Exhibit 4.1


 





 


EXECUTION VERSION





	 






 


MORGAN STANLEY CAPITAL I INC.

as Depositor,


 


Wells
fargo bank, national association,

as Master Servicer,



CWCapital Asset Management LLC,

as Special Servicer,



SITUS HOLDINGS, LLC,

as Trust Advisor,


 


wilmington
trust, national association,

as Trustee,


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator, Certificate Registrar, Authenticating Agent and Custodian




POOLING AND SERVICING AGREEMENT


 


Dated as of November 1, 2015


 


MORGAN STANLEY BANK OF AMERICA MERRILL
LYNCH TRUST 2015-C27,


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C27


	 





 



    	 



    	 



    




 




	 	 	 	 
	 	TABLE OF CONTENTS	 	 
	 	 	 	Page
	 	 	 	 
	 	ARTICLE I	 	 
	 	DEFINITIONS;	 	 
	 	CALCULATIONS AND CERTAIN OTHER MATTERS	 	 
	 	 	 	 
	Section 1.1	Definitions	 	6
	Section 1.2	Calculations Respecting Mortgage Loans	 	118
	Section 1.3	Calculations Respecting Accrued Interest	 	122
	Section 1.4	Interpretation	 	122
	Section 1.5	ARD Loans	 	123
	Section 1.6	Certain Matters with Respect to Loan Pairs, A/B Whole Loans and Non-Serviced Loan Combinations	 	123
	Section 1.7	Rating Agency Confirmations	 	128
	 	 	 	 
	 	ARTICLE II	 	 
	 	DECLARATION OF TRUST;	 	 
	 	ISSUANCES OF CERTIFICATES	 	 
	 	 	 	 
	Section 2.1	Conveyance of Mortgage Loans	 	131
	Section 2.2	Acceptance by Trustee	 	135
	Section 2.3	Sellers’ Repurchase of Mortgage Loans for Material Document Defects and Material Breaches of Representations and Warranties	 	137
	Section 2.4	Representations and Warranties	 	146
	Section 2.5	Conveyance of Interests	 	147
	Section 2.6	Certain Matters Relating to Non-Serviced Mortgage Loans	 	148
	 	 	 	 
	 	ARTICLE III	 	 
	 	THE CERTIFICATES	 	 
	 	 	 	 
	Section 3.1	The Certificates	 	148
	Section 3.2	Registration	 	149
	Section 3.3	Transfer and Exchange of Certificates	 	149
	Section 3.4	Mutilated, Destroyed, Lost or Stolen Certificates	 	155
	Section 3.5	Persons Deemed Owners	 	156
	Section 3.6	Access to List of Certificateholders’ Names and Addresses	 	156
	Section 3.7	Book-Entry Certificates	 	156
	Section 3.8	Notices to Clearing Agency	 	160
	Section 3.9	Definitive Certificates	 	160
	 	 	 	 
	 	ARTICLE IV	 	 
	 	ADVANCES	 	 
	 	 	 	 
	Section 4.1	P&I Advances by Master Servicer	 	161
	Section 4.1A	P&I Advances with Respect to Non-Serviced Mortgage Loans and Serviced Pari Passu Mortgage Loans	 	162


 



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	 	 	 	Page
	 	 	 	 
	Section 4.2	Servicing Advances	 	164
	Section 4.3	Advances by the Trustee	 	165
	Section 4.4	Evidence of Nonrecoverability	 	165
	Section 4.5	Interest on Advances; Calculation of Outstanding Advances with Respect to a Mortgage Loan	 	167
	Section 4.6	Reimbursement of Advances and Advance Interest	 	168
	 	 	 	 
	 	ARTICLE V	 	 
	 	ADMINISTRATION OF THE TRUST	 	 
	 	 	 	 
	Section 5.1	Collections	 	169
	Section 5.2	Withdrawals of Funds in the Collection Account	 	173
	Section 5.3	Distribution Account and Reserve Accounts	 	184
	Section 5.4	Certificate Administrator Reports	 	186
	Section 5.5	Certificate Administrator Tax Reports	 	195
	Section 5.6	Access to Certain Information	 	196
	Section 5.7	Exchange Act Rule 17g-5 Procedures	 	198
	 	 	 	 
	 	ARTICLE VI	 	 
	 	DISTRIBUTIONS	 	 
	 	 	 	 
	Section 6.1	Distributions Generally	 	206
	Section 6.2	Compliance with Withholding Requirements	 	206
	Section 6.3	REMIC I	 	207
	Section 6.4	REMIC II	 	208
	Section 6.5	REMIC III	 	208
	Section 6.6	Allocation of Collateral Support Deficits	 	216
	Section 6.7	Prepayment Interest Shortfalls and Net Aggregate Prepayment Interest Shortfalls	 	218
	Section 6.8	Adjustment of Master Servicing Fees	 	218
	Section 6.9	Appraisal Reductions	 	218
	Section 6.10	Prepayment Premiums	 	222
	Section 6.11	Allocation of Trust Advisor Expenses	 	224
	 	 	 	 
	 	ARTICLE VII	 	 
	 	CONCERNING THE TRUSTEE, THE CUSTODIAN AND THE CERTIFICATE	 	 
	 	ADMINISTRATOR	 	 
	 	 	 	 
	Section 7.1	Duties of the Trustee, the Custodian and the Certificate Administrator	 	228
	Section 7.2	Certain Matters Affecting the Trustee, the Custodian and the Certificate Administrator	 	229
	Section 7.3	The Trustee, the Custodian and the Certificate Administrator Not Liable for Certificates or Interests or Mortgage Loans	 	231
	Section 7.4	The Trustee, the Custodian and the Certificate Administrator May Own Certificates	 	233
	Section 7.5	Eligibility Requirements for the Trustee, the Custodian and the Certificate Administrator	 	233


 



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	 	 	 	Page
	 	 	 	 
	Section 7.6	Resignation and Removal of the Trustee, the Custodian or the Certificate Administrator	 	234
	Section 7.7	Successor Trustee, Custodian or Certificate Administrator	 	238
	Section 7.8	Merger or Consolidation of Trustee, Custodian or Certificate Administrator	 	239
	Section 7.9	Appointment of Co-Trustee, Separate Trustee, Agents or Custodian	 	240
	Section 7.10	Authenticating Agents	 	242
	Section 7.11	Indemnification of Trustee, the Custodian and the Certificate Administrator	 	242
	Section 7.12	Fees and Expenses of Trustee, the Custodian and the Certificate Administrator	 	245
	Section 7.13	Collection of Moneys	 	246
	Section 7.14	Trustee To Act; Appointment of Successor	 	246
	Section 7.15	Notification to Holders	 	248
	Section 7.16	Representations and Warranties of the Trustee, the Custodian and the Certificate Administrator	 	249
	Section 7.17	Fidelity Bond and Errors and Omissions Insurance Policy Maintained by the Trustee, the Custodian and the Certificate Administrator	 	251
	Section 7.18	Capacities	 	252
	 	 	 	 
	 	ARTICLE VIII	 	 
	 	ADMINISTRATION AND SERVICING OF MORTGAGE LOANS	 	 
	 	 	 	 
	Section 8.1	Servicing Standard; Servicing Duties	 	252
	Section 8.2	Fidelity Bond and Errors and Omissions Insurance Policy Maintained by the Master Servicer	 	254
	Section 8.3	Master Servicer’s General Power and Duties	 	255
	Section 8.4	Sub-Servicing	 	263
	Section 8.5	Master Servicer May Own Certificates	 	264
	Section 8.6	Maintenance of Hazard Insurance, Other Insurance, Taxes and Other	 	265
	Section 8.7	Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due- on-Encumbrance Clause	 	267
	Section 8.8	Custodian to Cooperate; Release of Trust Mortgage Files	 	271
	Section 8.9	Documents, Records and Funds in Possession of Master Servicer to be Held for the Trustee for the Benefit of the Certificateholders	 	272
	Section 8.10	Servicing Compensation	 	273
	Section 8.11	Master Servicer Reports; Account Statements	 	276
	Section 8.12	Reserved	 	278
	Section 8.13	Reserved	 	278
	Section 8.14	CREFC® Operating Statement Analysis Reports Regarding the Mortgaged Properties	 	278
	Section 8.15	Other Available Information and Certain Rights of the Master Servicer	 	279
	Section 8.16	Rule 144A Information	 	281
	Section 8.17	Inspections	 	282
	Section 8.18	Modifications, Waivers, Amendments, Extensions and Consents	 	282
	Section 8.19	Specially Serviced Mortgage Loans	 	284
	Section 8.20	Representations, Warranties and Covenants of the Master Servicer	 	285


 






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	 	 	 	Page
	 	 	 	 
	Section 8.21	Merger or Consolidation	 	287
	Section 8.22	Resignation of Master Servicer	 	287
	Section 8.23	Assignment or Delegation of Duties by Master Servicer	 	288
	Section 8.24	Limitation on Liability of the Master Servicer and Others	 	289
	Section 8.25	Indemnification; Third-Party Claims	 	291
	Section 8.26	Loan Registry	 	294
	Section 8.27	Compliance with REMIC Provisions and Grantor Trust Provisions	 	294
	Section 8.28	Termination	 	294
	Section 8.29	Procedure Upon Termination	 	297
	Section 8.30	Certain Matters with Respect to Joint Mortgage Loans	 	300
	Section 8.31	Delivery of Excluded Information to the Certificate Administrator	 	304
	 	 	 	 
	 	ARTICLE IX	 	 
	 	ADMINISTRATION AND SERVICING OF	 	 
	 	SPECIALLY SERVICED MORTGAGE LOANS BY SPECIAL SERVICER	 	 
	 	 	 	 
	Section 9.1	Duties of Special Servicer	 	305
	Section 9.2	Fidelity Bond and Errors and Omissions Insurance Policy of Special Servicer	 	307
	Section 9.3	Special Servicer General Powers and Duties	 	307
	Section 9.4	Sub-Servicers	 	309
	Section 9.5	“Due-on-Sale” Clauses; Assignment and Assumption Agreements; Modifications of Specially Serviced Mortgage Loans; Due-on- Encumbrance Clauses	 	310
	Section 9.6	Custodian to Cooperate; Release of Mortgage Files	 	314
	Section 9.7	Documents, Records and Funds in Possession of Special Servicer To Be Held for the Trustee	 	315
	Section 9.8	Representations, Warranties and Covenants of the Special Servicer	 	316
	Section 9.9	Standard Hazard, Flood and Commercial General Liability Policies	 	318
	Section 9.10	Presentment of Claims and Collection of Proceeds	 	320
	Section 9.11	Compensation to the Special Servicer	 	320
	Section 9.12	Realization Upon Defaulted Loans	 	323
	Section 9.13	Foreclosure	 	325
	Section 9.14	Operation of REO Property	 	326
	Section 9.15	Sale of REO Property	 	329
	Section 9.16	Realization on Collateral Security	 	331
	Section 9.17	Sale of Defaulted Loans	 	331
	Section 9.18	A/B Whole Loans	 	336
	Section 9.19	Reserved	 	336
	Section 9.20	Merger or Consolidation	 	336
	Section 9.21	Resignation of Special Servicer	 	336
	Section 9.22	Assignment or Delegation of Duties by Special Servicer	 	338
	Section 9.23	Limitation on Liability of the Special Servicer and Others	 	339
	Section 9.24	Indemnification; Third-Party Claims	 	341
	Section 9.25	Reserved	 	344
	Section 9.26	Special Servicer May Own Certificates	 	344
	Section 9.27	Tax Reporting	 	344


 






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	 	 	 	Page
	 	 	 	 
	Section 9.28	Application of Funds Received	 	344
	Section 9.29	Compliance with REMIC Provisions and Grantor Trust Provisions	 	345
	Section 9.30	Termination	 	345
	Section 9.31	Procedure Upon Termination	 	353
	Section 9.32	Certain Special Servicer Reports	 	354
	Section 9.33	Special Servicer to Cooperate with the Master Servicer, the Trustee, the Custodian and the Certificate Administrator	 	359
	Section 9.34	Excluded Mortgage Loan Notices	 	361
	 	 	 	 
	 	ARTICLE X	 	 
	 	CERTAIN MATTERS RELATING TO THE CONTROLLING CLASS	 	 
	 	REPRESENTATIVE, THE TRUST ADVISOR AND THE HOLDERS	 	 
	 	OF THE SERVICED B NOTES AND SERVICED COMPANION LOANS	 	 
	 	 	 	 
	Section 10.1	Selection and Removal of the Controlling Class Representative	 	361
	Section 10.2	Limitation on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders	 	362
	Section 10.3	Rights and Powers of Controlling Class Representative	 	363
	Section 10.4	Controlling Class Representative and Trust Advisor Contact with Master Servicer and Special Servicer	 	366
	Section 10.5	Appointment, Duties and Compensation of the Trust Advisor	 	366
	Section 10.6	Representations, Warranties and Covenants of the Trust Advisor	 	371
	Section 10.7	Merger or Consolidation of the Trust Advisor	 	372
	Section 10.8	Resignation of Trust Advisor	 	373
	Section 10.9	Assignment or Delegation of Duties by Trust Advisor	 	374
	Section 10.10	Limitation on Liability of the Trust Advisor and Others	 	374
	Section 10.11	Indemnification; Third-Party Claims	 	376
	Section 10.12	Termination of the Trust Advisor	 	378
	Section 10.13	Rights of the Holders of a Serviced B Note and Serviced Companion Loan	 	381
	Section 10.14	Rights of Non-Directing Holders	 	383
	 	 	 	 
	 	ARTICLE XI	 	 
	 	PURCHASE AND TERMINATION OF THE TRUST	 	 
	 	 	 	 
	Section 11.1	Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans	 	384
	Section 11.2	Procedure Upon Termination of Trust	 	387
	Section 11.3	Additional Trust Termination Requirements	 	388
	 	 	 	 
	 	ARTICLE XII	 	 
	 	REMIC AND GRANTOR TRUST ADMINISTRATION	 	 
	 	 	 	 
	Section 12.1	REMIC Administration	 	389
	Section 12.2	Prohibited Transactions and Activities	 	395
	Section 12.3	Modifications of Mortgage Loans	 	395
	Section 12.4	Liability with Respect to Certain Taxes and Loss of REMIC Status	 	395


 



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	 	 	 	Page
	 	 	 	 
	Section 12.5	Grantor Trust	 	396
	Section 12.6	Grantor Trust Reporting Requirements	 	396
	 	 	 	 
	 	ARTICLE XIII	 	 
	 	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	 	 
	 	 	 	 
	Section 13.1	Intent of the Parties; Reasonableness	 	397
	Section 13.2	Information to be Provided by the Master Servicer, the Special Servicer, the Custodian, any Primary Servicer and the Certificate Administrator	 	398
	Section 13.3	Filing Obligations	 	401
	Section 13.4	Form 10-D Filings	 	401
	Section 13.5	Form 10-K Filing	 	403
	Section 13.6	Sarbanes-Oxley Certification	 	406
	Section 13.7	Form 8-K Filings	 	407
	Section 13.8	Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports	 	409
	Section 13.9	Annual Compliance Statements	 	410
	Section 13.10	Annual Reports on Assessment of Compliance with Servicing Criteria	 	411
	Section 13.11	Annual Independent Public Accountants’ Servicing Report	 	414
	Section 13.12	Indemnification	 	415
	Section 13.13	Amendments	 	419
	Section 13.14	Exchange Act Report Signatures	 	419
	Section 13.15	Significant Obligors	 	419
	 	 	 	 
	 	ARTICLE XIV	 	 
	 	MISCELLANEOUS PROVISIONS	 	 
	 	 	 	 
	Section 14.1	Binding Nature of Agreement	 	421
	Section 14.2	Entire Agreement	 	421
	Section 14.3	Amendment	 	421
	Section 14.4	GOVERNING LAW	 	424
	Section 14.5	Notices	 	424
	Section 14.6	Severability of Provisions	 	427
	Section 14.7	Indulgences; No Waivers	 	427
	Section 14.8	Headings Not to Affect Interpretation	 	428
	Section 14.9	Benefits of Agreement	 	428
	Section 14.10	Reserved	 	428
	Section 14.11	Counterparts	 	428
	Section 14.12	Intention of Parties	 	428
	Section 14.13	Recordation of Agreement	 	430
	Section 14.14	Rating Agency Surveillance Fees	 	430
	Section 14.15	Waiver of Jury Trial	 	430
	Section 14.16	Submission to Jurisdiction	 	430
	Section 14.17	Limitation on Rights of Holders	 	431
	Section 14.18	Acts of Holders of Certificates	 	432
	Section 14.19	Compliance with Patriot Act	 	433


  



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	 	 	 	Page
	 	 	 	 
	Section 14.20	Precautionary Trust Indenture Act Provisions	 	433
	Section 14.21	Limitation on Liability of the Depositor and Others	 	433


 






