certain Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and
Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, the Master
Servicer, LNR Partners, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC,
as operating advisor, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate
administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian, on behalf of
the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers,
directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), and assuming the accuracy of the statements required to be made by the Special Servicer, [each applicable Other
Servicer and each applicable Other Special Servicer] in the backup certificate[s] delivered by the Special Servicer, [each applicable
Other Servicer and each applicable Other Special Servicer] relating to the Relevant Period, all servicing information and all reports
required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.13(a) and 3.13(c) of the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports
on Form 10-D or Form 8-K (the “Servicer Reports”) have been submitted by the Master Servicer to the Certificate
Administrator for inclusion in these reports;



 


		2.	Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special
Servicer, [each applicable Other Servicer and each applicable Other Special Servicer] in the backup certificate[s] delivered by
the Special Servicer, [each applicable Other Servicer and each applicable Other Special Servicer] relating to the Relevant Period,
the master servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by these reports;



 


		3.	I am, or a servicing officer under my supervision is, responsible for reviewing the activities
performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of
Regulation AB with respect to the Master Servicer, and except as disclosed in the compliance certificate delivered by the Master
Servicer under 



 






    	R-1



    	 



    

 





		 	Section 10.11 of the Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the
Pooling and Servicing Agreement in all material respects in the year to which such report applies;



  


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Master Servicer
for asset-backed securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer
and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in
the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



 


In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of servicer, sub-servicer, co-servicer, Other Servicer, Other Special Servicer or Other Trustee not retained by the master
servicer giving certification] and, notwithstanding the foregoing certifications, neither I nor Master Servicer makes any certification
under the foregoing clauses (2) and (3) with respect to the information in the Servicing Reports that is in turn dependent upon
information provided by the Special Servicer under the Pooling and Servicing Agreement or by any Other Servicer, Other Special
Servicer or Other Trustee.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 



    	R-2



    	 



    




 


Date:________________________


	 	 	 
	 	WELLS FARGO
BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







  




    	R-3



    	 



    


 


EXHIBIT S


 


FORM OF SPECIAL SERVICER BACKUP CERTIFICATION


 


COMM 2015-LC23 Mortgage Trust (the “Trust”)


 


I, [identify the certifying
individual], a [_______________ ] of LNR PARTNERS, LLC, as special servicer
(the “Special Servicer”) under that certain Pooling and Servicing Agreement dated as of November 1, 2015 (the
“Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation,
as depositor, Park Bridge Lender Services LLC, as operating advisor, Wilmington Trust, National Association, as trustee, Wells
Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”) and the Special Servicer, on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for
Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that
they will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all required reports required to be submitted by the Special Servicer to the
Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, pursuant to the Pooling and Servicing
Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or
Form 8-K (the “Special Servicer Reports”) have been submitted by the Special Servicer to the Master Servicer,
the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the special servicing information contained in the Special Servicer Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made therein, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by these reports;



 


		3.	I am, or an officer under my supervision is, responsible for reviewing the activities performed
by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews
conducted in preparing the servicer compliance statements required in this report under Item 1123 of Regulation AB with respect
to the Special Servicer, and except as disclosed in the compliance certificate delivered by the Special Servicer under Section
10.11 of the Pooling and Servicing Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects in the year to which such report applies;



 


		4.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been
provided all information relating to



 






    	S-1



    	 



    

 





		 	 the Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB;
and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Special Servicer
for asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special
Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form
10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:________________________


	 	 	 
	 	LNR
PARTNERS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







   




    	S-2



    	 



    


 


EXHIBIT T


 


MORTGAGE LOAN SELLER SUB-SERVICERS


  


	Sub-Servicer Name	Mortgage Loan(s)
	Berkeley Point Capital LLC	
        Landings Shops and Offices


        Hacienda Gardens 

        Washington Plaza


        Murrieta Spectrum 

        Addison Town Center


        Colerain Center

        Biltmore Parks Apartments 

        Palisades of Bridgeport

        Warsaw Village

        Courtyard Self Storage 

	NorthMarq Capital, LLC	Somerset Apartments
	NRC Group, Inc.	611 Cowper



 



    	T-1



    	 



    


 


EXHIBIT U


 


MORTGAGE LOANS WITH EARNOUT/HOLDBACK
PROVISIONS 






 


		1)	Beach House Hilton Head



 


		2)	Hacienda Gardens



 


		3)	Murrieta Spectrum



 


		4)	Landings Shops and Offices



 




    	U-1



    	 



    

 


EXHIBIT V


 


FORM OF NRSRO CERTIFICATION


 


[Date]

 


Wells Fargo Bank, National
Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention:     Corporate Trust Services – COMM 2015-LC23


 


		Re:	COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates




  


In accordance with the
Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Agreement”), entered into and executed
in connection with the above-referenced transaction, with respect to the certificates issued thereunder (the “Certificates”),
the undersigned hereby certifies as follows:


 


1.           (a)          The undersigned
is a Rating Agency; or


 


              (b)          The undersigned
is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the appropriate certifications
under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date, is requesting access
pursuant to the Agreement to certain information (the “Information”) on such 17g-5 website pursuant to the provisions
of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned with respect to the information obtained
from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable to information obtained from the 17g-5
Information Provider’s Website (including without limitation, to any information received by the Depositor for posting on
the 17g-5 Information Provider’s Website), or (y), if the undersigned did not have access to the Depositor’s 17g-5
website prior to the Closing Date, it hereby agrees that it shall be bound by the provisions of the confidentiality agreement as
provided by Wells Fargo Bank, National Association, as the 17g-5 Information Provider, which shall be applicable to it with respect
to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from
the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing
Date.


 


2.          The undersigned
either (a) has not accessed information pursuant to Rule 17g–5(a)(3) ten (10) or more times during the most recently ended
calendar year, or (b) has determined and maintained credit ratings for at least 10% of the issued securities and money market instruments
for which it accessed information pursuant to Rule 17g–5(a)(3)(iii) in the calendar year prior to the year covered by the
SEC Certification, if it accessed such information for 10 or more issued securities or money market instruments.


 






    	V-1



    	 



    

 


3.          The undersigned
agrees that each time it accesses the 17g-5 Information Provider’s Website, it is deemed to have recertified that the representations
herein contained remain true and correct.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 




    	V-2



    	 



    


 


EXHIBIT W-1


 


FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Deutsche Mortgage &
Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention:     Lainie Kaye


 


		Re:	Deutsche Mortgage & Asset Receiving Corporation, COMM 2015-LC23 Mortgage Trust Commercial
Mortgage Pass-Through Certificates



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), entered into and executed with respect to the above-referenced transaction. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as Depositor, that:


 


1.          The Transferor
is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Mortgage Loans for which _________________
is the Master Servicer (the “Excess Servicing Fee Right”), with the full right to transfer the Excess Servicing
Fee Right free from any and all claims and encumbrances whatsoever.


 


2.          Neither the Transferor
nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer
to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any
manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action,
which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess
Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the
disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would
require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities
laws.


 






    	W-1-1



    	 



    







	 	 	 
	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 




    	W-1-2



    	 



    


 


EXHIBIT W-2


 


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Deutsche Mortgage &
Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention:     COMM 2015-LC23 Asset Manager




 


Re:         Deutsche Mortgage
& Asset Receiving Corporation, COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates


 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), entered into and executed with respect to the above-referenced transaction. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer, that:


 


1.          The Transferee
is acquiring the right to receive Excess Servicing Fees with respect to the Mortgage Loans as to which __________________ is the
applicable Master Servicer (the “Excess Servicing Fee Right”) for its own account for investment and not with
a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate
the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.


 


2.          The Transferee
understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the
Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right
may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant
to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and
qualification and (A) the Depositor has received a certificate from 


 






    	W-2-1



    	 



    

 


the prospective
transferor substantially in the form attached as Exhibit W-1 to the Pooling and Servicing Agreement, and (B) each of the
Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form
attached as Exhibit W-2 to the Pooling and Servicing Agreement.


 


3.          The Transferee
understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance
with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.          Neither the Transferee
nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer
to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any
manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with
respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security, which
(in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Excess Servicing
Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of
the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing Fee Right
pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.          The Transferee
has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon,
(c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.          The Transferee
is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an “accredited
investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which
all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee
has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


7.          The Transferee
agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement,
and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a 


 






    	W-2-2



    	 



    

 


violation of any
provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners,
employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any
other Person other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is
required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time
of disclosure by such holder or has become generally available to the public other than as a result of disclosure by such
holder; provided, however, that such holder may provide all or any part of such information to any other Person who is
contemplating an acquisition of the Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such
prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or disclose such
information in any manner which could result in a violation of any provision of the Securities Act or would require
registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities Act and not to disclose such
information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such
information, in any manner whatsoever, in whole or in part, to any other Person other than such Persons’ auditors,
legal counsel and regulators.


 


8.          The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.12(a) of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate
may be reduced to the extent provided in the Pooling and Servicing Agreement.








	 	 	 
	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 




    	W-2-3



    	 



    


 


EXHIBIT X


 


FORM OF OPERATING ADVISOR ANNUAL REPORT


  


Report Date:     Report
will be delivered annually no later than [INSERT DATE].

Transaction:     Deutsche Mortgage & Asset Receiving Corporation, COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through
Certificates

Operating Advisor:     Park Bridge Lender Services LLC

Special Servicer:     LNR Partners, LLC

Controlling Class Representative:     LNR Securities Holdings, LLC


 


I. Executive Summary


 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing
Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association,
as master servicer, LNR Partners, LLC, as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank,
National Association, as certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating
advisor, as well as the items listed below, the Operating Advisor has undertaken a limited review of the Special Servicer’s
operational activities in light of the Servicing Standard and the requirements of the Pooling and Servicing Agreement with respect
to the resolution and/or liquidation of the Specially Serviced Loans and provides this Operating Advisor Annual Report.


 


No information or any
other content included in this Operating Advisor Annual Report contravenes any provision of the Pooling and Servicing Agreement.
This Operating Advisor Annual Report sets forth the Operating Advisor’s assessment of the Special Servicer's performance
of its duties under the Pooling and Servicing Agreement during the prior calendar year on a platform-level basis with respect to
the resolution and liquidation of Specially Serviced Loans during the prior calendar year.


 


Subject to the restrictions
in the Pooling and Servicing Agreement, this Operating Advisor Annual Report (A) identifies any material deviations, if any (i)
from the Servicing Standard and (ii) from the Special Servicer’s obligations under the Pooling and Servicing Agreement with
respect to the resolution or liquidation of Specially Serviced Loans and (B) complies with all of the confidentiality requirements
described in the Pooling and Servicing Agreement.


 


In connection with
the assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed any annual compliance statement delivered to the Operating Advisor pursuant to Section
10.11 the Pooling and Servicing Agreement and the following issues were noted therein: [ ]



 


Operating Advisor Actions:


 






    	X-1



    	 



    

 


		2.	Reviewed any annual independent public accountants’ servicing report delivered to the Operating
Advisor pursuant to Section 10.13 of the Pooling and Servicing Agreement and the following issues were noted therein: [ ]



 


Operating Advisor Actions:


 


		3.	Reviewed any [Final] Asset Status Report and other information or communications delivered to the
Operating Advisor and the following issues were noted therein: [ ]



 


Operating Advisor Actions:


 


Based on such review
and/or consultation with the Special Servicer and performance of the other obligations of the Operating Advisor under the Pooling
and Servicing Agreement, the Operating Advisor [does, does not] believe there are material violations of the Special Servicer's
compliance with its obligations under the Pooling and Servicing Agreement.


 


Terms used but not
defined herein have the meaning set forth in the Pooling and Servicing Agreement as described herein.





	 	 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC
	 	 	 	 	 
	 	 	By: Park Bridge Advisors LLC
	 	 	 	Its Sole Member
	 	 	 	 	 
	 	 	 	By: Park Bridge Financial LLC
	 	 	 	 	Its Sole Member
	 	 	 	 	 
	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:







 







    	X-2



    	 



    





 


EXHIBIT Y


 


FORM OF SARBANES-OXLEY CERTIFICATION


 


COMM 2015-LC23 Mortgage Trust (the “Trust”)


 


I, [identify the certifying
individual], certify that:


 


1.          I have
reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report
on Form 10-K of the Trust (the ‘Exchange Act periodic reports”);


 


2.          Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


 


3.          Based
on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;


 


4.          Based
on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in
all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except
as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in
this report on Form 10-K.


 




    	Y-1



    	 



    

 


In giving the certifications above, I have
reasonably relied on information provided to me by the following unaffiliated parties: Wells Fargo Bank, National Association,
LNR Partners, LLC, Park Bridge Lender Services LLC, Wilmington Trust, National Association and [list any sub-servicers].