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	EXHIBITS AND
    SCHEDULES
	 	 	 
	EXHIBIT A-1	 	Form of Class A-1 Certificate
	EXHIBIT A-2	 	Form of Class A-SB Certificate
	EXHIBIT A-3	 	Form of Class A-2 Certificate
	EXHIBIT A-4	 	Form of Class A-3 Certificate
	EXHIBIT A-5	 	Form of Class A-4 Certificate
	EXHIBIT A-6	 	Form of Class X-A Certificate
	EXHIBIT A-7	 	Form of Class A-S Certificate
	EXHIBIT A-8	 	Form of Class B Certificate
	EXHIBIT A-9	 	Form of Class C Certificate
	EXHIBIT A-10	 	Form of Class X-B Certificate
	EXHIBIT A-11	 	Form of Class X-D Certificate
	EXHIBIT A-12	 	Form of Class X-E Certificate
	EXHIBIT A-13	 	Form of Class X-F Certificate
	EXHIBIT A-14	 	Form of Class X-GH Certificate
	EXHIBIT A-15	 	Form of Class X-J Certificate
	EXHIBIT A-16	 	Form of Class D Certificate
	EXHIBIT A-17	 	Form of Class E Certificate
	EXHIBIT A-18	 	Form of Class F Certificate
	EXHIBIT A-19	 	Form of Class G Certificate
	EXHIBIT A-20	 	Form of Class H Certificate
	EXHIBIT A-21	 	Form of Class J Certificate
	EXHIBIT A-22	 	Form of Class V Certificate
	EXHIBIT A-23	 	Form of Class R Certificate
	EXHIBIT A-24	 	Form of Class HMD Certificate
	EXHIBIT B-1	 	Form of Initial Certification (Section 2.2)
	EXHIBIT B-2	 	Form of Final Certification (Section 2.2)
	EXHIBIT C	 	Form of Request for Release
	EXHIBIT D-1	 	Form of Transferor Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c))
	EXHIBIT D-2A	 	Form I of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c))
	EXHIBIT D-2B	 	Form II of Transferee Certificate for Transfers of Definitive Privately Offered Certificates (Section 3.3(c))
	EXHIBIT D-3	 	Form of Transfer Certificate to an Interest in a Rule 144A Global Certificate
	EXHIBIT E-1	 	Form of Transferee Affidavit and Agreement (Class R) (Section 3.3(e))
	EXHIBIT E-2	 	Form of Transferor Affidavit and Agreement (Class R) (Section 3.3(e))
	EXHIBIT F	 	Form of Regulation S Certificate
	EXHIBIT G	 	Form of Exchange Certification (“Exchange Certificate”)
	EXHIBIT H	 	Form of Euroclear Bank or Clearstream Bank Certificate (Section 3.7(d))
	EXHIBIT I-1A	 	Form of Investor Certification for Non-Borrower Party (for Persons other than the Controlling Class Representative and/or a Controlling Class Certificateholder)


 



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


 



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	SCHEDULE XIII	 	Form 8-K Disclosure Information
	SCHEDULE XIV	 	Additional Disclosure Notification
	SCHEDULE XV	 	Seller Sub-Servicers
	SCHEDULE XVI	 	Letters of Credit
	SCHEDULE XVII	 	Class A-SB Planned Principal Balance
	SCHEDULE XVIII	 	Hospitality Properties Subject to Franchise, Management or Similar Agreement


 



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THIS POOLING AND SERVICING
AGREEMENT is dated as of November 1, 2015 (this “Agreement”) between MORGAN STANLEY CAPITAL I INC.,
a Delaware corporation, as depositor (the “Depositor”), WELLS FARGO BANK, NATIONAL ASSOCIATION,
as master servicer (in such capacity, the “Master Servicer”), CWCAPITAL
ASSET MANAGEMENT LLC, as special servicer (the “Special Servicer”), SITUS
HOLDINGS, LLC, as trust advisor (the “Trust Advisor”), WILMINGTON TRUST, NATIONAL ASSOCIATION,
as trustee (the “Trustee”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator
(in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent, and custodian
(in such capacity, the “Custodian”).


 


PRELIMINARY STATEMENT


 


On the Closing Date, the Depositor will acquire the Mortgage Loans and the Hammond Square B Note from
Morgan Stanley Mortgage Capital Holdings LLC, as seller (“MSMCH”), Bank of America, National Association, as
seller (“BANA”), CIBC Inc., as seller (“CIBC”), and Starwood Mortgage Funding III LLC, as
seller (“SMF III”), and will be the owner of the Mortgage Loans and the Hammond Square B Note and the other
property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor
will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest,
the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (including, in the case of the
Herald Center Mortgage Loan, the Herald Center REMIC II Regular Interest A-3), in each case other than any Excess Interest payable
thereon, and the Hammond Square B Note and the other property constituting REMIC I; (ii) the REMIC II Regular Interests
and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer
of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates and, to the extent they
represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II
Regular Interests to the Trust; and (iv) the Class V Certificates as consideration for its transfer to the Trust of the right to
receive Excess Interest. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the foregoing
and the issuance of (A) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest,
the Class R Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II
Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates, representing
in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates and, to the
extent they represent the REMIC III Residual Interest, the Class R Certificates, representing in the aggregate the entire
beneficial ownership of REMIC III and (D) the Class V Certificates, representing in the aggregate the entire beneficial ownership
of the Class V Specific Grantor Trust Assets. Excess Interest received on the Mortgage Loans shall be held in the Grantor Trust
for the benefit of the Holders of the Class V Certificates. All covenants and agreements made by the Depositor herein with respect
to the Mortgage Loans, the Hammond Square B Note and the other property constituting the Trust are for the benefit of the holders
of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular
Certificates and the Holders of the Class V and Class R Certificates. The parties hereto are entering into this Agreement,
and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged.


  



    	 



    	 



    




 


The Class A Senior Certificates
and the Class X-A, Class A-S, Class B and Class C Certificates (collectively, the “Registered Certificates”)
were offered for sale pursuant to the Depositor’s prospectus dated October 1, 2013 (the “Prospectus”),
as supplemented by the free writing prospectuses dated November 6, 2015 and November 13, 2015 (collectively, the “Free
Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further
supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together
with the Prospectus, the “Final Prospectus”). The Class X-B, Class X-D, Class X-E, Class X-F, Class X-GH, Class
X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class V, Class HMD and Class R Certificates will be offered for sale
pursuant to a Preliminary Private Placement Memorandum dated November 6, 2015 (as supplemented by the preliminary private placement
memorandum supplement, dated November 13, 2015, collectively, the “Preliminary Private Placement Memorandum”)
and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).


 


REMIC I


 





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


  


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


 


REMIC II


 


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


 



    	2



    	 



    




 


The following table sets
forth the designation, the initial REMIC II Principal Amount, the corresponding Class of Principal Balance Certificates or Class
HMD Certificates (the “Corresponding Certificates”) and corresponding Class X REMIC III Regular Interest (the
“Corresponding Class X REMIC III Regular Interest”) with respect to each REMIC II Regular Interest. Each REMIC
II Regular Interest other than the Class HMD REMIC II Regular Interest shall have a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate from time to time. The Class HMD REMIC II Regular Interest shall have a Pass-Through Rate equal to the
REMIC I Net Mortgage Rate for the Hammond Square B Note. The Class R Certificates will have no principal amount and no Pass-Through
Rate, but (insofar as such Certificates represent the REMIC II Residual Interest) will entitle Holders thereof to receive the proceeds
of any assets remaining in REMIC II after all the REMIC II Regular Interests have been paid in full.





	 	 	 	 	 	 	 	 	 
	Designations of
 REMIC II
 Regular Interests	 	Initial
 REMIC II
 Principal Amount	 	Corresponding
 Certificates	 	Corresponding 

Class X REMIC III
 Regular Interest
	 	 	 	 	 	 	 
	A-1	 	$	46,400,000	 	 	Class A-1	 	X-A-1
	A-SB	 	$	72,000,000	 	 	Class A-SB	 	X-A-SB
	A-2	 	$	40,000,000	 	 	Class A-2	 	X-A-2
	A-3	 	$	175,000,000	 	 	Class A-3	 	X-A-3
	A-4	 	$	242,202,000	 	 	Class A-4	 	X-A-4
	A-S	 	$	57,560,000	 	 	Class A-S	 	X-A-S
	B	 	$	49,338, 000	 	 	Class B	 	N/A
	C	 	$	34,947,000	 	 	Class C	 	N/A
	D	 	$	38,031,000	 	 	Class D	 	X-D
	E	 	$	8,223,000	 	 	Class E	 	X-E
	F	 	$	12,334,000	 	 	Class F	 	X-F
	G	 	$	13,362,000	 	 	Class G	 	X-G
	H	 	$	9,177,000	 	 	Class H	 	X-H
	J	 	$	23,715,316	 	 	Class J	 	X-J
	HMD	 	$	15,000,000	 	 	Class HMD	 	N/A



 


REMIC III


 


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


 


The following table sets
forth the Class designation, initial Aggregate Certificate Balance (or initial Notional Amount) and corresponding REMIC II Regular
Interest(s) (each, a


 






    	3



    	 



    

 


“Corresponding
REMIC II Regular Interest”) with respect to each Class of REMIC III Regular Certificates. On each Distribution Date,
the Pass-Through Rate for each Class of Certificates (other than the Class V and Class R Certificates) will be determined as set
forth herein under the definition of “Pass-Through Rate.” The Class R Certificates will have no Aggregate Certificate
Balance or Pass-Through Rate, but (insofar as such Certificates represent the REMIC III Residual Interest) will entitle the Holders
thereof to receive the proceeds of any remaining assets in REMIC III after the Aggregate Certificate Balance of the Class A-1,
Class A-SB, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J
and Class HMD Certificates have been reduced to zero and any Collateral Support Deficits previously allocated thereto (and any
interest thereon) have been reimbursed.


 


The Holders of the Class
HMD Certificates shall only be entitled to receive distributions in respect of, and shall only incur losses with respect to, the
Hammond Square B Note, which is not part of the mortgage pool backing the Certificates other than the Class HMD Certificates.
No Class of Certificates (other than the Class HMD Certificates and the Class R Certificates) has any interest in the Hammond
Square B Note.


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

Regular Interest(s)
	 	 	 	 	 
	Class A-1	 	$	46,400,000	 	 	A-1
	Class A-SB	 	$	72,000,000	 	 	A-SB
	Class A-2	 	$	40,000,000	 	 	A-2
	Class A-3	 	$	175,000,000	 	 	A-3
	Class A-4	 	$	242,202,000	 	 	A-4
	Class A-S	 	$	57,560,000	 	 	A-S
	Class B	 	$	49,338, 000	 	 	B
	Class C	 	$	34,947,000	 	 	C
	Class D	 	$	38,031,000	 	 	D
	Class E	 	$	8,223,000	 	 	E
	Class F	 	$	12,334,000	 	 	F
	Class G	 	$	13,362,000	 	 	G
	Class H	 	$	9,177,000	 	 	H
	Class J	 	$	23,715,316	 	 	J
	Class X-A(a)	 	$	575,602,000(b)		 	A-1, A-SB, A-2, A-3, A-4(c)
	Class X-B(d)	 	$	57,560,000(b)






		 	A-S(e)
	Class X-D(f)	 	$	38,031,000(b)		 	D(g)
	Class X-E(h)	 	$	8,223,000(b)		 	E(i)
	Class X-F(j)	 	$	12,334,000(b)		 	F(k)
	Class X-GH(l)	 	$	22,539,000(b)		 	G and  H(m)
	Class X-J(n)	 	$	23,715,316(b)		 	J(o)
	Class HMD	 	$	15,000,000	 	 	Class HMD



 


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



 


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



 



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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


GRANTOR TRUST


 


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


 



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individual, underlying assets represented by such Certificate for federal income tax reporting purposes.


 


ARTICLE
I

DEFINITIONS;

CALCULATIONS AND CERTAIN OTHER MATTERS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


 


“535-545
Fifth Avenue Directing Holder” means the “Controlling Note Holder” or any analogous term under the 535-545
Fifth Avenue Intercreditor Agreement.


 


“535-545
Fifth Avenue Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial
holders of the promissory notes comprising the 535-545 Fifth Avenue Non-Serviced Loan Combination.


 


“535-545
Fifth Avenue Mortgage” means the Mortgage securing the 535-545 Fifth Avenue Non-Serviced Loan Combination.


 


“535-545
Fifth Avenue Mortgage Loan” means the Mortgage Loan evidenced by the promissory notes designated “Note A-3,”
“Note A-4” and “Note A-5” and identified as “535-545 Fifth Avenue” on the Mortgage Loan Schedule
and that is pari passu in right of payment with the 535-545 Fifth Avenue Non-Serviced Companion Loan to the extent set forth
in the 535-545 Fifth Avenue Intercreditor Agreement. The 535-545 Fifth Avenue Mortgage Loan is a “Mortgage Loan.”


 



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“535-545
Fifth Avenue Non-Serviced Companion Loan” means, collectively, the promissory notes designated “Note A-1”
and “Note A-2” that are not included in the Trust and are pari passu in right of payment with the 535-545 Fifth
Avenue Mortgage Loan to the extent set forth in the 535-545 Fifth Avenue Intercreditor Agreement. The 535-545 Fifth Avenue Non-Serviced
Companion Loan is not a “Mortgage Loan.”


 


“535-545
Fifth Avenue Non-Serviced Loan Combination” means, collectively, the 535-545 Fifth Avenue Mortgage Loan and the 535-545
Fifth Avenue Non-Serviced Companion Loan, which will be serviced as of the Closing Date pursuant to the MSBAM 2015-C24 Pooling
and Servicing Agreement.


 


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


 


“A/B Whole
Loan” means any mortgage loan serviced under this Agreement that is divided into a senior mortgage note that is included
in the Trust and one or more subordinated mortgage note(s) not included in the Trust. References herein to an A/B Whole Loan shall
be construed to refer to the aggregate indebtedness under the related A Note and the related subordinated note(s). The only A/B
Whole Loan related to the Trust as of the Closing Date is the Hammond Square A/B Whole Loan.


 


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


 


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


 


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


 


“Accrued
Certificate Interest” means: (a) with respect to any Class of Certificates (other than the Class X, Class V and Class
R Certificates) for any Distribution Date, interest accrued during the Interest Accrual Period relating to such Distribution Date
on the


 



    	7



    	 



    




 


Aggregate Certificate Balance of such Class immediately prior to such Distribution Date at the applicable Pass-Through Rate
for such Class and Distribution Date; and (b) with respect to any Class of Class X Certificates for any Distribution Date, all
Accrued Interest with respect to the related Class X REMIC III Regular Interests for such Distribution Date. Accrued Certificate
Interest will be calculated on a 30/360 Basis, except that Accrued Certificate Interest in respect of the Class HMD Certificates
will be calculated on an Actual/360 Basis.


 


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


 


“Acquisition
Date” means the date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the
Code), the Trust or a REMIC Pool is deemed to have acquired a Mortgaged Property (or an interest therein, in the case of the Mortgaged
Properties securing any A/B Whole Loan, Non-Serviced Mortgage Loan, Non-Serviced Companion Loan or Loan Pair).


 


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


 


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


 


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


 


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


 


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


 



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


 


“Additional
Trust Expense” means any of the following items: (i) Special Servicing Fees, Workout Fees and Liquidation Fees (in
each case to the extent not collected from the related Mortgagor); (ii) Advance Interest that cannot be paid in accordance with
Section 4.6(c); (iii) amounts paid to indemnify the Master Servicer, the Special Servicer, any applicable Non-Serviced Mortgage
Loan Master Servicer, the Trust Advisor (subject to the last sentence of this definition), any applicable Non-Serviced Mortgage
Loan Special Servicer, the Trustee, the Custodian, the Certificate Administrator (or any other Person) pursuant to the terms of
this Agreement; (iv) to the extent not otherwise paid, any federal, state, or local taxes imposed on the Trust or its assets and
paid from amounts on deposit in the Collection Account or Distribution Account; and (v) subject to the last sentence of this definition,
to the extent not otherwise covered by indemnification by one of the parties hereto or otherwise and not payable by the related
Mortgagor under any Mortgage Loan or the Hammond Square B Note, as applicable, any other unanticipated cost, liability, or expense
(or portion thereof) of the Trust (including costs of collecting such amounts or other Additional Trust Expenses) that the Trust
has not recovered, and in the judgment of the Master Servicer (or Special Servicer) will not recover, from any other source; provided
that, in the case of an A/B Whole Loan or Loan Pair, “Additional Trust Expense” shall not include any of the foregoing
amounts to the extent that the payment of those expenses are allocated to a related Serviced B Note (other than the Hammond Square
B Note) as a result of the subordination of such related Serviced B Note or to the related Serviced Companion Loan, in each case
in accordance with the terms of the related Intercreditor Agreement. Notwithstanding anything to the contrary, “Additional
Trust Expenses” shall not include (A) allocable overhead of the Master Servicer, the Special Servicer, any applicable Non-Serviced
Mortgage Loan Master Servicer, any applicable Non-Serviced Mortgage Loan Special Servicer, the Trust Advisor, the Trustee, the
Custodian, the Certificate Administrator or the Certificate Registrar, such as costs for office space, office equipment, supplies
and related expenses, employee salaries and related expenses, and similar costs and expenses related to allocable overhead (and
each of such parties shall be solely responsible for any such costs incurred by it), or (B) with respect to any Class of Control
Eligible Certificates, Trust Advisor Expenses (including Excess Trust Advisor Expenses).