 


Date:________________





	 	 	 
	 	DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 




    	Y-2



    	 



    


 


EXHIBIT Z


 


ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO (410) 715-2380 AND VIA
EMAIL TO cts.sec.notifications@wellsfargo.com AND [_____] AND VIA OVERNIGHT MAIL TO THE ADDRESSES IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – COMM 2015-LC23





Deutsche Mortgage & Asset Receiving Corporation,

as Depositor

60 Wall Street

New York, New York 10005

Attention:     Lainie Kaye


 


		Re:	**Additional Form [10-D][10-K][8-K] Disclosure Required **



 


Ladies and Gentlemen:


 


In accordance with Section [10.06][10.07][10.09]
of the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association,
as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special
Servicer”), Park Bridge Lender Services LLC, as operating advisor, Wilmington Trust, National Association, as trustee,
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, the undersigned, as                          ,
hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 




    	Z-1



    	 



    


 


List of any Attachments hereto to be included
in the Additional Form [10-D][10-K][8-K] Disclosure: 


 


Any inquiries related to this notification
should be directed to                          ,
phone number:                          ;
email address:                          .





	 	 	 
	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 




    	Z-2



    	 



    


 





EXHIBIT AA


 


FORM OF SUB-SERVICER BACKUP CERTIFICATION


 


COMM 2015-LC23 Mortgage
Trust (the “Trust”)


 


As contemplated by Section 10.08 of that
certain Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association,
as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special
Servicer”), Park Bridge Lender Services LLC, as operating advisor, Wilmington Trust, National Association, as trustee,
and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
paying agent and custodian, [identify the certifying individual], a                     
of                     ,
a                     
[corporation] (the “Sub-Servicer”) as Sub-Servicer in connection with the sub-servicing of one or more Mortgage
Loans and/or Serviced Companion Loan under the Pooling and Servicing Agreement, on behalf of the Sub-Servicer, certify to [Name
of Each Certifying Person for Sarbanes-Oxley Certification], the Depositor, the Master Servicer and their officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I have reviewed the Servicer Reports and Sub-Servicer Reports (each as defined below) relating
to the Mortgage Loans and/or Serviced Companion Loan delivered by the Sub-Servicer to the Master Servicer, pursuant to the Sub-Servicing
Agreement dated [___________], 20[__] by and between the Sub-Servicer and the Master Servicer (the “Sub-Servicing Agreement”);



 


		2.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all reports required to be submitted by the Sub-Servicer to the Certificate Administrator
pursuant to the Pooling and Servicing Agreement (the “Servicer Reports”) for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Sub-Servicer
to the Certificate Administrator for inclusion in these reports;



 


		3.	Based on my knowledge, with respect to the Relevant Period, all servicing information and all reports
required to be submitted by the Sub-Servicer to the Master Servicer pursuant to the Sub-Servicing Agreement (the “Sub-Servicer
Reports”) have been submitted by the Sub-Servicer to the Master Servicer;



 


		4.	Based on my knowledge, the sub-servicer information contained in the Servicer Reports and Sub-Servicer
Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by these reports;



  






    	AA-1



    	 



    

 


 


		5.	Based upon my knowledge and the annual compliance review performed as required under Section [__]
of the Sub-Servicing Agreement, and except as disclosed in the compliance certificate delivered pursuant to Section [__] of the
Sub-Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material respects;











  


		6.	[I am, or a servicing officer under my supervision is, responsible for reviewing the activities
performed by the Sub-Servicer under the Sub-Servicing Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements for inclusion on Form 10-K pursuant Item 1123 of Regulation AB
with respect to the Sub-Servicer, and except as disclosed in the compliance certificate delivered by the Sub-Servicer under Section
[__] of the Sub-Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material
respects in the year which such report applies];



 


		7.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Sub-Servicer with respect to the Trust’s fiscal year _____ have been provided
all information relating to the Sub-Servicer’s assessment of compliance with the Relevant Servicing Criteria, in order to
enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and



 


		8.	The report on assessment of compliance with servicing criteria applicable to the Sub-Servicer for
asset-backed securities with respect to the Sub-Servicer or any Servicing Function Participant retained by the Sub-Servicer and
related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the
annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



 


Capitalized terms used but not defined herein
have the meanings set forth in the Sub-Servicing Agreement, or if not defined in the Sub-Servicing Agreement, then the meanings
set forth in the Pooling and Servicing Agreement.


 


Date:          _____________________








 




    	AA-2



    	 



    

 





	 	 	 
	 	[INSERT NAME OF SUB-SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	AA-3



    	 



    

 


EXHIBIT BB


 


FORM OF OPERATING ADVISOR BACKUP CERTIFICATION


 


COMM 2015-LC23 Mortgage Trust (the “Trust”)


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Operating Advisor to the Master Servicer, the Depositor, Trustee
or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Operating Advisor Reports”)
have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the operating advisor information contained in the Operating Advisor Reports,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by these reports;



 


		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have
been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria,
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 


		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor
for asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating
Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form
10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and
the Depositor for disclosure in such annual report on Form 10-K.



 






    	BB-1



    	 



    

 


Capitalized terms used but not defined
herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:          ____________________


		 	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC
	 	 	 	 	 
	 	 	By: Park Bridge Advisors LLC
	 	 	 	Its Sole Member
	 	 	 	 	 
	 	 	 	By: Park Bridge Financial LLC
	 	 	 	 	 Its Sole Member
	 	 	 	 	 
	 	By:	 	 
	 	Name:
	 	Title:







 




    	BB-2



    	 



    


 





EXHIBIT CC-1


  


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER 


 


RECORDING REQUESTED BY:


  


Wells Fargo Bank, National Association


Commercial Mortgage
Servicing 


MAC D1086


550 South Tryon Street, 14th Floor


Charlotte, North Carolina 28202


Attention:   COMM 2015-LC23 Asset Manager


 


 SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of November 1, 2015 (the “Agreement”) entered
into between Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), Wells Fargo
Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC,
as special servicer, Park Bridge Lender Services LLC, as operating advisor, Wells Fargo Bank, National Association, as certificate
administrator, paying agent and custodian, and Wilmington Trust, National Association, as Trustee, relating to the COMM 2015-LC23
Mortgage Trust Commercial Mortgage Pass Through Certificates, and the Trustee hereby constitutes and appoints the Master Servicer,
by and through the Master Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s
name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”)
serviced by the Master Servicer and all properties (“Properties”) administered by the Master Servicer pursuant to
the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary
and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with respect to the Mortgage Loans
and Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact
if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein
have the meanings set forth in the Agreement. 


 


	1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 



    	CC-1-1



    	 



    

 


	2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that (i) said modification or re-recording, in either instance,
does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of
the Agreement.



 


	3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real
estate owned, or conveyance of title to real estate owned.



 


		5.	The completion of loan assumption agreements.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.



 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the mortgage
loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust,
and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the
deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 



    	CC-1-2



    	 



    

 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as may
be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted
to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



  


		11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement
of personal property.



  


		12.	The execution and delivery of the following:



  


		1.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



  


		2.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



  


		3.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to
transfers of interests in borrowers, consents to any 



  



    	CC-1-3



    	 



    




 





			subordinate financings to be secured by any related Mortgaged Property, consents to any
                                                             mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of
                                                             any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property or
                                                             otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related
                                                             Mortgaged Properties (including agreements and requests by any borrower with respect to modifications of the standards of
                                                             operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all
                                                             of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents,
                                                             lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any
                                                             easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the
                                                             Mortgaged Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any
                                                             Mortgage Loan and any other consents.




 


The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


  


This appointment is to be construed and
interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to,
nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent that the Master Servicer
has the power to delegate its rights or obligations under the Agreement, the Master Servicer also has the power to delegate the
authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes
of performing its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are
necessary for such purpose. The Master Servicer's attorneys-in-fact shall have no greater authority than that held by the Master
Servicer.


  


Nothing contained herein shall: (i) limit
in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections
afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate or defend any
suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein.
If the Master Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association,
then the Master Servicer shall promptly forward a copy of same to the Trustee.


  


This limited power of attorney is not intended
to extend the powers granted to the Master Servicer under the Agreement or to allow the Master Servicer to take any action with
respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 






    	CC-1-4



    	 



    

 


The Master Servicer hereby agrees to indemnify
and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred
by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Master Servicer.
The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation
or removal of the Trustee under the Agreement.


  


This Limited Power of Attorney is entered
into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may
rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power
of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has been made in
writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National
Association, as Trustee for COMM 2015-LC23 has caused its corporate seal to be hereto affixed and these presents to be signed and
acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


  


Wilmington Trust, National Association,


as Trustee for COMM 2015-LC23


	 	 	 	 
	 	By:	 	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	Prepared by:	 	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 







 




    	CC-1-5



    	 



    


 


State of Delaware}


County of        }


On ________________________,
before me, 

_________________________________Notary Public, personally appeared 

___________________________, who proved to me on
the basis of





satisfactory evidence to be the person
whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity
and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under
the laws of the State of Delaware that the foregoing paragraph is true and correct.


Witness my hand and official seal.





	 	 
	Notary signature	 







  




    	CC-1-6



    	 



    


 


EXHIBIT CC-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER 


 


RECORDING REQUESTED BY:


  


LNR Partners, LLC


1601 Washington Avenue, Suite 700


Miami Beach, Florida 33139


Attention:     Thomas F. Nealon, Esq., Steven
A. Rivers, Esq. and Job Warshaw


 







SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of November 1, 2015 (the “Agreement”) entered
into between Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), Wells Fargo
Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer (the “Special Servicer”),
Park Bridge Lender Services LLC, as operating advisor, Wells Fargo Bank, National Association, as certificate administrator, paying
agent and custodian, and Wilmington Trust, National Association, as Trustee, relating to the COMM 2015-LC23 Mortgage Trust Commercial
Mortgage Pass Through Certificates, and the Trustee hereby constitutes and appoints the Special Servicer, by and through the Special
Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and
for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the
Special Servicer and all properties (“REO Properties”) administered by the Special Servicer pursuant to the
Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate
to effectuate the enumerated transactions described in items (1) through (13) below with respect to the Mortgage Loans and REO
Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if
such documents are required or permitted under the terms of the Agreement. Capitalized terms used herein and not otherwise defined
herein have the meanings set forth in the Agreement.


  


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and to draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting such Mortgage or deed of trust to 



 






    	CC-2-1



    	 



    

 





			conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.



  


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



  


		4.	The conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged property (a “Mortgaged
Property”) to be acquired as REO Property, or conveyance of title to any REO Property.



  


		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums
                                                           secured                                                            thereby, including, without limitation, cancellation of
                                                           the related promissory note.



  


		7.	The assignment of any Mortgage or deed of trust and the related promissory note and other loan documents, in connection
                                                           with                                                            the
                                                           purchase or repurchase of the Mortgage Loan secured and                                                            evidenced
                                                           thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction
                                                           with the refinancing thereof, including, without limitation, the assignment of the related promissory note and other loan
                                                           documents.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note, and
in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust,
foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any
related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings
with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or
defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and
claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and such
deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



  






    	CC-2-2



    	 



    

 





		c.	the preparation and filing of notices of default and/or notices of sale;


 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 





		e.	
        the taking of a deed-in-lieu of foreclosure;






  


		f.	the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy
cases affecting any Mortgage or the related promissory note;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions;



  


		i.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and



 


		j.	the preparation and execution of such other documents and the performance of such other actions
                                                               as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions
                                                               in                                                                paragraphs 9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted
to purchase same;







 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement
of personal property.



 


		12.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its
capacity as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission
of fault or 



 






    	CC-2-3



    	 



    

 


wrongdoing
by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.


 





		13.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage or other security document in the related Mortgage File or the related Mortgaged Property
and other related collateral;



 






		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments;



  


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to
transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents
to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties (including agreements and requests by any borrower with respect to modifications of the standards of operation and management
of such Mortgaged Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights,
powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination
agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, management agreements, any easements,
covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties
or REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage
Loan and any other consents; and



 


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish
the Special Servicer’s duties and responsibilities under the Agreement.



  


The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


  


This appointment is to be construed and
interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to,
nor does it give rise to, and it is not to be construed as a general power of attorney.


   






    	CC-2-4



    	 



    

 


Solely to the extent that the Special Servicer
has the power to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the
authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes
of performing its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are
necessary for such purpose. The Special Servicer's attorneys-in-fact shall have no greater authority than that held by the Special
Servicer.


 


Nothing contained herein shall: (i) limit
in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections
afforded the Trustee under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any
suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein
or in the Agreement. If the Special Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust,
National Association, then the Special Servicer shall promptly forward a copy of same to the Trustee.


  


This limited power of attorney is not intended
to extend or limit the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any
action with respect to Mortgages, deeds of trust or the related promissory notes not authorized by the Agreement.


 


The Special Servicer hereby agrees to indemnify
and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred
by the Trustee by reason or result of or in connection with the negligent use, or negligent or willful misuse, of this Limited
Power of Attorney by the Special Servicer, or its attorneys-in-fact, of the powers granted to it hereunder. The foregoing indemnity
shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the
Trustee under the Agreement.


  


This Limited Power of Attorney is entered
into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


  


IN WITNESS WHEREOF, Wilmington Trust,
National Association, as Trustee for COMM 2015-LC23 has caused its corporate seal to be hereto affixed and these presents to be
signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.





	 	 	 	 
	 	Wilmington Trust, National Association, as Trustee for COMM 2015-LC23	 
	 	 	 	 
	 	By:	 	 	 
	 	 	Name:	 
	 	 	Title:	 







 



    	CC-2-5



    	 



    







	 	 
	Address:	Wilmington Trust, National Association
	 	1100 North Market Street
	 	Wilmington, Delaware 19890






	 	 
	Witness:	 
	 	 




 




    	CC-2-6



    	 



    


 






    	CC-2-7



    	 



    

 


State of Delaware}


County of        }


On ________________________,
before me, 

_________________________________Notary Public, personally appeared 

___________________________, who proved to me on
the basis of


satisfactory evidence to be the person whose
name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity
and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under
the laws of the State of Delaware that the foregoing paragraph is true and correct.