 


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


 


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


 


“Advance
Interest” means interest at the Advance Rate payable to the Master Servicer, the Special Servicer or the Trustee
on outstanding Advances (other than Unliquidated


 



    	9



    	 



    




 


Advances) pursuant to Section 4.5 of this Agreement and any interest payable
to any Non-Serviced Mortgage Loan Master Servicer, any Non-Serviced Mortgage Loan Trustee or any Non-Serviced Mortgage Loan Fiscal
Agent with respect to Pari Passu Loan Nonrecoverable Advances pursuant to Section 4.4(c) hereof.


 


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


 


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


 


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


 


“Adverse
REMIC Event” means any action that, under the REMIC Provisions, if taken or not taken, as the case may be, would
either (i) endanger the status of any REMIC Pool as a REMIC or (ii) except as permitted by Section 9.14(e), result in the
imposition of a tax upon the income of any REMIC Pool or any of its assets or transactions, including without limitation the tax
on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions set forth in Section 860G(d)
of the Code.


 


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


 


“Affiliate”
means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 


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


 


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


 


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


 



    	10



    	 



    




 


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


 


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


 





“Applicable
Control Party” means, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), A/B Whole Loan,
Loan Pair or related REO Property, as the context may require, subject to the restrictions set forth in Section 10.1(c),
the Controlling Class Representative (during any Subordinate Control Period and except with respect to an A/B Whole Loan or a Loan
Pair or a related REO Property as to which the holder of the related Serviced B Note or Serviced Companion Loan, as applicable,
or its designee (including, without limitation, in the case of the Hammond Square A/B Whole Loan, if applicable, the Hammond Square
Directing Holder, the rights of which, if at any time the Hammond Square B Note is an asset of the Trust Fund, shall be exercisable
by the majority holder (or designee thereof) of the Class HMD Certificates) is the related Loan-Specific Directing Holder) or any
related Loan-Specific Directing Holder (solely with respect to an A/B Whole Loan or a Loan Pair or a related REO Property as to
which the holder of a related Serviced B Note or Serviced Companion Loan, as applicable, or its designee is the related Loan-Specific
Directing Holder), as applicable. During any Collective Consultation Period and any Senior Consultation Period, there shall be
no Applicable Control Party except: (i) to the extent provided for under the related Intercreditor Agreement, with respect to an
A/B Whole Loan or a Loan Pair or a related REO Property as to which the holder of the related Serviced B Note or Serviced Companion
Loan, as applicable, or its designee is the related Loan-Specific Directing Holder; and (ii) with respect to the Controlling Class
Representative if it is otherwise specifically granted consent rights during any Collective Consultation Period with respect to
any particular matter as set forth herein. Provisions in this Agreement that contemplate any other Person having to obtain the
consent or approval of, consult with or otherwise interact with an Applicable Control Party in circumstances involving a Mortgage
Loan, A/B Whole Loan, Loan Pair or related REO Property as to which there is no Applicable Control Party shall be of no force and
effect.





 


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


 


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


 


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


  



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Appraisal
Reduction” means, with respect to any Required Appraisal Loan (including any Required Appraisal Loan that is or is
comprised of an REO Mortgage Loan, REO Serviced B Note or REO Serviced Companion Loan, as the case may be) with respect to which
an Appraisal or internal valuation is performed pursuant to Section 6.9, an amount equal to the excess of (A) the sum of
(i) the Stated Principal Balance of such Required Appraisal Loan, less


 



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the principal amount
of any payment guaranty or surety bond with a rating of at least “BBB-” (or its equivalent) by a NRSRO and the
undrawn principal amount of any letter of credit or debt service reserve, if applicable, that is then securing such Required
Appraisal Loan, (ii) to the extent not previously advanced by the Master Servicer, the Trustee or, in respect of any Serviced
Companion Loan, any related Other Master Servicer or Other Trustee, all accrued and unpaid interest on such
Required Appraisal Loan at a per annum rate equal to the applicable Mortgage Rate, (iii) all unreimbursed Advances and
interest on such Advances at the Advance Rate, and all Unliquidated Advances, with respect to such Required Appraisal Loan
(together with any similar amounts, including unreimbursed advances, due and owing under any related Other Companion Loan
Pooling and Servicing Agreement), and (iv) to the extent funds on deposit in any applicable Escrow Accounts are not
sufficient therefor, and to the extent not previously advanced by the Master Servicer, the Special Servicer or the Trustee
all currently due and unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents and other
amounts which were required to be deposited in any Escrow Account (but were not deposited) in respect of the related
Mortgaged Property or REO Property, as the case may be, over (B) 90% of the Appraised Value (net of any prior mortgage liens)
of the related Mortgaged Property or REO Property, as the case may be, as determined by such Appraisal or internal valuation,
as the case may be, plus the full amount of any escrows held by or on behalf of the Trustee as security for such Required
Appraisal Loan (less the estimated amount of the obligations anticipated to be payable in the next twelve months to which
such escrows relate); provided that, if any Required Appraisal Loan is secured by more than one (1) Mortgaged
Property (other than by cross-collateralization with another Mortgage Loan), and one or more of the related Mortgaged
Properties has been defeased, the Stated Principal Balance of such Required Appraisal Loan shall not include the portion of
the principal balance of such Required Appraisal Loan that has been defeased, and any defeasance collateral will not be
included for purposes of determining the value of the Mortgaged Property or REO Property that secures the related Required
Appraisal Loan; and provided, further, that each Appraisal Reduction will be reduced to zero as of the date the
related Required Appraisal Loan becomes a Rehabilitated Mortgage Loan and no Appraisal Reduction will exist as to any
Required Appraisal Loan after it has been paid in full, liquidated, repurchased or otherwise disposed of; and provided, further,
that any Appraisal Reduction in respect of any Non-Serviced Mortgage Loan shall be (x) calculated in accordance with the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement based upon the applicable allocation of the items set
forth in clauses (A) and (B) above between the Non-Serviced Mortgage Loans and the related Non-Serviced
Companion Loans and all other related pari passu loans and B Notes and (y) applied to any Non-Serviced Mortgage Loan
to the extent notice of such Appraisal Reduction has been delivered to the Master Servicer by the related Non-Serviced
Mortgage Loan Master Servicer. Receipt by the Master Servicer of a distribution date statement from the related Non-Serviced
Mortgage Loan Master Servicer shall constitute notice of such Appraisal Reduction if such Appraisal Reduction information is
contained therein, upon which the Master Servicer may conclusively rely without any independent calculation. Notwithstanding
the foregoing, (1) if an Appraisal is required to be obtained in accordance with Section 6.9 of this Agreement but is
not obtained within 120 days following the events described in the applicable clause of the definition “Appraisal
Event” (without regard to the time periods stated therein), then, until such Appraisal is obtained and solely for
purposes of determining the amounts of P&I Advances, the Appraisal Reduction shall equal 25% of the Stated Principal
Balance of the related Required Appraisal Loan; provided that, upon receipt of an Appraisal, the Appraisal Reduction
for such Required 


 



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Appraisal Loan
shall be recalculated in accordance with this definition without regard to this sentence and (2) with respect to any
Non-Serviced Mortgage Loan, if the related Non-Serviced Mortgage Loan Master Servicer has not delivered notice of an
Appraisal Reduction within 120 days following its notification of an Appraisal Event, then, until such notice is received and
solely for purposes of determining the amounts of P&I Advances, the Appraisal Reduction shall equal 25% of the Stated
Principal Balance of such Non-Serviced Mortgage Loan; provided that, upon receipt of such notice, the Appraisal
Reduction shall be the amount determined by such Non-Serviced Mortgage Loan Master Servicer.


 


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


 


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


 


“ARD Loan”
means any Mortgage Loan, Serviced B Note or Serviced Companion Loan that provides that if the unamortized principal balance thereof
is not repaid by a date certain set forth in the related loan documents, such Mortgage Loan, Serviced B Note or Serviced Companion
Loan, as the case may be, will accrue additional interest (payable under the related loan documents only after the original principal
balance of the subject Mortgage Loan, Serviced B Note or Serviced Companion Loan, as the case may be, has been paid or otherwise
discharged in full and, for the avoidance of doubt, excluding from such determination regarding the repayment or discharge of such
original principal balance any Excess Interest capitalized as additional principal pursuant to the related Mortgage Loan documents)
at the rate specified in the related Mortgage Note and the related Mortgagor is required to apply certain excess monthly cash flow
generated by the related Mortgaged Property to the repayment of the outstanding principal balance on such Mortgage Loan. As of
the Cut-off Date, the only ARD Loan related to the Trust is the Mortgage Loan identified as “Walgreens - North Wilkesboro,
NC” on the Mortgage Loan Schedule.


 


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


 


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


 


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


 


“Assignment
of Leases” means, with respect to any Mortgage Loan, any assignment of leases, rents and profits or equivalent instrument,
whether contained in the related Mortgage or executed separately, assigning to the holder or holders of such Mortgage all of the 


 



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related Mortgagor’s interest in the leases, rents and profits derived from the ownership, operation, leasing or disposition
of all or a portion of the related Mortgaged Property as security for repayment of such Mortgage Loan.


 


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


 


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


 


“Assumption
Fees” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan
Pair, any and all assumption fees of such Mortgage Loan, A/B Whole Loan or Loan Pair, as the case may be, for transactions effected
under Section 8.7 and/or Section 9.5 (excluding assumption application fees), actually 


 



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paid by the related
Mortgagor and other applicable fees (excluding assumption application fees) actually paid by the related Mortgagor in
accordance with the related loan documents, with respect to any assumption or substitution agreement entered into by the
Master Servicer or the Special Servicer, as applicable, on behalf of the Trust (or, in the case of an A/B Whole Loan or a
Loan Pair, on behalf of the Trust and the holder of any related Serviced B Note or Serviced Companion Loan, as applicable)
pursuant to, or paid by the related Mortgagor with respect to, any transfer of an interest in such Mortgagor pursuant to Section
8.7 or Section 9.5, as applicable.


 


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


 


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


 


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


 


“Available
Distribution Amount” means, with respect to any Distribution Date, an amount equal to the aggregate, without duplication,
of the following amounts payable with respect to the Certificates (other than the Class HMD Certificates): (a) all amounts on
deposit in the Distribution Account (or any subaccount thereof) as of the commencement of business on such Distribution Date that
represent payments and other collections on or in respect of the Mortgage Loans and any REO Properties that were received by the
Master Servicer or the Special Servicer through the end of the related Collection Period (together with any amounts received in
respect of payments or other collections relating to any Non-Serviced Mortgage Loan from the related Non-Serviced Mortgage Loan
Master Servicer as part of the applicable monthly remittance) exclusive of any portion thereof that represents one or more of
the following: (i) any such amounts that were deposited in the Distribution Account in error, (ii) amounts that are payable or
reimbursable to any Person other than the Holders of the Principal Balance Certificates and the Class X and Class R Certificates
(including, without limitation, amounts payable (A) to the Master Servicer in respect of unpaid Master Servicing Fees, the Special
Servicer in respect of unpaid Special Servicer Compensation, the Trust Advisor in respect of unpaid Trust Advisor Fees or Trust
Advisor Consulting Fees (to the extent that such Trust Advisor Consulting Fee is actually received from the related Mortgagor),
the Certificate Administrator in respect of unpaid Certificate Administrator Fees, including any portion of the Certificate Administrator
Fees payable to the Trustee in respect of unpaid Trustee Fees or to the Custodian in respect of unpaid Custodian Fees or CREFC®
in respect of unpaid CREFC® License Fees and/or (B) in reimbursement of outstanding Advances (with interest
thereon)), (iii) amounts that constitute Prepayment Premiums, (iv) except with respect to the final Distribution Date, if such
Distribution Date occurs during January, other than during a leap year, or February of any year, the Interest Reserve Amounts
of one (1) day’s interest with respect to Interest Reserve Loans deposited in the Interest Reserve Account, (v) in the case
of each REO Property related to an A/B Whole Loan or Loan Pair, all amounts received with respect to such A/B Whole Loan or Loan
Pair that are required to be paid to the holder of any related Serviced B Note or Serviced Companion Loan, as applicable, pursuant
to the terms of the related Serviced B Note or Serviced Companion Loan, as applicable, and the related Intercreditor Agreement
(which amounts will be deposited into the related Custodial Account pursuant to Section 5.1(c) and withdrawn from such


 



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account pursuant to Section
5.2(a)) and (vi) Scheduled Payments collected but due on a Due Date subsequent to the related Collection Period; and (b)
if and to the extent not already among the amounts described in clause (a), (i) the aggregate amount of any P&I
Advances made by the Master Servicer or the Trustee for such Distribution Date on the Mortgage Loans pursuant to Section
4.1 and/or Section 4.3, (ii) the aggregate amount of any Compensating Interest payments made by the Master
Servicer on the Mortgage Loans for such Distribution Date pursuant to the terms hereof, (iii) if such Distribution Date
occurs in March of any year, commencing March 2016, or on the final Distribution Date, the aggregate of the Interest Reserve
Amounts then held on deposit in the Interest Reserve Account in respect of each Interest Reserve Loan; (iv) solely with
respect to the Distribution Date occurring in December 2015, amounts on deposit in the Distribution Account equal to the
Initial Due Date Loan Initial Deposit; and (v) any Balloon Payments received during the period that begins two (2) Business
Days immediately preceding the related Master Servicer Remittance Date and ends on such Master Servicer Remittance Date and
remitted by the Master Servicer to the Distribution Account pursuant to Section 5.2(c). No payments (or Advances in
lieu thereof) or other collections allocable to the Hammond Square B Note pursuant to the related Intercreditor Agreement
shall be part of the Available Distribution Amount, except to the extent such amounts are payable in favor of the Hammond
Square Mortgage Loan pursuant to the related Intercreditor Agreement as reimbursements for amounts previously owing with
respect to the Hammond Square Mortgage Loan but paid with respect to, or to cover items relating to, the Hammond Square B
Note.


 


“B Note”
means with respect to any A/B Whole Loan, Loan Pair or Non-Serviced Loan Combination, any related subordinated note either included
or not included in the Trust, which is subordinated in right of payment to the related A Note or Mortgage Loan, as applicable,
to the extent set forth in the related Intercreditor Agreement. The only B Notes related to any Mortgage Loans included in the
Trust on the Closing Date are the promissory notes comprising the U-Haul Portfolio B Note (individually or collectively, as the
context may require) and the Hammond Square B Note.


 


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


 


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


 


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


 


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


 


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





 



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



 


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


 


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


 


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


 


 “Borrower Party” means (a) a borrower, a Mortgagor, a Manager or any Affiliate
thereof, (b) solely with respect to the ten (10) largest Mortgage Loans or groups of Crossed Mortgage Loans in the Trust Fund (by
Unpaid Principal Balance as of the Cut-off Date), (i) any Person that owns, directly or indirectly, 25% or more of a borrower,
Mortgagor or Manager of a Mortgaged Property or (ii) any Person that owns, directly or indirectly, 25% or more of a beneficial
interest in any mezzanine lender of any mezzanine loan related to a Mortgage Loan that has accelerated such mezzanine loan as set
forth in clause (c) or (c) any mezzanine lender (or any Affiliate thereof) of any mezzanine loan related to a Mortgage Loan
that has accelerated such mezzanine loan (unless (1) acceleration was automatic under such mezzanine loan, (2) 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 (3) such mezzanine lender is stayed from exercising and has not commenced the exercise of remedies
associated with foreclosure of the equity collateral under such mezzanine loan) or commenced foreclosure proceedings with respect
to such mezzanine loan against the equity interests in the Mortgagor(s) of such Mortgage Loan.


   



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


 


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


 


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


 


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


 


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


 


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


  



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“Certificate
Administrator Fee Rate” means 0.0049% per annum, which rate includes the per annum rate applicable
to calculation of the Trustee Fee and the Custodian Fee.