Witness my hand and official seal.



	 	 
	Notary signature	 









 




    	CC-2-8



    	 



    


 


EXHIBIT DD


 


FORM OF NON-SERVICED MORTGAGE LOAN NOTIFICATION 


 


 


[Other Servicer]





[ADDRESS]


 





[Other Special Servicer]





[ADDRESS]


 





[Other Trustee]





[ADDRESS]


 








The trust fund formed in
connection with the issuance of the COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Trust
Fund”) is the Note [__] Holder, as such term is defined under the Agreement between Noteholders, dated as of [__], between
[__], as each of the [__] Holder and the [__] Holder (the “[__] Intercreditor Agreement”). In connection with
the deposit of the Note [__] of the [__] Loan Combination into the Trust Fund, attached is an executed copy of the related pooling
and servicing agreement (the “Pooling and Servicing Agreement”). This Notice is being delivered to you pursuant
to Section 3.27(f) of the Pooling and Servicing Agreement. Capitalized terms used but not defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement or, if not defined therein, in the [__] Intercreditor Agreement.
Contact information for the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Directing Holder
and the Rating Agencies are as set forth on Schedule I attached here.


 


The [__] Loan Combination
is being serviced pursuant to the terms of a pooling and servicing agreement dated [_], between [__], as depositor, [__], as master
servicer, [__], as special servicer, [__], as operating advisor, and [__], as certificate administrator and trustee (the “Other
Pooling and Servicing Agreement”). Wells Fargo Bank, National Association, as certificate administrator for the registered
holders of the Trust Fund, hereby directs the applicable parties to the Other Pooling and Servicing Agreement as follows:


 


(i)         [__],
as master servicer under the Other Pooling and Servicing Agreement, shall remit no later than one (1) Business Day after the Determination
Date all amounts payable in accordance with the [__] Intercreditor Agreement and the Other Pooling and Servicing Agreement due
to the Note [__] Holder of the [__] Loan Combination on such days as specified in the Other Pooling and Servicing Agreement to
[__], as master servicer of the Trust Fund, to the collection account set forth on Schedule II attached hereto in accordance with
the terms of the Other Pooling and Servicing Agreement; and


 


(ii)       [other Master
Servicer] and [other Certificate Administrator], as applicable, shall forward, deliver or otherwise make available, as the case
may be, all reports,


 






    	DD-1



    	 



    

 


 statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to the holder
of Note [__] of the [__] Loan Combination in accordance with the [__] Intercreditor Agreement and the Other Pooling and
Servicing Agreement to Wells Fargo Bank, National Association, as master servicer of the Trust Fund, no later than one (1)
Business Day after the Determination Date.


 


You are advised that
the Trust is subject to Regulation AB and Exchange Act reporting. This notification serves as notice of request for delivery of
all Exchange Act reporting items deliverable to us pursuant to the terms of the Other Pooling and Servicing Agreement.


 


Thank you for your attention
to this matter. 





	 	 	 
	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders of the COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates
	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]





 










    	DD-2



    	 



    




 


SCHEDULE I


 TO FORM OF NOTICE FROM THE CERTIFICATE
ADMINISTRATOR


REGARDING THE [[_]LOAN COMBINATION],
[[_]LOAN COMBINATION] AND [[_]


LOAN COMBINATION]





 








Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York, 10005

Attention: Lainie Kaye


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services — COMM 2015-LC23


  


Wilmington Trust, National
Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – COMM 2015-LC23


 


Wells Fargo Bank, National Association

    Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: COMM 2015-LC23 Asset Manager


 


LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Thomas F. Nealon, Esq., Steven A. Rivers, Esq. and Job Warshaw


 


Park Bridge Lender Services
LLC

c/o Park Bridge Financial LLC

560 Lexington Avenue, 17th Floor

New York, New York 10022

Attention: COMM 2015-LC23-Surveillance Manager


 


with a copy via email to:
cmbs.notices@parkbridgefinancial.com


 


Moody’s Investors
Services, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group


 






    	DD-3



    	 



    




 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Michael Giordanella


 


Kroll Bond Rating Agency,
Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance


 




    	DD-4



    	 



    

 


SCHEDULE II TO FORM
OF NOTICE


 


FROM THE CERTIFICATE ADMINISTRATOR


 REGARDING THE [[_]LOAN COMBINATION]
AND [[_] LOAN COMBINATION] 




	 	 	 
		Account:	Collection Account



 


	 	Account
#:	[______]






 


		Title:	Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the Holders of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Collection Account



 


		Location:	[___]






 




    	DD-5



    	 



    


 


EXHIBIT EE


 


FORM OF SERVICED COMPANION LOAN NOTEHOLDER
CERTIFICATION


 


[Date]


 


Wells Fargo Bank, National Association, as Master Servicer

    Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: COMM 2015-LC23 Asset Manager



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services — COMM 2015-LC23



	 	 
	Re:	Pooling and Servicing Agreement (“Pooling and
    Servicing Agreement”) relating to COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass Through Certificates – Companion Loan







  


In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement, with respect to any Companion Loan (as
defined in the Pooling and Servicing Agreement), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is a Companion Loan Noteholder (as defined in the Pooling and Servicing Agreement).


 


2.          The undersigned
is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website.


 


In consideration of the
disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner, in whole or in part.


 


The undersigned shall
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require


  



    	EE-1



    	 



    




 


registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


3.          The undersigned
agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified
that the representations contained herein remain true and correct.


 


4.          The undersigned
shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor,
the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Underwriters,
the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by
the undersigned or any of its Representatives.


 


5.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


IN WITNESS WHEREOF,
the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year written above. 





	 	 	 
	 	[Companion Loan Noteholder]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:







 







    	EE-2



    	 



    


 


SCHEDULE I


 


DIRECTING HOLDERS


 





	Mortgage Loan	Directing Holder	Contact Information
	All Mortgage Loans (other than the 11 Madison Avenue Mortgage Loan, the 32 Avenue of the Americas Mortgage Loan and the 40 Wall Street Mortgage Loan)	LNR Securities Holdings, LLC	LNR Securities Holdings, LLC

1601 Washington Ave, Suite 800

Miami Beach, FL 33139
	32 Avenue of the Americas Mortgage Loan	JPMorgan Chase Bank, National Association	JPMorgan Chase Bank, National Association

383 Madison Avenue 

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047
	40 Wall Street Mortgage Loan	Rialto CMBS VI, LLC	Rialto CMBS VI, LLC

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer and Joseph Bachkovsky

Facsimile No.: (212) 751-4646







 






    	Sch. I-1



    	 



    

 



SCHEDULE
II


 


SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE


 


The
assessment of compliance to be delivered shall address, at a minimum, the criteria identified below as “Relevant Servicing
Criteria” (with each Servicing Function Participant deemed to be responsible for the items applicable to the functions it
is performing and for which the party that retained such Servicing Function Participant is responsible):


 


	Relevant
    Servicing Criteria	Applicable

Party(ies)
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
    Servicer

    Special Servicer
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.1	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Cash
    Collection and Administration	 


 


 



 


1 The
Servicing criteria in Item 1122(d)(1)(v) of Regulation AB shall be applicable on and after November 23, 2015.


 






    	Sch. II-1



    	 



    




 


	Relevant
    Servicing Criteria	Applicable

Party(ies)
	Reference	Criteria	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Master
    Servicer

    Special Servicer
	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Cert.
    Admin.
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee

    Master Servicer

    Special Servicer
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For
    purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution
    means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Cert.
    Admin.

    Master Servicer

    Special Servicer


 






    	Sch. II-2



    	 



    

 


	Relevant
    Servicing Criteria	Applicable

Party(ies)
	Reference	Criteria	 
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts.  These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar
    days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling
    items.  These reconciling items are resolved within 90 calendar days of their original identification, or such other
    number of days specified in the transaction agreements.	Cert.
    Admin.

    Master Servicer

    Special Servicer
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes
    and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified
    in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Master Servicer.	Cert.
    Admin.

    Operating

Adv.

(excluding

clauses (C)

and (D) in the

case of the

Operating

Adv.)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Cert.
    Admin.
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Master Servicer’s investor records or Certificate Administrator’s
    investor records, or such other number of days specified in the transaction agreements.	Cert.
    Admin.

     
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Cert.
    Admin.
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer


 






    	Sch. II-3



    	 



    

 


	Relevant
    Servicing Criteria	Applicable

    Party(ies)
	Reference	Criteria	 
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements.	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Master
    Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master
    Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified
    in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related
    mortgage loan documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to
    an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Adv.
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction
    agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone
    calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer


 




    	Sch. II-4



    	 



    

 


	Relevant
    Servicing Criteria	Applicable

Party(ies)
	Reference	Criteria	 
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 



If
the Master Servicer and Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    	Sch. II-5



    	 



    

 


SCHEDULE
III


 


CLASS
A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


	 	 	 	 	 	 
	Period	Balance
    ($)	Period	Balance
    ($)	Period	Balance
    ($)
	 	 	 	 	 	 
	Initial
    Balance	53,371,000.00	39	53,371,000.00	78	36,836,359.52
	1	53,371,000.00	40	53,371,000.00	79	35,969,938.39
	2	53,371,000.00	41	53,371,000.00	80	35,038,716.37
	3	53,371,000.00	42	53,371,000.00	81	34,165,039.94
	4	53,371,000.00	43	53,371,000.00	82	33,287,838.14
	5	53,371,000.00	44	53,371,000.00	83	32,346,140.93
	6	53,371,000.00	45	53,371,000.00	84	31,461,597.69
	7	53,371,000.00	46	53,371,000.00	85	30,512,767.06
	8	53,371,000.00	47	53,371,000.00	86	29,620,823.71
	9	53,371,000.00	48	53,371,000.00	87	28,725,280.96
	10	53,371,000.00	49	53,371,000.00	88	27,645,039.07
	11	53,371,000.00	50	53,371,000.00	89	26,741,517.56
	12	53,371,000.00	51	53,371,000.00	90	25,774,246.41
	13	53,371,000.00	52	53,371,000.00	91	24,863,173.10
	14	53,371,000.00	53	53,371,000.00	92	23,888,564.14
	15	53,371,000.00	54	53,371,000.00	93	22,969,878.70
	16	53,371,000.00	55	53,371,000.00	94	22,047,485.44
	17	53,371,000.00	56	53,371,000.00	95	21,061,877.29
	18	53,371,000.00	57	53,371,000.00	96	20,131,781.43
	19	53,371,000.00	58	53,371,000.00	97	19,138,688.93
	20	53,371,000.00	59	53,370,777.95	98	18,200,828.89
	21	53,371,000.00	60	52,571,082.81	99	17,259,183.32
	22	53,371,000.00	61	51,704,695.98	100	16,195,999.88
	23	53,371,000.00	62	50,898,278.66	101	15,246,258.50
	24	53,371,000.00	63	50,088,608.53	102	14,234,077.13
	25	53,371,000.00	64	49,086,243.33	103	13,276,414.55
	26	53,371,000.00	65	48,269,258.05	104	12,256,536.42
	27	53,371,000.00	66	47,386,071.03	105	11,290,889.31
	28	53,371,000.00	67	46,562,225.43	106	10,321,344.02
	29	53,371,000.00	68	45,672,372.49	107	9,289,919.88
	30	53,371,000.00	69	44,841,611.77	108	8,312,295.09
	31	53,371,000.00	70	44,007,499.60	109	7,273,020.37
	32	53,371,000.00	71	43,107,671.02	110	6,287,251.48
	33	53,371,000.00	72	42,266,561.72	111	5,297,502.83
	34	53,371,000.00	73	41,359,934.28	112	4,131,826.78
	35	53,371,000.00	74	40,511,771.93	113	3,133,371.09
	36	53,371,000.00	75	39,660,187.63	114	2,073,855.70
	37	53,371,000.00	76	38,619,811.05	115	1,067,089.37
	38	53,371,000.00	77	37,760,587.72	116
    and after	0.00


 






    	Sch. III-1



    	 



    


 


SCHEDULE IV


 


ADDITIONAL FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.06 of the Pooling
and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding
Form 10-D Item described in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the
case of financial statements required to be provided in connection with Item 6 below, possession) of such information (other than
information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information
with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice
to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying Agent, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no
“significant obligor” other than a party identified as such in the Prospectus Supplement. For this COMM 2015-LC23 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative
instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.