 


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


 


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


 


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


 


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





 



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


 


“Certificate
Registrar” means the registrar appointed pursuant to Section 3.2, which initially shall be the Certificate
Administrator.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class A-1
Certificates,” “Class A-SB Certificates,” “Class A-2 Certificates,”
“Class A-3 Certificates,” “Class A-4 Certificates,” “Class A-S
Certificates,” “Class X-A Certificates,” “Class X-B Certificates,”
“Class B Certificates,” “Class C Certificates,” “Class X-D Certificates,”
“Class D Certificates,” “Class X-E Certificates,” “Class E Certificates,”
“Class X-F Certificates,” “Class F Certificates,” “Class X-GH Certificates,”
“Class G Certificates,” “Class H Certificates,” “Class X-J Certificates,”
“Class J Certificates,” “Class V Certificates,” “Class R Certificates”
and “Class HMD Certificates” mean, in each such case, the Certificates designated as “Class A-1,”
“Class A-SB,” “Class A-2,” “Class A-3,” “Class A-4,” “Class A-S,” “Class
X-A,” “Class X-B,” “Class B,” “Class C,” “Class X-D,” “Class D,”
“Class X-E,” “Class E,” “Class X-F,” “Class F,” “Class X-GH,” “Class
G,”


 



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“Class H,” “Class J,” “Class V,” “Class R” and “Class HMD”
respectively, on the face thereof, in substantially the forms attached hereto as Exhibits A-1 to A-24.


 


“Class
HMD Available Distribution Amount” means, with respect to any Distribution Date, an amount equal to the
aggregate, without duplication, of the following amounts payable with respect to the Class HMD Certificates, in each case to
the extent payable with respect to the Hammond Square B Note under the terms of the Hammond Square Intercreditor Agreement
and received or advanced with respect to the Hammond Square B Note under the terms of this Agreement: (a) all amounts on
deposit in the Class HMD Distribution Account as of the commencement of business on such Distribution Date that represent
payments and other collections on or in respect of the Hammond Square B Note and, to the extent allocable to such B Note, any
related REO Property that were received by the Master Servicer or the Special Servicer in accordance with the terms of the
Hammond Square Intercreditor Agreement and this Agreement through the end of the related Collection Period and exclusive of
any portion thereof that represents one or more of the following: (i) Scheduled Payments collected but due on a Due Date
subsequent to the related Collection Period; (ii) Prepayment Premiums allocated to the Hammond Square B Note pursuant to the
terms of the Hammond Square Intercreditor Agreement; (iii) amounts that are payable or reimbursable to any Person other than
the Holders of the Class HMD Certificates (including, without limitation, amounts payable (A) to the Master Servicer in
respect of unpaid Master Servicing Fees, the Special Servicer in respect of unpaid Special Servicer Compensation, the Trust
Advisor in respect of unpaid Trust Advisor Fees and Trust Advisor Consulting Fees (to the extent that such Trust Advisor
Consulting Fee is actually received from the related Mortgagor), the Certificate Administrator in respect of unpaid
Certificate Administrator Fees, including any portion of the Certificate Administrator Fees payable to the Trustee in
respect of unpaid Trustee Fees or to the Custodian in respect of unpaid Custodian Fees or CREFC® in respect of unpaid
CREFC® License Fees, (B) in reimbursement of outstanding Advances (with interest thereon) and/or (C) in reimbursement of
amounts previously owing with respect to the Hammond Square Mortgage Loan but paid with respect to, or to cover items
relating to, the Hammond Square B Note); (iv) amounts allocated and paid, pursuant to the terms of the Hammond Square
Intercreditor Agreement, to a person acting on behalf of the holder of the Hammond Square B Note in respect of any
unreimbursed cure payments made pursuant to the Hammond Square Intercreditor Agreement; (v) amounts deposited in the Class
HMD Distribution Account in error; and (vi) in the case of any REO Property related to the Hammond Square A/B Whole Loan, all
amounts received with respect to such A/B Whole Loan that are required to be paid to the holder of the Hammond Square
Mortgage Loan pursuant to the terms of the Hammond Square Intercreditor Agreement; and (b) if and to the extent not already
among the amounts described in clause (a), (i) the aggregate amount of any Compensating Interest Payments made by the
Master Servicer on the Hammond Square B Note for such Distribution Date pursuant to the terms hereof; and (ii) any Balloon
Payment on the Hammond Square B Note received during the period that begins two (2) Business Days immediately preceding the
related Master Servicer Remittance Date and ends on such Master Servicer Remittance Date and remitted by the Master Servicer
to the Class HMD Distribution Account pursuant to Section 5.2(c). No payments (or advances in lieu thereof) or other
collections on the Hammond Square Mortgage Loan (or any other Mortgage Loan) will be part of the Class HMD Available
Distribution Amount.


 



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“Class HMD
Distribution Account” means the Class HMD Distribution Account maintained by the Certificate Administrator on behalf
of the Trustee, in accordance with the provisions of Section 5.3.


 


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


 


(I)            the
sum of:



 


(A)         the
following (without duplication):


 


(i)            the
principal portion of the Scheduled Payment (other than the principal portion of a Balloon Payment) or any Assumed Scheduled Payment,
in each case, to the extent received or advanced, as the case may be, in respect of the Hammond Square B Note or any successor
REO Serviced B Note for the related Due Date occurring during the related Collection Period; plus


 


(ii)           (x)
all payments (including Principal Prepayments and the principal portion of any Balloon Payment in respect of the Hammond Square
B Note or any successor REO Serviced B Note) and any other collections (including Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, Purchase Proceeds and REO Income) received on or in respect of the Hammond Square B Note or any successor REO
Serviced B Note during the related Collection Period that were identified and applied by the Master Servicer or the Special Servicer
as recoveries of principal thereof in accordance with this Agreement (exclusive of any portion thereof included as part of the
Class HMD Principal Distribution Amount for the immediately preceding Distribution Date pursuant to clause (I)(A)(ii)(y)
of this definition) and (y) the principal portion of any Balloon Payment received on or in respect of the Hammond Square B Note
or any successor REO Serviced B Note during the period that begins two (2) Business Days immediately preceding the related Master
Servicer Remittance Date and ends on such Master Servicer Remittance Date and remitted by the Master Servicer to the Distribution
Account pursuant to Section 5.2(c) that were identified and applied by the Master Servicer or the Special Servicer as recoveries
of principal thereof in accordance with this Agreement;


 


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


 


(C)         the
aggregate amount of any collections received on or in respect of the Hammond Square B Note or any successor B Note during the related
Collection Period that, in each case, represents a recovery of an amount previously determined (in a Collection Period for a


  



    	23



    	 



    




 


prior
Distribution Date) to have been a Nonrecoverable Advance (or interest thereon) and for which a deduction was made under clause
(II)(B) below with respect to a prior Distribution Date;


 


(D)         the
aggregate amount of any collections received on or in respect of the Hammond Square B Note or any successor B Note during the related
Collection Period that, in each case, represents a recovery of Trust Advisor Expenses that was previously reimbursed during the
Collection Period for a prior Distribution Date for which a deduction was made under clause (II)(C) below with respect to
a prior Distribution Date; over


 


(II)         the
sum of:




 


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


 


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





 


(C)          the
aggregate amount of Trust Advisor Expenses for such Distribution Date allocated to reduce the Certificate Balances of the Class
HMD Certificates pursuant to Section 6.11.


 


“Class HMD
REMIC II Regular Interest” means the REMIC II Regular Interest HMD.


 


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


 


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


 


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


  



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


  


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


“Clearstream
Bank” means Clearstream Banking, société anonyme.


 


“Closing
Date” means November 24, 2015.


 


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


  



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“Collateral
Support Deficit” means:


 


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


 


(b)    with
respect to the REMIC II Regular Interests (other than any Class HMD REMIC II Regular Interest), as of any Distribution Date,
following any deemed allocations of Trust Advisor Expenses to REMIC II Regular Interest A-1, REMIC II Regular Interest A-SB,
REMIC II Regular Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest A-4, REMIC II Regular Interest A-S,
REMIC II Regular Interest B, REMIC II Regular Interest C and REMIC II Regular Interest D on such Distribution Date pursuant
to Section 6.11 and the deemed distributions with respect to the REMIC II Regular Interests on such Distribution Date
pursuant to Section 6.4, but prior to any reduction in the REMIC II Principal Amounts of the REMIC II Regular
Interests on such Distribution Date pursuant to Section 6.6(b), the amount, if any, by which (i) the then Aggregate
Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loan) (for purposes of this calculation only, not
giving effect to any reductions of such Aggregate Stated Principal Balance for principal payments received on the Mortgage
Loans (including any REO Mortgage Loan) that were used to reimburse the Master Servicer, the Special Servicer or the Trustee
from general collections of principal on the Mortgage Loans (including any REO Mortgage Loan) for Workout-Delayed
Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be
Nonrecoverable Advances), is less than (ii) the then aggregate REMIC II Principal Amount of the REMIC II Regular Interests
(other than any Class HMD REMIC II Regular Interest);


 


(c)    with respect to the
Class HMD REMIC II Regular Interest, as of any Distribution Date, following any deemed allocations of Trust Advisor Expenses to
REMIC II Regular Interest HMD, on such Distribution Date pursuant to Section 6.11 and the deemed distributions with respect
to the REMIC II Regular Interests on such Distribution Date pursuant to Section 6.4, but prior to any reduction in the REMIC
II Principal Amounts of the REMIC II Regular Interests on such Distribution Date pursuant to Section 6.6(b), the amount,
if any, by which (i) the then Stated Principal Balance of the Hammond Square B Note (or any successor REO Serviced B Note) (for
purposes of this calculation only, not giving effect to any reductions of such Stated Principal Balance for principal payments
received on the Hammond Square B Note (or any successor REO Serviced B Note) that were used to reimburse the Master Servicer, the
Special Servicer or the Trustee from general collections of principal on the Hammond Square B Note (or any successor REO Serviced
B Note) for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined
to be Nonrecoverable Advances), is less than (ii) the then aggregate REMIC II Principal Amount of the Class HMD REMIC II Regular
Interest;


  



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


 


(e)    with respect to the
Class HMD Certificates, as of any Distribution Date, following any allocations of Trust Advisor Expenses to the Class HMD Certificates
on such Distribution Date pursuant to Section 6.11 and the distributions with respect to the Class HMD Certificates on such
Distribution Date pursuant to Section 6.5, but prior to any reduction in the Certificate Balance of the Class HMD Certificates
on such Distribution Date pursuant to Section 6.6(d), the amount, if any, by which (i) the then Stated Principal Balance
of the Hammond Square B Note (including any successor REO Serviced B Note), is less than (ii) the then Certificate Principal Balance
of the Class HMD Certificates


 


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


 


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


 


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


 


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


 


“Compensating
Interest” means with respect to any Distribution Date, an amount equal to the lesser of (A) the excess, if any, of
(i) Prepayment Interest Shortfalls incurred


 



    	27



    	 



    




 





during the related
Collection Period in respect of all Mortgage Loans (and with respect to the Class HMD Certificates, the Hammond Square B
Note) (and not in respect of any B Note other than the Hammond Square B Note, any Serviced Companion Loan, any Non-Serviced
Companion Loan, any Specially Serviced Mortgage Loan or any Mortgage Loan that was previously a Specially Serviced Mortgage
Loan with respect to which the Special Servicer has waived or amended the prepayment restrictions) resulting from voluntary
or involuntary Principal Prepayments made thereon over (ii) the aggregate of Prepayment Interest Excesses resulting from
Principal Prepayments on such Mortgage Loans or the Hammond Square B Note, as applicable, collected during the related
Collection Period and (B) the aggregate of the portion of the aggregate Master Servicing Fee accrued at a rate per
annum equal to (x) 0.005% (0.5 basis points) for any Mortgage Loan other than the Hammond Square Mortgage Loan or (y)
0.005% (0.5 basis points) for the Hammond Square Mortgage Loan and the Hammond Square B Note, as applicable, in each case for
the related Collection Period calculated in respect of such Mortgage Loans (including any related REO Mortgage Loans) or the
Hammond Square B Note, as applicable, plus any investment income earned on the amount prepaid prior to such Distribution
Date; provided that Compensating Interest shall only include (without regard to clause (B) above), the amount
of any Prepayment Interest Shortfall otherwise described in clause (A) above incurred in connection with any Principal
Prepayment received in respect of any such Mortgage Loan or the Hammond Square B Note during the related Collection Period to
the extent such Prepayment Interest Shortfall occurs as a result of the Master Servicer deviating, or allowing the related
Mortgagor to deviate, from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (v)
subsequent to a default or imminent default under the related Mortgage Loan documents if the Master Servicer
reasonably believes that acceptance of such prepayment is consistent with the Servicing Standard, (w) if the related Mortgage
Loan or the Hammond Square B Note, as applicable, is a Specially Serviced Mortgage Loan, (x) in connection with the payment
of Insurance Proceeds or Condemnation Proceeds unless the Master Servicer did not apply the proceeds thereof in accordance
with the terms of the related Mortgage Loan documents, (y) pursuant to applicable law or a court order or (z) at the request
of or with the consent of the Special Servicer). For the avoidance of doubt, no Repurchased Loan shall be included as a
Mortgage Loan for purposes of computing the amount of Compensating Interest. The Master Servicer’s obligations to pay
any Compensating Interest, and the rights of the Certificateholders to offset of the aggregate Prepayment Interest Shortfalls
against those amounts, shall not be cumulative.


 


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


  



    	28



    	 



    




 


Holders of the
Class HMD Certificates, as set forth in the related Intercreditor Agreement). With respect to the Mortgaged Property securing any
Non-Serviced Loan Combination, only the portion of such amounts payable to the holder of the related Non-Serviced Mortgage Loan
shall be included in Condemnation Proceeds.


 


“Consent
Fees” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan
Pair, any and all fees actually paid by a Mortgagor with respect to any consent or approval required pursuant to the terms of the
related loan documents that does not involve a restructuring, modification, assumption, extension, waiver or amendment of the terms
of such Mortgage Loan documents.


 


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


 


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


 


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


 


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


 


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


 


“Corporate
Trust Office” means (i) with respect to the Trustee, the principal corporate trust office of the Trustee, presently
located at 1100 North Market Street, Wilmington, Delaware 19890, Attention: MSBAM 2015-C27, and (ii) with respect to the Certificate
Administrator, the office of the Certificate Administrator located, for certificate transfer


 



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purposes, at Wells Fargo Center, Sixth
Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention: Bondholder Services – Morgan Stanley Bank of America
Merrill Lynch Trust 2015-C27, and for all other purposes at 9062 Old Annapolis Road, Columbia, Maryland 21045, Corporate Trust
Services, Client Manager – Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, or (iii) with respect to the Custodian,
the office of the Custodian located at 1055 10th Avenue SE, Minneapolis, Minnesota 55414, Attention: Document Custody,
Global Securities and Trust Services, Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27; or at such other address as the Trustee, Certificate Administrator or Custodian, as applicable,
may designate from time to time by notice to the Certificateholders and each of the other Parties to this Agreement.


 


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




 


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


 


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


 


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


 


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


  



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


 


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




 


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


 


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


 


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


 


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


 


“CREFC®
Historical Loan Modification and Corrected Mortgage Loan Report” means a report (prepared by the Master Servicer)
substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Loan
Modification and Corrected Mortgage Loan Report” available as of the Closing Date on the CREFC® Website, or
such other form for the presentation of such information and containing



  



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


 


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


 


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


 


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


 


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


 


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


 


Account Name: Commercial
Real Estate Finance Council (CREFC)


Bank Name: JPMorgan
Chase Bank, National Association


Bank Address: 80 Broadway,
New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


 


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


 


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


  



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


 


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


 


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


 


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


 


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


 


“CREFC®
Reconciliation of Funds Report” means a monthly report (prepared by the Certificate Administrator) in the “Reconciliation
of Funds” format substantially in the form of and containing the information called for therein for the Mortgage Loans or
the Hammond Square B Note, as applicable, or such other form for the presentation of such information as may be approved from time
to time by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
REO Status Report” means a report (prepared by the Master Servicer) substantially in the form of, and containing
the information called for in, the downloadable form of the “REO Status Report” available as of the Closing Date on
the CREFC® Website, or such


 







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other form for the presentation of such information and containing such additional information
as may from time to time be approved by the CREFC® for commercial mortgage-backed securities transactions generally.


 


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


 


“CREFC® Servicer
Watch List” means, as of each Determination Date, a report (prepared by the Master Servicer), including and
identifying each Non-Specially Serviced Mortgage Loan satisfying the “CREFC® Portfolio Review
Guidelines” approved from time to time by the CREFC® in the “CREFC® Servicer Watch
List” format substantially in the form of and containing the information called for therein for the Mortgage Loans or
the Hammond Square B Note, as applicable, or such other form (including other portfolio review guidelines) for the
presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


  



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


 


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


 


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


 


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


 


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


 


“Debt Service
Coverage Ratio” means, with respect to any Mortgage Loan or the Hammond Square B Note, as of any date of determination
and for any period, the amount calculated for such date of determination in accordance with the formulas set forth in the CREFC®
Operating Statement Analysis Report, whether or not the Mortgage Loan or Hammond Square B Note, as applicable, has an interest-only
period that has not expired as of the Cut-Off Date; provided, that the calculation of the Debt Service Coverage Ratio with
respect to the Hammond Square B Note will include the Hammond Square Mortgage Loan.


 


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


 


“Default
Interest” means, with respect to any Mortgage Loan, A/B Whole Loan or Loan Pair, all interest accrued in respect
of such Mortgage Loan, A/B Whole Loan or Loan Pair as provided in the related loan documents as a result of a default (exclusive
of late payment


  



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charges) that is in excess of interest at the related Mortgage Rate and, in the case of an ARD Loan after its Anticipated
Repayment Date, the per annum rate at which Excess Interest (or the equivalent) accrues, but excluding any such amounts
allocable to a Non-Serviced Mortgage Loan and related Non-Serviced Companion Loan pursuant to the terms of the related Non-Serviced
Mortgage Loan Intercreditor Agreement.


 


“Defaulted
Loan” means a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or the Hammond Square B Note (i) if it
is delinquent at least thirty (30) days in respect of its Scheduled Payments or delinquent in respect of its Balloon Payment,
if any, in either case such delinquency to be determined without giving effect to any grace period permitted by the related
Mortgage Loan documents and without regard to any acceleration of payments under the related Mortgage Loan documents or (ii)
as to which the Master Servicer or Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity
of the indebtedness evidenced by the related Mortgage Note.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Demand”
means any request or demand to repurchase or replace a Mortgage Loan or the Hammond Square B Note, as applicable, for a breach
of representation or warranty or document deficiency.


 


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


 


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


 


“Determination
Date” means the 11th calendar day of each month or, if such day is not a Business Day, the next succeeding
Business Day, commencing in December 2015.


 


“Directly
Operate” means, with respect to any REO Property, the furnishing or rendering of services to the tenants thereof
that are not customarily provided to tenants in connection with the rental of space “for occupancy only” within the
meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding of such
REO Property primarily for sale to customers in the ordinary course of a trade or business or any use of such REO Property in a
trade or business conducted by the Trust, or the performance of any construction work on the REO Property (other than the completion
of a building or improvement, where more than 10% of the construction of such building or improvement was completed before default
became imminent), other than through an Independent Contractor; provided that the Special Servicer, on behalf of the Trust,
shall not be considered to Directly Operate an REO Property solely because the Special Servicer, on behalf of the Trust, establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or
capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


  






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“Disclosable
Special Servicer Fees” means, with respect to any Mortgage Loan, Loan Pair, A/B Whole Loan or REO Property, any compensation
and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any
other fee-sharing arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person
(including, without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor in respect of a Mortgage Loan,
Loan Pair, A/B Whole Loan or REO Property and any purchaser of any Mortgage Loan, Loan Pair, A/B Whole Loan or REO Property) in
connection with the disposition, workout or foreclosure of any Mortgage Loan (or Loan Pair or A/B Whole Loan, if applicable), the
management or disposition of any REO Property, and the performance by the Special Servicer or any such Affiliate of any other special
servicing duties, in each case, under this Agreement, other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any
Special Servicer Compensation to which the Special Servicer is entitled pursuant to Section 9.11 of this Agreement;
provided, that any compensation and other remuneration that the Master Servicer or Certificate Administrator is permitted
to receive or retain pursuant to 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.


 


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


 


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


 


“Disqualified
Organization” means any of (i) the United States, any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject
to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any
such governmental unit), (ii) a foreign government, international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section
511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the
Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2) of the


 






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Code, and (v) any other Person so designated by the Certificate Administrator
based upon an Opinion of Counsel that the holding of an ownership interest in a Class R Certificate by such Person may cause (A)
any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that the Certificates are outstanding, or (B) any
of REMIC I, REMIC II or REMIC III or any Person having an Ownership Interest in any Class of Certificates, other than such Person,
to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the transfer of an
ownership interest in a Class R Certificate to such Person. The terms “United States,” “State” and “international
organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distributable
Certificate Interest” means, with respect to any Class of REMIC III Regular Certificates for any Distribution
Date, the sum of: (A) Accrued Certificate Interest in respect of such Class for such Distribution Date, reduced (to not less
than zero) by (1) any Net Aggregate Prepayment Interest Shortfall allocated on such Distribution Date to such Class pursuant
to Section 6.7, (2) with respect to each Class of the Class B, Class C and Class D Certificates, any Trust Advisor
Expenses allocated on such Distribution Date to such Class in reduction of the Distributable Certificate Interest thereon
pursuant to Section 6.11, and (3) with respect to each Class of the Class C and Class D Certificates, any amounts
reimbursable in accordance with Section 6.11(c), out of amounts otherwise distributable as interest in respect of such
Class, to any more senior Class of Certificates on such Distribution Date in respect of Trust Advisor Expenses allocated on
prior Distribution Dates to such more senior Class of Certificates pursuant to Section 6.11, plus (B) if such
Distribution Date is subsequent to the initial Distribution Date, any Unpaid Interest in respect of such Class for such
Distribution Date, plus (C) in the case of a Class of Principal Balance Certificates or Class HMD Certificates, if the
Aggregate Certificate Balance of such Class of Certificates is increased on such Distribution Date in accordance with clause
(b) of the definition of “Certificate Balance”, the total amount of interest at the applicable Pass-Through
Rate that would have accrued and been distributable with respect to the amount by which the related Aggregate Certificate
Balance of such Class of Certificates was so increased, if such Aggregate Certificate Balance of such Class of Certificates
had not been reduced by that amount in connection with the allocation of Collateral Support Deficits in the first place, and
assuming that any reinstatements of the Aggregate Certificate Balance of such Class of Certificates are in reverse order of
the original reductions therein, plus (D) in the case of each Class of the Class B, Class C and Class D Certificates,
the amount of any Actual Recoveries of Trust Advisor Expenses allocated in accordance with Section 6.11(c) to such
Class of Certificates to increase the Distributable Certificate Interest thereof for such Distribution Date, plus (E)
in the case of each Class of the Class B and Class C Certificates, any amounts reimbursed in accordance with Section
6.11(c) to such Class of Certificates by any more junior Class of Certificates on such Distribution Date in respect of
Trust Advisor Expenses allocated on prior Distribution Dates to the subject Class of Certificates pursuant to Section
6.11. Any increase in the Distributable Certificate Interest with respect to any Class of Principal Balance Certificates
or Class HMD Certificates for any Distribution Date pursuant to clause (C) of the prior sentence shall result in a
corresponding reduction of interest payable on unreimbursed allocations of Collateral Support Deficits in respect of such
Class of Certificates.


 


“Distributable
Interest” means, with respect to any REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular
Interest for any Distribution Date, the sum of (A) Accrued Interest in respect of such REMIC I Regular Interest, REMIC II Regular


  






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Interest or Class
X REMIC III Regular Interest, as the case may be, for such Distribution Date, reduced (to not less than zero) by (1) any Net
Aggregate Prepayment Interest Shortfall allocated on such Distribution Date to such REMIC I Regular Interest, REMIC II
Regular Interest or Class X REMIC III Regular Interest, as the case may be, pursuant to Section 6.7, and (2) in the
case of each of REMIC II Regular Interest B, REMIC II Regular Interest C and REMIC II Regular Interest D, the aggregate
amount in respect of the Class of Principal Balance Certificates with the same alphabetic designation for such Distribution
Date described in clause (A)(2) and clause (A)(3) of the definition of “Distributable Certificate
Interest”, plus (B) if such Distribution Date is subsequent to the initial Distribution Date, any Unpaid
Interest in respect of such REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest, as the
case may be, for such Distribution Date, plus (C) in the case of a REMIC II Regular Interest, if the REMIC II
Principal Amount of such REMIC II Regular Interest is increased on such Distribution Date in accordance with the definition
of “REMIC II Principal Amount” in conjunction with an increase in the Aggregate Certificate Balance of the Class
of Corresponding Certificates, the total amount of interest at the applicable Pass-Through Rate that would have accrued and
been distributable with respect to the amount by which the related REMIC II Principal Amount was so increased, if such REMIC
II Principal Amount had not been reduced by that amount in connection with the allocation of Collateral Support Deficits in
the first place and assuming that the reinstatement of REMIC II Principal Amount is in reverse order of the original
reductions therein, plus (D) in the case of each of REMIC II Regular Interest B, REMIC II Regular Interest C and REMIC
II Regular Interest D, the aggregate amount in respect thereof (or in respect of the Class of Corresponding Certificates) for
such Distribution Date described in clause (D) and clause (E) of the definition of “Distributable
Certificate Interest”. Any increase in the Distributable Interest with respect to any REMIC II Regular Interest for any
Distribution Date pursuant to clause (C) of the prior sentence shall result in a corresponding reduction of interest
payable on unreimbursed allocations of Collateral Support Deficits in respect of such REMIC II Regular Interest.


 


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


 


“Distribution
Date” means, with respect to any Determination Date, the fourth (4th) Business Day after the related Determination
Date, commencing in December 2015. The first Distribution Date shall be December 17, 2015.


 


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


 


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


 


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


 








    	40



    	 



    

  


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


 


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


 


(e)          the
aggregate Stated Principal Balance of each of the Mortgage Loans and the Hammond Square B Note (including REO Mortgage Loans and
any REO Serviced B Note related to the Hammond Square B Note) outstanding immediately before and immediately after such Distribution
Date;




 


(f)           the
number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage
Loans (excluding REO Mortgage Loans) as of the end of the related Collection Period (and, with respect to the Hammond Square B
Note, the principal balance, the remaining term to maturity and Hammond Square B Note interest rate as of the end of the related
Collection Period);


 


(g)          (i)
the number and aggregate principal balance of Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
ninety (90) days or more and (D) current but specially serviced or in foreclosure but not an REO Property and (ii) the information
described in Item 1100(b)(5) of Regulation AB to the extent material (with respect to the Class HMD Certificates, also separately
providing such information described in clauses (i) and (ii) above with respect to the Hammond Square B Note);


 


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


 


(i)           the
Available Distribution Amount and the Class HMD Available Distribution Amount, in each case, for such Distribution Date;


 


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


 


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


 


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


 


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


 


(n)          the
Aggregate Certificate Balance or Notional Amount, as the case may be, of each Class of REMIC III Regular Certificates immediately
before and immediately after such


  






    	41



    	 



    

 


Distribution Date, separately identifying any reduction in these amounts as a result of the allocation
of Collateral Support Deficit and Excess Trust Advisor Expenses;


 


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


 


(p)          the
number and aggregate principal balance of any Mortgage Loans extended or modified during the related Collection Period on a loan-by-loan
basis (with respect to the Class HMD Certificates, also separately providing such information with respect to the Hammond Square
B Note);




 


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


 


(r)          a
loan-by-loan listing of each Mortgage Loan (and, if applicable, the Hammond Square B Note) which was the subject of a Principal
Prepayment during the related Collection Period and the amount of such Principal Prepayment occurring;


 


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


 


(t)           the
aggregate Unpaid Principal Balance of the Mortgage Loans (and, if applicable, the Hammond Square B Note) (including REO Mortgage
Loans and any REO Serviced B Note related to the Hammond Square B Note) outstanding as of the close of business on the related
Determination Date;


 


(u)          with
respect to any Mortgage Loan as to which a Final Recovery Determination was made during the related Collection Period (other than
through a payment in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds which are included in the
Available Distribution Amount and other amounts received in connection with the Final Recovery Determination (separately identifying
the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized Loss attributable to the
Final Recovery Determination; provided, that similar information will be required to be presented with respect to the Hammond
Square B Note to the extent the Special Servicer determined that all payments or recoveries with respect thereto have been ultimately
recovered during the related Collection Period (other than through a payment in full);


 


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


  






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Loan (and any REO Serviced B Note related to the Hammond Square B Note, if applicable) in connection with that determination;


 


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


 


(x)          the
aggregate amount of interest on Servicing Advances in respect of the Mortgage Loans (separately identifying any such amounts in
respect of the Hammond Square B Note) paid to the Master Servicer, the Special Servicer and/or the Trustee since the prior Distribution
Date;




 


(y)         a
loan-by-loan listing of any Mortgage Loan (and, if applicable, the Hammond Square B Note) which was defeased during the related
Collection Period;


 


(z)          a
loan-by-loan listing of any Mortgage Loan (and, if applicable, the Hammond Square B Note) that was the subject of material modification,
extension or waiver during the related Collection Period;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 









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


 


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


 


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


 


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


  


“Eligible
Account” means an account (or accounts) that is any of the following: (i) maintained with a depository institution
or trust company (A) whose commercial paper, short-term unsecured debt obligations or other short-term deposits are rated at least
“P-1” by Moody’s and at least an equivalent rating from KBRA (if then rated by KBRA), in the case of accounts
in which funds are held for 30 days or less or, in the case of accounts in which funds are held for more than 30 days, the long-term
unsecured debt obligations of which are rated at least “A2” by Moody’s and at least an equivalent rating from
KBRA (if then rated by KBRA), (ii) an account or accounts maintained with Wells Fargo Bank, National Association so long as Wells
Fargo Bank, National Association’s long term unsecured debt rating shall be at least “A2” from Moody’s
and at least an equivalent rating from KBRA (if then rated by KBRA), if the deposits are to be held in the account for more than
thirty (30) days or Wells Fargo Bank, National Association’s commercial paper, short-term deposit or short-term unsecured
debt rating shall be at least “P-1” from Moody’s and at least an equivalent rating from KBRA (if then rated by
KBRA), if the deposits are to be held in the account for thirty (30) days or less, (iii) a segregated trust account maintained
with the trust department of a federal or state chartered depository institution or trust company (which, subject to the remainder
of this clause (iii), may include the Certificate Administrator, the Custodian or the Trustee) acting in its fiduciary capacity,
and which, in either case, has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination
by federal or state authority and to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal
Regulations Section 9.10(b) and the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s,
(iv) (a) solely with respect to
the escrow accounts and reserve accounts, an account or accounts maintained
at KeyBank National Association (“KeyBank”) provided that KeyBank’s long-term unsecured debt rating is
at least “A3” by Moody’s and the aggregate amounts in such
escrow and reserve accounts do not exceed 10% of aggregate stated principal
balance of all the Mortgage Loans and (b) with respect to any account other than the escrow accounts and reserve accounts, an
account or accounts maintained at KeyBank provided that (1) KeyBank’s long-term
unsecured debt rating is at least “A2” by Moody’s if the
deposits are to be held in such account for more than 30 days and (2) KeyBank’s
short-term unsecured debt rating is at least “P-1” by Moody’s
if the deposits are to be held in such account for 30 days or less,
(v) an account other than one listed in clauses (i) – (iv) above that is maintained with any insured depository
institution that is the subject of a Rating Agency Confirmation from each and every Rating Agency or (vi) an account that, but
for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses
(i) and (ii) above that is the subject of a Rating Agency


  






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Confirmation from Morningstar and each Rating Agency for which
the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such account.


 


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


 


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


 


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


 


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


 


(iv)        commercial
paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified
date not more than one year after the date of issuance thereof) rated as follows: if rated by Moody’s, such commercial paper
is rated (i) “A2” or “P-1” if maturing in one (1) month or less, (ii) “A2” and “P-1”
if maturing in three (3) months or less but more than one (1) month, (iii) “Aa3” and “P-1” if maturing
in six (6) months or less but more than three (3) months, or (iv) “Aaa” and “P-1” if maturing in over six
(6) months (provided, that in the case of clauses (ii), (iii) and (iv), investment of funds in any Escrow Account or Reserve
Account must only be rated “P-1” by Moody’s) (or, if not rated by Moody’s, as confirmed in a Rating Agency
Confirmation by Moody’s and by Morningstar); provided that the investments
described in this clause must


 






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(x) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (y)
if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed
spread (if any) and must move proportionately with that index; and (z) such investments must not be subject to liquidation prior
to their maturity;


 


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




 


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


 


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


 


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


 


provided (A) such investment is
held for a temporary period pursuant to Section 1.860G-2(g)(i) of the Treasury Regulations, (B) such investment is payable by the
obligor in U.S. dollars, and (C) that no such instrument shall be an Eligible Investment (1) if such instrument evidences either
(a) a right to receive only interest payments or only principal payments with respect to the obligations underlying such instrument
or (b) a right to receive both principal and interest payments derived from obligations underlying such instrument and the principal
and interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity
at par of such underlying obligations, or (2) if it may be redeemed at a price below the purchase price or (3) if it is not treated
as a “permitted investment” that is a “cash flow investment” under Section 860G(a)(5) of the Code; and
provided, further, that any such instrument shall have a maturity date no later than the date such instrument is
required to be used to satisfy the obligations under this Agreement, and, in any event, shall not have a maturity in excess of
one (1) year; any such instrument must have a predetermined fixed dollar of principal due at maturity that cannot vary or change;
interest on any variable rate instrument shall be tied to a single interest rate index plus a single fixed spread (if any) and
move proportionally with


  






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that index; and provided, further, that no amount beneficially owned by any REMIC Pool (including
any amounts collected by the Master Servicer but not yet deposited in the Collection Account) may be invested in investments treated
as equity interests for Federal income tax purposes. No Eligible Investments shall be purchased at a price in excess of par. For
the purpose of this definition, units of investment funds (including money market funds) shall be deemed to mature daily.