 


	Item on Form 10-D	Party Responsible
	Distribution and Pool Performance Information: Only with respect to any information required by 1121 which is NOT included on the Distribution Date Statement	
        ·    Each
        Master Servicer (only with respect to 1121(a)(12) as to non Specially Serviced Loans)

        ·    Special
        Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans)

        ·    Depositor

        ·    Certificate
        Administrator

        ·    Each
        Mortgage Loan Seller (only with respect to 1121(c)(2))

	Item 2: Legal Proceedings:

Item 1117 of Regulation AB (to the extent material to Certificateholders)	
        ·    Master
        Servicer (as to itself)

        ·    Special
        Servicer (as to itself)

        ·    Trustee
        (as to itself)

        ·    Certificate
        Administrator (as to itself)

        ·    Depositor
        (as to itself)

        ·    Any
        other Reporting Servicer (as to itself)

        



  



    	Sch. IV-1



    	 



    




 


	 	
        ·    Trustee/Certificate
Administrator/Master  Servicer/Depositor/Special Servicer as to the Trust

        ·    Each
        Mortgage Loan Seller

        ·    Originators
        under Item 1110 of Regulation AB (to be provided by the Depositor)

        ·    Party
        under Item 1100(d)(1) of Regulation AB (to be provided by the

 Depositor)

	Item 3: Sale of Securities and Use of Proceeds	·    Depositor
	Item 4: Defaults Upon Senior Securities	
        ·    Certificate
        Administrator

        ·    Trustee

	Item 5: Submission of Matters to a Vote of Security Holders	·    Certificate Administrator
	Item 6: Significant Obligors of Pool Assets	·    Master Servicer
	[Item 7: Change in Sponsor Interest in the Securities]**	·    [Each Mortgage Loan Seller as to itself and its affiliates]**
	[Item 7][Item 8]**: Significant Enhancement Provider Information	·    N/A
	[Item 8][Item 9]**: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	·    Any party responsible for disclosure items on Form 8-K to the extent of such items
	[Item 9][Item 10]**: Exhibits	
        ·    Depositor
        (exhibits required by Item 601 of Regulation S-K, such as material agreements)

        ·    Certificate
        Administrator (Monthly Statement to Certificateholders)



 


* Effective
from and after November 23, 2016, unless otherwise indicated by the Commission in a manner satisfactory to the Depositor.


** Effective from and after
November 23, 2015.


 






    	Sch. IV-2



    	 



    

 


 SCHEDULE V


 


ADDITIONAL FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.07 of the Pooling
and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding
Form 10-K Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the
case of financial statements required to be provided in connection with 1112(b) below, possession) of such information (other than
information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information
with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice
to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying Agent, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no
“significant obligor” other than a party identified as such in the Prospectus Supplement. For this COMM 2015-LC23 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative
instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.


 


	Item on Form 10-K	Party Responsible
	Item 1B: Unresolved Staff Comments	·    Depositor
	Item 9B: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	·    Any party responsible for disclosure items on Form 8-K to the extent of such items
	Item 15: Exhibits, Financial Statement Schedules	
        ·    Certificate
        Administrator

        ·    Depositor



 






    	Sch. V-1



    	 



    




 





	Additional Item:

Disclosure per Item 1117 of Regulation AB (to the extent material to Certificateholders)	
        ·    Master
        Servicer (as to itself)

        ·    Special
        Servicer (as to itself)

        ·    Certificate
        Administrator (as to itself)

        ·    Trustee
        (as to itself)

        ·    Depositor
        (as to itself)

        ·    Operating
        Advisor (as to itself)

        ·    Any
        other Reporting Servicer (as to itself)

        ·    Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust

        ·    Each
        Mortgage Loan Seller

        ·    Originators
        under Item 1110 of Regulation AB (to be provided by the Depositor)

        ·    Party
        under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)

	Additional Item:

Disclosure per Item 1119 of Regulation AB	
        ·    Master
        Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the Trustee,
        Certificate Administrator, Special Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))

        ·    Special
        Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the Trustee,
        Certificate Administrator, Master Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))

        ·    Certificate
        Administrator (as to itself) (to the extent material to Certificateholders)

        ·    Trustee
        (as to itself) (to the extent material to Certificateholders)

        ·    Depositor
        (as to itself)

        ·    Depositor
        (as to the Trust)

        ·    Each
        Mortgage Loan Seller

        ·    Operating
        Advisor (as to itself)

        ·    Originators
        under Item 1110 of Regulation AB (to be provided by the Depositor)

        ·    Party
        under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)

	Additional Item:

Disclosure per Item 1112(b) of Regulation AB	Master Servicer







 









    	Sch. V-2



    	 



    

 





	Additional Item:

Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB	N/A







 



    	Sch. V-3



    	 



    




 


SCHEDULE VI


 


FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.09 of the Pooling
and Servicing Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the
corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge
of such information (other than information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the
absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator,
the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively
assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For
this COMM 2015-LC23 Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, the Trustee, the
Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit
enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified
as such in the Prospectus Supplement.


 


	Item on Form 8-K	Party Responsible 
	Item 1.01- Entry into a Material Definitive Agreement



Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party. 



Examples: servicing agreement, custodial agreement.



Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus	·    Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party to or entered into on behalf of the Trust)
	Item 1.02- Termination of a Material Definitive Agreement



Disclosure is required regarding termination of any definitive agreement that is material to the	·    Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party to or entered into on behalf of the Trust)


 






    	Sch. VI-1



    	 



    

 








	Item on Form 8-K	Party Responsible 
	securitization
    (other than expiration in accordance with its terms), even if depositor is not a party. 
 
 Examples: servicing
    agreement, custodial agreement.	 
	Item 1.03- Bankruptcy or Receivership	
        ·    Depositor

        ·    Each
        Mortgage Loan Seller

	Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement



Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.



Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.	
        ·    Depositor

        ·    Certificate
        Administrator

	Item 3.03- Material Modification to Rights of Security Holders



Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement.	·    Certificate Administrator
	Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year



Disclosure is required of any amendment “to the governing documents of the issuing entity”.	·    Depositor
	Item 6.01- ABS Informational and Computational Material	·    Depositor
	Item 6.02- Change of Servicer or Trustee 



Requires disclosure of any removal, 	
        ·    Master
        Servicer (as to itself or a servicer retained by it)

        ·    Special
        Servicer (as to itself or a servicer 

        






 




























    	Sch. VI-2



    	 



    

 





	Item on Form 8-K	Party Responsible 
	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.	

                                                                                retained by it)

                                                                              ·    Certificate
        Administrator (as to itself or an entity retained by it)

        ·    Trustee

        ·    Depositor

	Reg AB disclosure about any new servicer or master servicer is also required.	·    Master Servicer or Special Servicer, as applicable
	Reg
    AB disclosure about any new Trustee is also required.	·    Trustee
	Reg AB disclosure about any new Certificate Administrator is also required.	·    Certificate Administrator
	Item 6.03- Change in Credit Enhancement or External Support	  N/A
	Item 6.04- Failure to Make a Required Distribution	·    Certificate Administrator
	Item 6.05- Securities Act Updating Disclosure



If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool.