 


“Eligible
Trust Advisor” means an entity that (i) (A) is (or as to which each of the personnel responsible for
supervising the obligations of the Trust Advisor is) (I) regularly engaged in the business of analyzing and advising clients
in commercial mortgage-backed securities matters and has at least five (5) years of experience in collateral analysis and
loss projections and (II) has (or as to which each of the personnel responsible for supervising the obligations of the Trust
Advisor has) at least five (5) years of experience in commercial real estate asset management and in the workout and
management of distressed commercial real estate assets or (B) is the special servicer or trust advisor/operating advisor on a
commercial mortgage-backed securities transaction rated by DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P
(including, in the case of Situs Holdings, LLC, this transaction) but has not been special servicer on a transaction for
which DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P has qualified, downgraded or withdrawn its rating or ratings
of one or more classes of certificates for such transaction citing servicing concerns with the special servicer as the sole
or material factor in such rating action, (ii) is not the Depositor, a Seller, the Master Servicer, the Special Servicer or
any Affiliate of any of the foregoing, (iii) can and will make the representations and warranties set forth in Section
10.6, (iv) is not the Controlling Class Representative, a Loan-Specific Directing Holder or an Affiliate of the
Controlling Class Representative or a Loan-Specific Directing Holder and (v) has not been paid by the Special Servicer or
successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations under
this Agreement or (y) for the appointment or recommendation for replacement of a successor special servicer to become the
Special Servicer.


 


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


 


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


  






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


 


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


 


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



 


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


 


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


 


“Excess Interest
Sub-account” means an administrative account that is (or, to the extent it is established as a separate account,
is deemed to be) a sub-account of the Distribution Account; provided, that any separate account constituting the Excess
Interest Sub-account shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of
Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of Morgan Stanley Bank of America Merrill Lynch
Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27, Class V, Excess Interest Sub-account” and
shall conform to the requirements applicable to the Distribution Account set forth in Section 5.3(a). The Excess Interest
Sub-account shall not be an asset of any REMIC Pool.


 


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


  






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expenses (including Additional Trust Expenses and Unliquidated Advances) with respect thereto.
In the case of an A/B Whole Loan or Loan Pair, Excess Liquidation Proceeds means only the portion of such proceeds that are allocated
to the Trust pursuant to the related Intercreditor Agreement; provided, that with respect to the Hammond Square A/B Whole
Loan, Excess Liquidation Proceeds means (i) in respect of distributions to the Certificateholders other than the Holders of the
Class HMD Certificates, the portion of such proceeds related to the Hammond Square Mortgage Loan that are allocable to the Trust
Fund pursuant to the related Intercreditor Agreement and (ii) in respect of distributions to the Holders of the Class HMD Certificates,
the portion of such proceeds related to the Hammond Square B Note that are allocable to the Trust Fund pursuant to the related
Intercreditor Agreement.




 


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


 


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


 


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


  






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Penalty Charges payable to the holder of any related Serviced B Note or Serviced Companion Loan, as applicable, pursuant to the
related Intercreditor Agreement)), and (b) expenses previously paid or reimbursed from Penalty Charges as described in the preceding
clause (a), which expenses have been recovered from the related Mortgagor or otherwise.


 


“Excess Servicing
Fee” means with respect to each Mortgage Loan, Serviced Companion Loan and the Hammond Square B Note (and any successor
REO Loan or REO Serviced B Note with respect thereto), that portion of the Master Servicing Fee that accrues in the same manner
as the Master Servicing Fee at a per annum rate equal to the Excess Servicing Fee Rate.




 


“Excess Servicing
Fee Rate” means with respect to each Mortgage Loan, Serviced Companion Loan and the Hammond Square B Note (and any
successor REO Loan or REO Serviced B Note with respect thereto), a rate per annum equal to the Master Servicing Fee Rate minus
0.005% (0.5 basis points); provided, that such rate shall be subject to reduction at any time following any resignation
of the Master Servicer pursuant to Section 8.22 of this Agreement (if no successor is appointed in accordance with such
Section) or any termination of the Master Servicer pursuant to Section 8.28 of this Agreement, to the extent reasonably
necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor
may include the Trustee) that meets the requirements of Section 8.22(b) of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Excluded
Controlling Class Holder” means, with respect to any Excluded Controlling Class Mortgage Loan, the Controlling Class
Representative or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded


  






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Controlling Class
Mortgage Loan. Immediately upon obtaining actual knowledge of any such Controlling Class Representative or Controlling Class
Certificateholder becoming an “Excluded Controlling Class Holder”, such Controlling Class Representative or
Controlling Class Certificateholder shall provide notice in the form of Exhibit I-1E hereto to the Master Servicer,
the Special Servicer, the Trust Advisor, the Trustee and the Certificate Administrator, which such notice shall be physically
delivered in accordance with Section 14.5 of this Agreement and shall specifically identify the Excluded Controlling
Class Holder and the subject Excluded Controlling Class Mortgage Loan. Additionally, any Excluded Controlling Class Holder
shall also send to the Certificate Administrator a notice substantially in the form of Exhibit I-1F hereto, which such
notice shall provide each Certificate Administrator Website user identification associated with such Excluded Controlling
Class Holder, and which such notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class
Holder’s access to the Certificate Administrator’s Website as provided in this Agreement.


 


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


 


“Excluded
Information” means, with respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely
relating to such Excluded Controlling Class Mortgage Loan and/or the related Mortgaged Properties, including, without limitation,
any Asset Status Reports, Final Asset Status Reports or summaries thereof, or any appraisals, inspection reports (related to Specially
Serviced Mortgage Loans conducted by the Special Servicer or the Excluded Special Servicer), recoverability officer’s certificates,
Trust Advisor Annual Reports (it being understood that the Trust Advisor Annual Report relating to all Mortgage Loans other than
any Excluded Special Servicer Mortgage Loans will be provided to the Special Servicer and the Trust Advisor’s special annual
report relating solely to an Excluded Special Servicer Mortgage Loan will be provided to the related Excluded Special Servicer),
any determination of the Special Servicer’s net present value calculation, any Appraisal Reduction calculations, environmental
assessments, seismic reports and property condition reports and such other information and reports designated as Excluded Information
(other than such information with respect to such Excluded Controlling Class Mortgage Loan that is aggregated with information
of other Mortgage Loans at a pool level). For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting
Package (IRP) (other than the CREFC® Special Servicer Loan File relating to such Excluded Controlling Class Mortgage Loan)
shall not be “Excluded Information”. Each of the Master Servicer, the Special Servicer and the Trust Advisor shall
deliver any Excluded Information that is to be posted to the Certificate Administrator’s Website to the Certificate Administrator
in accordance with Section 8.31 hereof. For the avoidance of doubt, the Certificate Administrator’s obligation to
segregate any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s
Website shall be triggered solely by such information being delivered in the manner provided in Section 8.31 hereof.


 


“Excluded
Mortgage Loan” means any Mortgage Loan, A/B Whole Loan or Loan Pair with respect to which, as of any date of determination,
the Controlling Class


  






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Representative or any Majority Controlling Class Certificateholder is a Borrower Party. As of the Closing
Date, there are no Excluded Mortgage Loans related to the Trust.


 


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


 


“Excluded
Special Servicer Mortgage Loan” means any Mortgage Loan, A/B Whole Loan or Loan Pair with respect to which, as of
any date of determination, the Special Servicer obtains knowledge that it has become a Borrower Party.




 


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


 


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


 


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


 


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


 


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


 


“Final Asset
Status Report” means, with respect to any Specially Serviced Mortgage Loan, each related Asset Status Report, together
with such other data or supporting information provided by the Special Servicer to the Controlling Class Representative or any
related Loan-Specific Directing Holder, in each case, which does not include any communication (other than the related Final Asset
Status Report itself) between the Special Servicer and the Controlling Class Representative or any related Loan-Specific Directing
Holder, as applicable, with respect to such Specially Serviced Mortgage Loan; provided that no Asset Status Report shall
be considered to be a Final Asset Status Report unless (i) any Applicable Control Party has either finally approved of and consented
to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant
to this Agreement in respect of such actions, or has been deemed to have approved or consented to such actions, or (ii) the Asset
Status Report is otherwise implemented by the Special Servicer in accordance with this Agreement.


 


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


 


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


 


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


 


“Final Recovery
Determination” means a determination with respect to any Mortgage Loan, Serviced B Note, Serviced Companion Loan
or REO Property by the Special


  






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Servicer in consultation with the Applicable Control Party, and the Master Servicer (including a
Mortgage Loan, a Serviced Companion Loan or a Serviced B Note that relates to an REO Property), in each case, in its good faith
discretion, consistent with the Servicing Standard, that all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, Purchase
Proceeds and other payments or recoveries that the Special Servicer expects to be finally recoverable on such Mortgage Loan, Serviced
B Note, Serviced Companion Loan or REO Property, without regard to any obligation of the Master Servicer, the Special Servicer
or the Trustee, as the case may be, to make payments from its own funds pursuant to Article IV hereof, have been recovered.


 


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


 


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


 


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


 


“Form 8-K
Disclosure Information” has the meaning set forth in Section 13.7.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Hazardous
Materials” means any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without
limitation, those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
Section 9601 et seq., or any other environmental laws now or hereafter existing, and specifically


 






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including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde
and any substances classified as being “in inventory,” “usable work in process” or similar classification
which would, if classified as unusable, be included in the foregoing definition.


 


“Hammond
Square A/B Whole Loan” means, collectively, the Hammond Square Mortgage Loan and the Hammond Square B Note.


 


“Hammond
Square B Note” means the promissory note designated as “Note B” that is generally subordinate in
right of payment to the Hammond Square Mortgage Loan to the extent provided in the Hammond Square Intercreditor Agreement.
The Hammond Square B Note is not a “Mortgage Loan.”


 


“Hammond
Square Directing Holder” means the “Controlling Holder” or any analogous term under the Hammond
Square Intercreditor Agreement.


 


“Hammond
Square Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial holders
of the promissory notes comprising the Hammond Square A/B Whole Loan.


 


“Hammond
Square Mortgage Loan” means the Mortgage Loan identified as “Hammond Square” on the Mortgage Loan Schedule,
designated as “Note A,” that is senior in right of payment to the Hammond Square B Note to the extent set forth in
the Hammond Square Intercreditor Agreement. The Hammond Square Mortgage Loan is a “Mortgage Loan.”


 


“Herald Center
Directing Holder” means the “Controlling Note Holder” or any analogous term under the Herald Center Intercreditor
Agreement.


 


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


 


“Herald Center
Mortgage” means the Mortgage securing the Herald Center Non-Serviced Loan Combination.


 


“Herald Center
Mortgage Loan” means the Mortgage Loan identified as “Herald Center” on the Mortgage Loan Schedule and
that is pari passu in right of payment with the Herald Center Non-Serviced Companion Loan to the extent set forth in the
Herald Center Intercreditor Agreement. The Herald Center REMIC II Regular Interest A-3, as to which the Herald Center promissory
note A-3 corresponds, will also be an asset of the Trust, and for tax reporting purposes, any references herein to the “Herald
Center Mortgage Loan” will be deemed to be references to the Herald Center REMIC II Regular Interest A-3. The Herald Center
Mortgage Loan is a “Mortgage Loan.”


 


“Herald Center
Non-Serviced Companion Loan” means, collectively, the promissory notes designated as “Note A-1”, “Note
A-2” and “Note A-4” that are not included in the Trust and are pari passu in right of payment with the
Herald Center Mortgage Loan to the extent set forth in the Herald Center Intercreditor Agreement, in each case together with the


  






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corresponding Herald Center REMIC II Regular Interest created pursuant to the Herald Center Intercreditor Agreement. The Herald
Center Non-Serviced Companion Loan is not a “Mortgage Loan.”


 


“Herald Center
Non-Serviced Loan Combination” means, collectively, the Herald Center Mortgage Loan and the Herald Center Non-Serviced
Companion Loan, which will be serviced as of the Closing Date pursuant to the MSBAM 2015-C25 Pooling and Servicing Agreement.




 


“Herald Center
REMIC I” means the REMIC formed on June 19, 2015 by MSMCH with respect to the segregated pool of assets consisting
of the Herald Center Non-Serviced Loan Combination and the proceeds thereof.


 


“Herald Center
REMIC I Declaration” means the REMIC declaration dated June 19, 2015 made by MSMCH and related to Herald Center REMIC
I.


 


“Herald Center
REMIC I Regular Interest” means the single “regular interest” (within the meaning of the REMIC Provisions)
in the Herald Center REMIC I that is designated as such under the Herald Center REMIC I Declaration and had an initial principal
amount equal to the then outstanding principal balance of the Herald Center Non-Serviced Loan Combination and a pass-through rate
equal to the Mortgage Rate for the Herald Center Non-Serviced Loan Combination from time to time.


 


“Herald Center
REMIC II” means the REMIC formed on October 15, 2015 pursuant to the Herald Center Intercreditor Agreement with respect
to the segregated pool of assets consisting of the Herald Center REMIC I Regular Interest and the proceeds thereof.


 


“Herald Center
REMIC II Regular Interests” means, collectively, the four “regular interests” (within the meaning of
the REMIC Provisions) in the Herald Center REMIC II that are designated the “Herald Center REMIC II Regular Interest A-1,”
“Herald Center REMIC II Regular Interest A-2,” “Herald Center REMIC II Regular Interest A-3” and “Herald
Center REMIC II Regular Interest A-4” under the Herald Center Intercreditor Agreement. Each Herald Center REMIC II Regular
Interest has a principal amount equal to the outstanding principal balance of the corresponding promissory note comprising the
Herald Center Non-Serviced Loan Combination and a pass-through rate equal to the Mortgage Rate of the Herald Center Non-Serviced
Loan Combination from time to time. For tax reporting purposes, the holder of any promissory note comprising the Herald Center
Non-Serviced Loan Combination will be deemed to be the holder of the Herald Center REMIC II Regular Interest with the same alphanumeric
designation.


 


“Holder”
means the Person in whose name a Certificate is registered on the Certificate Register (and, solely for the purposes of distributing
reports, statements or other information pursuant to this Agreement, any Certificate Owner or potential transferee of a Certificate
to the extent the Person distributing such information has been provided with an Investor Certification; provided, that
this Agreement, the Final Prospectus, the Distribution Date Statements and the Exchange Act Reports shall be made available to
the general public). Solely for the purpose of giving any consent or taking any action pursuant to this Agreement, any


 






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


 


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


 


“Independent
Contractor” means, either (i) with respect to any Mortgage Loan (A) that is not a Specially Serviced Mortgage Loan,
any Person designated by the Master Servicer (other than the Master Servicer, but which may be an Affiliate of the Master Servicer),
or (B) that is a Specially Serviced Mortgage Loan, any Person designated by the Special Servicer that would be an “independent
contractor” with respect to a REMIC Pool within the meaning of Section 856(d)(3) of the Code if such REMIC Pool were a real
estate investment trust (except that the ownership test set forth in such Section shall be considered to be met by any Person that
owns, directly or indirectly, 35% or more of the Aggregate Certificate Balance or Notional Amount, as the case may be, of any Class
of the Certificates (other than the Class V and the


  






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


 


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


 


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


 


“Initial
Due Date Loan Initial Deposit” means, with respect to the Mortgage Loan identified as “O’Connor Plaza
Office Building” on the Mortgage Loan Schedule, with an initial Due Date in January 2016, an amount equal to 30 days of interest
at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-off Date. Such amount
shall, in the aggregate, be equal to $35,200.13.


 


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


 


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


 


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


 


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


 


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


 









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“Insurance
Proceeds” means amounts paid by the insurer under any Insurance Policy in connection with a Mortgage Loan,
Serviced B Note or Serviced Companion Loan, other than amounts required to be paid over to the Mortgagor pursuant to law and
the related Mortgage Loan documents in accordance with the Servicing Standard. With respect to any Mortgaged Property
securing any A/B Whole Loan or Loan Pair, only an allocable portion of such Insurance Proceeds shall be distributable to the
Certificateholders (and, with respect to the Mortgaged Property securing the Hammond Square A/B Whole Loan, the portion of
such Insurance Proceeds allocable to the Hammond Square Mortgage Loan shall be distributable to the Certificateholders other
than the Holders of the Class HMD Certificates, and the portion of such Insurance Proceeds allocable to the Hammond Square B
Note shall be distributable to the Holders of the Class HMD Certificates, as set forth in the related Intercreditor
Agreement). With respect to the Mortgaged Property securing any Non-Serviced Loan Combination, only the portion of such
amounts payable to the holder of the related Non-Serviced Mortgage Loan shall be included in Insurance Proceeds.