If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.	·    Depositor
	Item 7.01- Regulation FD Disclosure	·    Depositor
	Item 8.01 – Other Events



Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders.	·    Depositor
	Item 9.01 – Financial Statements and Exhibits	·    Responsible party for reporting/disclosing the financial statement or exhibit





 



    	Sch. VI-3



    	 



    




 


SCHEDULE VII 


 


INITIAL SERVICED COMPANION LOAN NOTEHOLDERS










 


	Serviced Companion 

Loan	Initial Noteholders	Address
	Equity Inns Portfolio	Ladder Capital Finance LLC

(Note A-1-B, Note A-2-A, Note A-2-B and Note A-3 Holder)


	Ladder Capital Finance LLC

345 Park Avenue, 8th Floor

New York, New York 10154

Attention: Pamela McCormack
	Equity Inns Portfolio	German American Capital Corporation

(Note A-4-B, Note A-5 and Note A-6 Holder)	German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye
	32 Avenue of the Americas	JPMorgan Chase Bank, National Association

(Note A-1, Note A-2 and Note A-3 Holder)	JPMorgan Chase Bank, National Association

383 Madison Avenue 

New York, New York 10179

Attention: Joseph E. Geoghan

Facsimile No.: (212) 272-7047
	32 Avenue of the Americas	German American Capital Corporation

(Note A-5 Holder)	German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye
	Harvey Building Products Portfolio	Ladder Capital Finance LLC

(Note A-2 and Note A-3 Holder)	Ladder Capital Finance LLC

345 Park Avenue, 8th Floor

New York, New York 10154

Attention: Pamela McCormack
	Springfield Mall	Cantor Commercial Real Estate Lending, L.P.

(Note A-2 Holder)	Cantor Commercial Real Estate Lending, L.P.

110 East 59th Street, 6th Floor

New York, New York 10022

Attention: Legal Department





 






    	Sch. VII-1



    	 



    

 





SCHEDULE VIII


 


CONTACT INFORMATION FOR THE OTHER 17G-5
INFORMATION PROVIDER


 


	Other 17g-5 Information 

Provider	Transaction	Contact Information
	Wells Fargo Bank, National Association	MAD 2015-11MD Mortgage Trust Commercial Mortgage Pass-Through Certificates	
        17g5informationprovider@wellsfargo.com
(in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s
system, specifically with a subject reference of “MAD 2015-11MD” and an identification of the type of information
being provided in the body of such electronic mail) 

         

	Wells Fargo Bank, National Association	Wells Fargo Commercial Mortgage Trust 2015-LC22 Commercial Mortgage Pass-Through Certificates, Series 2015-LC22	
        17g5informationprovider@wellsfargo.com
(in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s
system, specifically with a subject reference of “WFCM 2015-LC22” and an identification of the type of information
being provided in the body of such electronic mail) 



 




    	Sch. VIII-1



    	 



    

 





SCHEDULE IX


 


CLASS XP-A REFERENCE RATES


 


	
        Distribution
        Date*
	
        Reference
        Rate
	
        Distribution
        Date*
	
        Reference
        Rate
	
        Distribution
        Date*
	
        Reference
        Rate

	12/10/2015	4.396%	4/10/2019	4.700%	8/10/2022	4.614%
	1/10/2016	4.588%	5/10/2019	4.545%	9/10/2022	4.614%
	2/10/2016	4.450%	6/10/2019	4.700%	10/10/2022	4.462%
	3/10/2016	4.469%	7/10/2019	4.545%	11/10/2022	4.595%
	4/10/2016	4.648%	8/10/2019	4.700%	12/10/2022	4.443%
	5/10/2016	4.507%	9/10/2019	4.699%	1/10/2023	4.443%
	6/10/2016	4.689%	10/10/2019	4.545%	2/10/2023	4.443%
	7/10/2016	4.544%	11/10/2019	4.699%	3/10/2023	4.443%
	8/10/2016	4.700%	12/10/2019	4.544%	4/10/2023	4.594%
	9/10/2016	4.700%	1/10/2020	4.699%	5/10/2023	4.442%
	10/10/2016	4.546%	2/10/2020	4.544%	6/10/2023	4.594%
	11/10/2016	4.700%	3/10/2020	4.544%	7/10/2023	4.442%
	12/10/2016	4.546%	4/10/2020	4.699%	8/10/2023	4.593%
	1/10/2017	4.546%	5/10/2020	4.541%	9/10/2023	4.593%
	2/10/2017	4.546%	6/10/2020	4.689%	10/10/2023	4.442%
	3/10/2017	4.546%	7/10/2020	4.532%	11/10/2023	4.593%
	4/10/2017	4.700%	8/10/2020	4.617%	12/10/2023	4.441%
	5/10/2017	4.545%	9/10/2020	4.617%	1/10/2024	4.593%
	6/10/2017	4.700%	10/10/2020	4.465%	2/10/2024	4.441%
	7/10/2017	4.545%	11/10/2020	4.617%	3/10/2024	4.441%
	8/10/2017	4.700%	12/10/2020	4.465%	4/10/2024	4.592%
	9/10/2017	4.700%	1/10/2021	4.464%	5/10/2024	4.441%
	10/10/2017	4.545%	2/10/2021	4.464%	6/10/2024	4.592%
	11/10/2017	4.700%	3/10/2021	4.465%	7/10/2024	4.440%
	12/10/2017	4.545%	4/10/2021	4.616%	8/10/2024	4.591%
	1/10/2018	4.545%	5/10/2021	4.464%	9/10/2024	4.591%
	2/10/2018	4.545%	6/10/2021	4.616%	10/10/2024	4.440%
	3/10/2018	4.546%	7/10/2021	4.464%	11/10/2024	4.591%
	4/10/2018	4.700%	8/10/2021	4.616%	12/10/2024	4.439%
	5/10/2018	4.545%	9/10/2021	4.616%	1/10/2025	4.439%
	6/10/2018	4.700%	10/10/2021	4.463%	2/10/2025	4.439%
	7/10/2018	4.545%	11/10/2021	4.615%	3/10/2025	4.440%
	8/10/2018	4.700%	12/10/2021	4.463%	4/10/2025	4.717%
	9/10/2018	4.700%	1/10/2022	4.463%	5/10/2025	4.566%
	10/10/2018	4.545%	2/10/2022	4.463%	6/10/2025	4.734%
	11/10/2018	4.700%	3/10/2022	4.463%	7/10/2025	4.642%
	12/10/2018	4.545%	4/10/2022	4.615%	8/10/2025	4.777%
	1/10/2019	4.545%	5/10/2022	4.462%	9/10/2025 and after	0.000%
	2/10/2019	4.545%	6/10/2022	4.614%	 	 
	3/10/2019	4.545%	7/10/2022	4.462%	 	 


 



		*	Assumes each distribution date occurs on the 10th of the month.








 


 






    	Sch. IX-1