 


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


 


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


 


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


 


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


 


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


 


“Interested
Person” means, as of any date of determination, the Master Servicer, the Special Servicer, the Depositor, the holder
of a Serviced B Note or Serviced Companion Loan (or any portion thereof), a Holder or Certificate Owner of 50% or more of the Controlling
Class, the Controlling Class Representative, the Trust Advisor, any Seller, any Independent


 






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Contractor engaged by the Master Servicer
or the Special Servicer pursuant to this Agreement, or any Person actually known to a Responsible Officer of the Trustee or the
Certificate Administrator to be an Affiliate of any of them, or any Borrower Party.


 


“Investor
Certification” means a certificate (which may be in electronic form) substantially in the form of Exhibit
I-1A, Exhibit I-1B, Exhibit I-1C or Exhibit I-1D to this Agreement or in the form of an electronic
certification contained on the Certificate Administrator’s Website (which may be a click-through confirmation)
representing that the person executing the certificate (1) is a Certificateholder, a Certificate Owner or a prospective
purchaser that, in the case of a Registered Certificate, has received a copy of the Final Prospectus, or a holder of a
Serviced B Note or Serviced Companion Loan and (2)(i) is not a Mortgagor, a Manager, an Affiliate of a Mortgagor or Manager
or a principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee or advisor of,
or any investor in, any of the foregoing or an agent of any of the foregoing, or in the case of the Controlling Class
Representative or any Controlling Class Certificateholder, such person is not a Borrower Party, in which case such person
will have access to all the reports and information made available on the Certificate Adminstrator’s Website to
Certificateholders under this Agreement, or (ii) such person is a Borrower Party, in which case (A) if such person is the
Controlling Class Representative or a beneficial owner of a Controlling Class Certificate, such person will have access to
all reports and information made available to Certificateholders on the Certificate Adminstrator’s Website under this
Agreement except that such person will not have access solely to the related Excluded Information related to any
related Excluded Controlling Class Mortgage Loan with respect to which such person is a Borrower Party, or (B) if such person
is not the Controlling Class Representative or a beneficial owner of a Controlling Class Certificate, such person will only
receive access to the Distribution Date Statements prepared by the Certificate Administrator. The Certificate Administrator
may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.
Any Investor Certification may be delivered electronically to the recipients thereof pursuant to the second paragraph of Section
14.5 of this Agreement.


 


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


 


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


 


“IRS”
means the Internal Revenue Service.


 


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


 


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


 


“KBRA”
means Kroll Bond Rating Agency, Inc. or its successor in interest. If neither such rating agency nor any successor remains in existence,
“KBRA” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person
reasonably designated by the Depositor, notice of which designation shall be given to the other


  






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parties hereto, and specific ratings
of KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


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


 


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


 


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


 


“Liquidation
Fee” means a fee payable with respect to the final disposition or liquidation of any Mortgage Loan (other than any
Non-Serviced Mortgage Loan) that is a Specially Serviced Mortgage Loan (including, for this purpose, any related Serviced Companion
Loan or Serviced B Note) or REO Property (other than any REO Property related to a Non-Serviced Mortgage Loan) equal to the lesser
of (1) $1,000,000 and (2) the product of (x) 1.0% and (y) the Liquidation Proceeds received in connection with a final disposition
of, and any Condemnation Proceeds and Insurance Proceeds received by the Trust (net of any expenses incurred by the Special Servicer
on behalf of the Trust in connection with the collection of such Condemnation Proceeds and Insurance Proceeds) with respect to,
such Specially Serviced Mortgage Loan or REO Property or portion thereof; provided, that the Liquidation Fee with respect
to any Specially Serviced Mortgage Loan or REO Property shall be reduced by the amount of any Excess Modification Fees actually
received by the Special Servicer as additional servicing compensation (i) with respect to the related Mortgage Loan, Serviced Companion
Loan or Serviced B Note, as applicable, at any time within the prior eighteen (18) months in connection with each modification,
restructure, extension, waiver or amendment that constituted


  






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a modification of
the related Mortgage Loan, Loan Pair or A/B Whole Loan while the Mortgage Loan or the related Serviced Companion Loan or
Serviced B Note, as applicable, was a Specially Serviced Mortgage Loan and (ii) with respect to the related Mortgage Loan,
Serviced Companion Loan or Serviced B Note, as applicable, at any time within the prior nine (9) months in connection with
each modification, restructure, extension, waiver or amendment that constitutes a modification of the related Mortgage Loan,
Loan Pair or A/B Whole Loan while the Mortgage Loan or the related Serviced Companion Loan or Serviced B Note, as applicable,
was a Non-Specially Serviced Mortgage Loan, but, in each case, only to the extent those Excess Modification Fees have not
previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee will be payable based upon, or out of,
Liquidation Proceeds received in connection with (i) the repurchase of, or substitution for, any Mortgage Loan (or the
Hammond Square B Note, as applicable) by the related Seller or its Seller Guarantor under the related Mortgage Loan Purchase
Agreement for a Material Breach or Material Document Defect, if such repurchase or substitution occurs on or before the later
of (x) 180 days after the discovery or receipt of notice by the related Seller or its Seller Guarantor of the Material
Document Defect or Material Breach, as applicable, that gave rise to the particular repurchase or substitution obligation,
and (y) the expiration of the time period (or extension thereof) provided for such repurchase or substitution if such
repurchase or substitution occurs prior to the termination of any applicable extended resolution period, (ii) the purchase of
any Specially Serviced Mortgage Loan that is, or is part of, an A/B Whole Loan or Loan Pair by the holder of the related
Serviced B Note or Serviced Companion Loan, as applicable, within ninety (90) days following the date that the subject
Mortgage Loan became a Specially Serviced Mortgage Loan, (iii) the purchase of any Specially Serviced Mortgage Loan by the
holder of any related mezzanine loan, pursuant to the related mezzanine loan intercreditor agreement, within the ninety (90)
days following the date that such holder’s option to purchase such Specially Serviced Mortgage Loan first becomes
exercisable, (iv) the purchase of all of the Mortgage Loans, the Hammond Square B Note (if applicable) and all of the REO
Properties in connection with an optional termination of the Trust, (v) the purchase of any Specially Serviced Mortgage
Loan by the Special Servicer or any Affiliate thereof (other than the Controlling Class Representative), or (vi) the purchase
of any Specially Serviced Mortgage Loan or related REO Property, by the Controlling Class Representative or any affiliate
thereof (other than the Special Servicer), if such purchase occurs within ninety (90) days after the date on which the
Special Servicer delivers to the Controlling Class Representative for its approval the initial Asset Status Report with
respect to such Specially Serviced Mortgage Loan. For the avoidance of doubt, the Special Servicer may not receive a Workout
Fee and a Liquidation Fee with respect to the same proceeds collected on a Mortgage Loan, Serviced Companion Loan, Serviced B
Note or REO Loan. Notwithstanding the foregoing, if a Mortgage Loan, Serviced B Note or Serviced Companion Loan becomes a
Specially Serviced Mortgage Loan only because of an event described in clause (i) of the definition of “Servicing
Transfer Event” as a result of a payment default on the related maturity date and the related Liquidation Proceeds are
received within three (3) months following the related maturity date as a result of the related Mortgage Loan,
Serviced B Note or Serviced Companion Loan being refinanced or otherwise repaid in full, the Special Servicer shall not be
entitled to collect a Liquidation Fee out of the proceeds received in connection with such liquidation if such fee would
reduce the amount available for distributions to Certificateholders, but the Special Servicer may collect from the related
Mortgagor and retain (x) a liquidation fee,


  






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(y) such other fees as are provided for in the related Mortgage Loan documents
and (z) other appropriate fees in connection with such liquidation.


 


“Liquidation
Proceeds” means proceeds from the sale or liquidation of a Mortgage Loan, a Serviced Companion Loan or a
Serviced B Note or related REO Property, net of Liquidation Expenses. With respect to any Mortgaged Property securing an A/B
Whole Loan or Loan Pair, only an allocable portion of such Liquidation Proceeds shall be distributable to the
Certificateholders (and with respect to the Mortgaged Property securing the Hammond Square A/B Whole Loan, the portion of
such Liquidation Proceeds allocable to the Hammond Square Mortgage Loan shall be distributable to the Certificateholders
other than the Holders of the Class HMD Certificates, and the portion of such Liquidation Proceeds allocable to the Hammond
Square B Note shall be distributable to the Holders of the Class HMD Certificates, as set forth in the related Intercreditor
Agreement). With respect to the mortgaged property or properties securing any Non-Serviced Loan Combination, only the portion
of such amounts payable to the holder of the related Non-Serviced Mortgage Loan will be included in Liquidation Proceeds.


 


“Liquidation
Realized Loss” means, with respect to each Mortgage Loan, the Hammond Square B Note or any REO Property, as the case
may be, as to which a Cash Liquidation, or other liquidation or REO Disposition has occurred, an amount equal to the excess, if
any, of: (A) the sum, without duplication, of (1) the Unpaid Principal Balance of the Mortgage Loan or the Hammond Square B Note
(or any related REO Mortgage Loan or REO Serviced B Note), as the case may be, as of the date of the Cash Liquidation, or other
liquidation or REO Disposition, plus (2) unpaid interest and interest accrued thereon at the applicable Mortgage Rate through
the Due Date (or, in the case of a Balloon Loan past its Maturity Date or an REO Property, the date that would otherwise be the
Due Date) in the Collection Period in which the Cash Liquidation or other liquidation or REO Disposition occurred, plus
(3) any expenses (including Additional Trust Expenses, unpaid Servicing Advances and unpaid Advance Interest, but excluding Trust
Advisor Expenses) incurred in connection with such Mortgage Loan, Hammond Square B Note or REO Property that have been paid or
are payable or reimbursable to any Person, other than amounts included in the definition of Liquidation Expenses and amounts previously
treated as Expense Losses attributable to principal (and interest thereon), plus (4) any Unliquidated Advances incurred
with respect to such Mortgage Loan, Hammond Square B Note or REO Property; over (B) the sum of (1) REO Income applied as recoveries
of principal or interest on the related Mortgage Loan, Hammond Square B Note or REO Property, and (2) Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, Late Collections and all other amounts recovered from the related Mortgagor and received during the
Collection Period in which such Cash Liquidation, or other liquidation or REO Disposition occurred and which are not required under
any Intercreditor Agreement (or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30
hereof, the applicable Mortgage Loan documents) or Non-Serviced Mortgage Loan Intercreditor Agreement to be payable or reimbursable
to any holder of a B Note (other than the Hammond Square B Note), a Serviced Companion Loan or a Non-Serviced Companion Loan.


 


“Loan Pair”
means a Serviced Pari Passu Mortgage Loan, the related Serviced Companion Loan and any related Serviced B Note, collectively. The
only Loan Pair related to the Trust as of the Closing Date is the University West Apartments Loan Pair.


  






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“Loan-Specific
Directing Holder” means, with respect to any A/B Whole Loan or Loan Pair, any holder of a related Serviced B Note
or Serviced Companion Loan, or any designee thereof or participant in a securitization thereof, that constitutes the “Controlling
Holder”, “Controlling Note Holder”, the “Directing Holder”, “Directing Lender” or any
analogous concept under the related Intercreditor Agreement. The Loan-Specific Directing Holder related to the Trust as of the
Closing Date shall be, with respect to the Hammond Square A/B Whole Loan, the Hammond Square Directing Holder.


 


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



 


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


 


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


 


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


 


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


 


“MAI”
means Member of the Appraisal Institute.


 


“Major Decision”
means any of the following:


 


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


 


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


 


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


 


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


  






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


 


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




 


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


 


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


 


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


 


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


 


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


 


(l)           any
requests for the funding or disbursement of “performance,” “earn-out,” holdback or similar escrows and
reserves (including those evidenced by letters of credit) for any Mortgage Loan whose escrows and reserves (i) exceed, at the related
origination date, in the aggregate, 10% of the initial principal balance of such Mortgage Loan (regardless of whether such funding
or disbursement may be characterized as routine and/or customary and regardless


  






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of whether such Mortgage Loan has a primary servicer
other than the Master Servicer) or (ii) are not routine and/or customary escrow and reserve fundings or disbursements;


 


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




 


(n)          any
determination of an Acceptable Insurance Default;


 


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


 


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


 


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


 


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


 


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


 


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


 









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“Master Servicer”
means Wells Fargo Bank, National Association and its permitted successors or assigns.


 


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


 


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


 


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


  


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


 


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


 


“Master Servicing
Fee” means, with respect to each Mortgage Loan and, if applicable, A/B Whole Loan or Loan Pair (including a Mortgage
Loan, A/B Whole Loan or Loan Pair that relates to an REO Property or is a Defeasance Loan), for any related Mortgage Loan Accrual
Period, the amount of interest accrued during such related Mortgage Loan Accrual Period at the related Master Servicing Fee Rate
on the same balance, in the same manner and for the same number of days as interest at the applicable Mortgage Rate accrued with
respect to such Mortgage Loan or, if applicable, such A/B Whole Loan or Loan Pair, as the case may be, during such related Mortgage
Loan Accrual Period, subject to reduction in respect of Compensating Interest, as set forth in Section 5.2(a)(I)(iv). The
Master Servicing Fee shall include all amounts required to be paid to any sub-servicer appointed by the Master Servicer.


 


“Master Servicing
Fee Rate” means, with respect to each Mortgage Loan and any related Serviced Companion Loan or Serviced B Note, including
any Mortgage Loan, Serviced Companion Loan or Serviced B Note that relates to an REO Property or is a Defeasance Loan, a rate equal
to (i) with respect to each Mortgage Loan (other than the 535-545 Fifth Avenue Mortgage Loan, the U-Haul Portfolio Mortgage
Loan Mortgage Loan and the Herald Center Mortgage Loan), 0.0050% per annum plus the primary servicing fee rate set forth
next to such Mortgage Loan on the Mortgage Loan Schedule, (ii) with respect to each of the 535-545 Fifth Avenue Mortgage Loan,
the U-Haul Portfolio Mortgage Loan Mortgage Loan and the Herald Center Mortgage Loan, 0.0050% per annum, (iii) with respect
to the University West Apartments Serviced Companion Loan, 0.0050% per annum, and (iv) with respect to the Hammond Square
B Note, 0.020% per annum.


 


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


 


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


 


“Maturity
Date” means, with respect to any Mortgage Loan, Serviced Companion Loan or Serviced B Note as of any date of determination,
the date on which the last payment of principal is due and payable thereunder, after taking into account all Principal Prepayments
received and any Deficient Valuation, Debt Service Reduction Amount or modification of the Mortgage Loan, Serviced Companion Loan
or Serviced B Note occurring


  






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prior to such date of determination, but without giving effect to (i) any acceleration of the principal
of such Mortgage Loan, Serviced Companion Loan or Serviced B Note or (ii) any grace period permitted by such Mortgage Loan, Serviced
B Note or Serviced Companion Loan.


 


“Modification
Fee” means a fee, if any, collected from a Mortgagor by the Master Servicer in connection with a written
restructuring, modification, waiver, extension or amendment of any Mortgage Loan (or A/B Whole Loan or Loan Pair, if
applicable, but not any Non-Serviced Mortgage Loan) other than a Specially Serviced Mortgage Loan or collected in connection
with a written restructuring, modification, waiver, extension or amendment by the Special Servicer of a Specially Serviced
Mortgage Loan, but does not include Assumption Fees, assumption application fees, Consent Fees or defeasance fees. For each
written restructuring, modification, extension, waiver or amendment that restructures, modifies, extends, amends or waives
any term of the Mortgage Loan, A/B Whole Loan or Loan Pair in connection with working out of a Specially Serviced Mortgage
Loan, the Modification Fees collected from the related Mortgagor will be subject to a cap of the lesser of (i) 1.0% of the
outstanding principal balance of such Mortgage Loan, A/B Whole Loan or Loan Pair on the closing date of the related
modification, restructure, extension, waiver or amendment (prior to giving effect to such modification, restructure,
extension, waiver or amendment); provided, that no aggregate cap will exist in connection with the amount of
Modification Fees which may be collected from the related Mortgagor with respect to any Specially Serviced Mortgage Loan or
REO Loan and (ii) $1,000,000; provided, that no aggregate cap exists in connection with the amount of Modification
Fees which may be collected from the related Mortgagor with respect to any Specially Serviced Mortgage Loan or REO Loan.


 


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


 


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


 


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


  






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




 


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


 


“Mortgage
File” means the mortgage documents listed below (provided, that references to the Mortgage File for the Hammond Square
B Note shall refer to the Mortgage File for the Hammond Square Mortgage Loan and the Mortgage Note evidencing the Hammond Square
B Note):


 


(i)           the
original Mortgage Note bearing, or accompanied by, all prior or intervening endorsements, endorsed either in blank or to the order
of the Trustee in the following form: “Pay to the order of Wilmington Trust, National Association, as Trustee for Morgan
Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27, without recourse,
representation or warranty” or if the original Mortgage Note is not included therein, then a lost note affidavit with a copy
of the Mortgage Note attached thereto;


 


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


 


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


 



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modification, consolidation or extension
agreement has been dispatched or sent to the appropriate public recording official for recordation or (B) in the case of an original
modification, consolidation or extension agreement that has been lost after recordation, a certification by the appropriate county
recording office where such document is recorded that such copy is a true and complete copy of the original recorded modification,
consolidation or extension agreement, and the originals of all assumption agreements, if any;




 


(iv)         an
original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording, signed by the holder of
record in blank or in favor of Wilmington Trust, National Association, as Trustee for Morgan Stanley Bank of America Merrill Lynch
Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27” (or, in the case of an A/B Whole Loan or
a Loan Pair, substantially similar language notating an assignment in favor of the Trustee (in such capacity and on behalf of the
holders of any related Serviced B Note or Serviced Companion Loan));


 


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


 


(vi)         if
the related Assignment of Leases is separate from the Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to the 45th day following the Closing Date
from the applicable public recording office, a copy of such Assignment of Leases certified by the applicable Seller to be a true
and complete copy of the original Assignment of Leases submitted for recording, together with (A) an original of each assignment
of such Assignment of Leases with evidence of recording thereon and showing a complete recorded chain of assignment from the named
assignee to the holder of record, and if any such assignment of such Assignment of Leases has not been returned from the applicable
public recording office, a copy of such assignment certified by the applicable Seller to be a true and complete copy of the original
assignment submitted for recording, and (B) an original assignment of such Assignment of Leases, in recordable form, signed by
the holder of record in favor of Wilmington Trust, National Association, as Trustee for Morgan Stanley Bank of America Merrill
Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27” (or, in the case of an A/B Whole Loan
or a Loan Pair, substantially similar language notating an assignment in favor of the Trustee (in such capacity and on behalf of
the holders of any related Serviced B Note


  






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or Serviced Companion Loan)), which assignment may be effected in the related Assignment
of Mortgage;


 


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


 


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


 


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


 


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


 


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


 


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


 






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case of clause (B) above, the Master Servicer acknowledges that any letter of credit held by it shall
be held in its capacity as agent of the Trust, and if the Master Servicer sells its rights to service the applicable Mortgage Loan,
the Master Servicer shall assign the applicable letter of credit to the Trust or (with respect to any Specially Serviced Mortgage
Loan) at the direction of the Special Servicer to such party as the Special Servicer may instruct, in each case, at the expense
of the Master Servicer. The Master Servicer shall indemnify the Trust for any loss caused by the ineffectiveness of such assignment;




 


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


 


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


 


(xv)        copies
of any Environmental Insurance Policy;


 


(xvi)       copies
of any affidavit and indemnification agreement;


 


(xvii)      if
the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement, (a)
an original or a copy of any franchise, management or similar agreement provided to the applicable Seller in connection with such
Seller’s origination or acquisition of the Mortgage Loan; (b) a copy of any related estoppel certificate or any comfort letter
delivered by the franchisor for the benefit of the holder of the Mortgage Loan in connection with the applicable Seller’s
origination or acquisition of the Mortgage Loan; and (c) if the related Mortgage Loan is a Franchise Mortgage Loan, a copy of the
notice (to the extent such a notice is required under the terms of the related franchise, management or similar agreement) to the
related franchisor stating that the Franchise Mortgage Loan has been transferred to the Trust and requesting a replacement comfort
letter in favor of the Trust (or any such new document or acknowledgement as may be contemplated under the existing comfort letter);


 


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


 


(xix)        with
respect to the Herald Center Mortgage Loan, a copy of the Herald Center REMIC I Declaration.


 


Notwithstanding any of
the foregoing to the contrary, with respect to any Non-Serviced Mortgage Loan, (A) the preceding document delivery requirements
shall be met by the delivery by the Depositor of copies of the documents specified above (other than the Mortgage Notes (and all
intervening endorsements) respectively evidencing such Non-Serviced Mortgage Loan with respect to which the originals shall be
required), including a copy of the Non-Serviced Mortgage Loan Mortgage, and (B) the requirement to deliver any of the preceding
documents in the name of the Trustee shall be met by the delivery of such documents in the name of the Non-Serviced Mortgage Loan
Trustee for the benefit of, among others, the Trustee, as holder of such Non-Serviced Mortgage Loan.


  






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


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Purchase Agreement II” means that certain Mortgage Loan Purchase Agreement between MSMCH and the Depositor dated
the Pricing Date with respect to the MSMCH Loans and the Hammond Square B Note.


 


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


 


“Mortgage
Loan Purchase Agreement IV” means that certain Mortgage Loan Purchase Agreement between SMF III, Starwood Mortgage
Capital LLC and the Depositor dated the Pricing Date with respect to the SMF III Loans.


 


“Mortgage
Loan Schedule” or “Loan Schedule” means collectively the schedule attached hereto as Schedule
I, which identifies each BANA Loan, the schedule attached


  






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hereto as Schedule II, which identifies each MSMCH Loan, the
schedule attached hereto as Schedule III, which identifies each CIBC Loan, and the schedule attached hereto as Schedule
IV, which identifies each SMF III Loan, as such schedules may be amended from time to time pursuant to Section 2.3.


 


“Mortgage
Note” means the note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
Loan or the Hammond Square B Note, as applicable.




 


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


 


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


 


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


 


“Mortgagor”
means the obligor on a Mortgage Note.


 


“MSBAM 2015-C24
Pooling and Servicing Agreement” means the Pooling and Servicing Agreement, dated as of August 1, 2015, between Morgan
Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as special servicer, Park Bridge Lender Services LLC, as trust advisor, Wilmington Trust, National
Association, as trustee, and Wells Fargo Bank, National Association, as certificate administrator, certificate registrar, authenticating
agent and custodian.


 


“MSBAM 2015-C25
Pooling and Servicing Agreement” means the Pooling and Servicing Agreement, dated as of October 1, 2015, between
Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as master servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Pentalpha Surveillance LLC, as trust
advisor, and U.S. Bank National Association, as trustee, certificate administrator, certificate registrar, authenticating agent
and custodian.


 


“MSJP 2015-HAUL
Trust and Servicing Agreement” means the Trust and Servicing Agreement, dated as of October 1, 2015, between Morgan
Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as servicer and special servicer, and U.S. Bank National
Association, as trustee and certificate administrator.


 


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


  






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


 


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




 


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


 


“Net Mortgage
Rate” means, with respect to any Mortgage Loan or the Hammond Square B Note (including a successor REO Mortgage Loan
or REO Serviced B Note, as applicable), as of any date of determination, a per annum rate equal to the Mortgage Rate of
such Mortgage Loan or the Hammond Square B Note, minus the related Administrative Cost Rate.


 


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


 


“Non-Directing
Holder” means, with respect to any A/B Whole Loan or Loan Pair, the “Non-Directing Holder”, “Non-Controlling
Note Holder” or any analogous term under the related Intercreditor Agreement. The only Non-Directing Holders related to the
Trust as of the Closing Date are the “Non-Controlling Note Holders” or “Non-Controlling Holders” under
the University West Apartments Intercreditor Agreement.


 


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


  






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


 


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


 


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


 


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


 


“Non-Serviced
Companion Loan” means a loan not included in the Trust that is generally payable on a pari passu basis with
the related Non-Serviced Mortgage Loan. The only Non-Serviced Companion Loans related to the Trust as of the Closing Date are the
535-545 Fifth Avenue Non-Serviced Companion Loan, the U-Haul Portfolio Non-Serviced Companion Loan and the Herald Center Non-Serviced
Companion Loan.


 


“Non-Serviced
Loan Combination” means a Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan and any related
B Note, collectively. The only Non-Serviced Loan Combinations related to the Trust as of the Closing Date are the 535-545 Fifth
Avenue Non-Serviced Loan Combination, the U-Haul Portfolio Non-Serviced Loan Combination and the Herald Center Non-Serviced Loan
Combination.


 


“Non-Serviced
Mortgage Loan” means a Mortgage Loan included in the Trust but serviced under another agreement. The only Non-Serviced
Mortgage Loans included in the Trust as of the Closing Date are the 535-545 Fifth Avenue Mortgage Loan, the U-Haul Portfolio Mortgage
Loan and the Herald Center Mortgage Loan.


  






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


 


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


 


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


 


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



 


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


 


“Non-Serviced
Mortgage Loan Mortgage” means the mortgage securing a Non-Serviced Loan Combination.


 


“Non-Serviced
Mortgage Loan Pooling and Servicing Agreement” means a pooling and servicing agreement or trust and servicing agreement,
as applicable, under which a Non-Serviced Mortgage Loan is serviced. The only Non-Serviced Mortgage Loan Pooling and Servicing
Agreements related to the Trust as of the Closing Date are (i) the MSBAM 2015-C24 Pooling and Servicing Agreement, pursuant to
which the 535-545 Fifth Avenue Non-Serviced Loan Combination is serviced, (ii) the MSJP 2015-HAUL Trust and Servicing Agreement,
pursuant to which the U-Haul Portfolio Non-Serviced Loan Combination is serviced and (iii) the MSBAM 2015-C25 Pooling and Servicing
Agreement, pursuant to which the Herald Center Non-Serviced Loan Combination is serviced.


 


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


 


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


 


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


 


“Notional
Amount” means, as of any date of determination: (i) with respect to any Class X REMIC III Regular Interest, the REMIC
II Principal Amount of the Corresponding REMIC II Regular Interest as of such date of determination; (ii) with respect to any Class
of Class X Certificates, the aggregate of the Notional Amounts of the related Class X REMIC III


  






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Regular Interests as of such date
of determination; and (iii) with respect to any Class X Certificate, the product of the Percentage Interest evidenced by such Certificate,
multiplied by the Notional Amount of the applicable Class of Class X Certificates as of such date of determination.


 


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


 


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




 



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


 


“Opinion
of Counsel” means a written opinion of counsel addressed to the Trustee and the Certificate Administrator, reasonably
acceptable in form and substance to the Trustee and the Certificate Administrator, and who is not in-house counsel to the party
required to deliver such opinion but who, in the good faith judgment of the Trustee and the Certificate Administrator, is Independent
outside counsel knowledgeable of the issues occurring in the practice of securitization with respect to any such opinion of counsel
concerning the taxation, or status as a REMIC for tax purposes, of any REMIC Pool or status as a “grantor trust” under
the Code of the Grantor Trust.


 


“Other Advance
Report Date” means with respect to a Non-Serviced Companion Loan, Serviced Companion Loan or B Note, as applicable,
which has been deposited into a commercial mortgage securitization trust, the date under the related Other Companion Loan Pooling
and Servicing Agreement that the related Other Master Servicer is required


  






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(pursuant to the terms thereof) to make a determination
as to whether it will make a P&I Advance as required under such Other Companion Loan Pooling and Servicing Agreement.


 


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


 


“Other Companion
Loan Pooling and Servicing Agreement” means a pooling and servicing agreement or trust and servicing agreement, as
applicable, relating to a Non-Serviced Companion Loan (or controlling portion thereof), Serviced Companion Loan or B Note that
creates a commercial mortgage securitization trust, as applicable. The Other Companion Loan Pooling and Servicing Agreements related
to the Trust as of the Closing Date are the MSBAM 2015-C24 Pooling and Servicing Agreement, the MSJP 2015-HAUL Trust and Servicing
Agreement and the MSBAM 2015-C25 Pooling and Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


  






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


 


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


 


“Ownership
Interest” means, as to any Certificate, any ownership or security interest in such Certificate as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.


 


“P&I
Advance” means (other than with respect to a Serviced Companion Loan or a Serviced B Note) for any
Distribution Date, subject to Section 4.1(d) of this Agreement: (i) with respect to any Mortgage Loan or Specially
Serviced Mortgage Loan as to which all or a portion of the Scheduled Payment (other than a Balloon Payment) due during the
related Collection Period was not received by the Master Servicer as of the related Determination Date, the portion of such
Scheduled Payment not received; (ii) with respect to any Mortgage Loan that is a Balloon Loan (excluding any REO Property as
to which the related Mortgage Loan provided for a Balloon Payment) as to which a Balloon Payment was due during or prior to
the related Collection Period but was delinquent, in whole or in part, as of the related Determination Date, an amount equal
to the excess, if any, of the Assumed Scheduled Payment for such Balloon Loan for the related Collection Period, over any
Late Collections or other amounts received in respect of such Balloon Payment during such Collection Period that are included
in the Available Distribution Amount for such Distribution Date; and (iii) with respect to each REO Mortgage Loan, an amount
equal to the excess, if any, of the Assumed Scheduled Payment thereof during the related Collection Period, over any
remittances of REO Income to the Master Servicer by the Special Servicer that are included in the Available Distribution
Amount for such Distribution Date; provided that the interest portion of any Scheduled Payment or Assumed Scheduled
Payment shall be advanced at a per annum rate equal to the sum of the Net Mortgage Rate relating to such Mortgage Loan
or such REO Mortgage Loan, the Certificate Administrator Fee Rate, the Trust Advisor Fee Rate and the CREFC®
License Fee Rate, such that the Scheduled Payment or Assumed Scheduled Payment to be advanced as a P&I Advance shall be
net of the Master Servicing Fee; provided, further, that the Scheduled Payment or Assumed Scheduled Payment for
any Mortgage Loan which has been modified shall be calculated based on its terms as modified; provided, further,
that the interest component of any P&I Advance with respect to a Mortgage Loan as to which there has been an Appraisal
Reduction shall be an amount equal to the product of (i) the amount of interest required to be advanced without giving effect
to this proviso and (ii) a fraction, the numerator of which is the Stated Principal Balance of such Mortgage Loan
immediately prior to the subject Distribution Date less any Appraisal Reduction applicable to such Mortgage Loan (or, in the
case of a Non-Serviced Mortgage Loan or a Serviced Pari Passu Mortgage Loan, the portion of such Appraisal Reduction
allocable (based upon their respective Unpaid Principal Balances) to such Non-Serviced Mortgage Loan or Serviced Pari Passu
Mortgage Loan under the related Intercreditor Agreement or related Non-Serviced Mortgage Loan Pooling and Servicing Agreement
(or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, Section
8.30 hereof), or in the case of an A/B Whole Loan, the portion of such Appraisal Reduction allocable to the A Note


  






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pursuant to the definition of “Appraisal Reduction”), and the denominator of which is the Stated Principal
Balance of such Mortgage Loan immediately prior to the subject Distribution Date. All P&I Advances for any Mortgage Loans
that have been modified shall be calculated on the basis of their terms as modified.


 


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


 


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


 


“Pari Passu
Loan Primary Servicing Fee Rate” means the “Master Servicing Fee Rate” (or analogous term) (as defined
in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) and any other servicing fee rate (other than those payable
to the applicable Non-Serviced Mortgage Loan Special Servicer) applicable to any Non-Serviced Mortgage Loan. For the avoidance
of doubt, the Pari Passu Loan Primary Servicing Fee Rate for the 535-545 Fifth Avenue Mortgage Loan and the Herald Center Mortgage
Loan shall be 0.0050% per annum, and the Pari Passu Loan Primary Servicing Fee Rate for the U-Haul Portfolio Mortgage Loan
shall be 0.0025% per annum.


 


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


 


“Pass-Through
Rate” or “Pass-Through Rates” means, for any Distribution Date: (a) with respect to any
REMIC I Regular Interest, the related REMIC I Net Mortgage Rate for such Distribution Date; (b) with respect to (x) any REMIC II
Regular Interest other than any Class HMD REMIC II Regular Interest, the Weighted Average REMIC I Net Mortgage Rate for such Distribution
Date and (y) any Class HMD REMIC II Regular Interest, the REMIC I Net Mortgage Rate for the Hammond Square B Note; (c) with respect
to any Class X REMIC III Regular Interest, the Class X Strip Rate with respect to the Corresponding REMIC II Regular Interest for
such Distribution Date; (d) with respect to any Class of Class X Certificates, (i) the weighted average of the Pass-Through Rates
with respect to the related Class X REMIC III Regular Interests for such Distribution Date, weighted on the basis of the respective
Notional Amounts of such Class X REMIC III Regular Interests immediately prior to such Distribution


  






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Date or (ii) if there is only
one related Class X REMIC III Regular Interest, the Pass-Through Rate with respect to the related Class X REMIC III Regular Interest
for such Distribution Date, as applicable; (e) with respect to the Class A-1 Certificates, 1.980% per annum; (f) with respect
to the Class A-SB Certificates, 3.557% per annum; (g) with respect to the Class A-2 Certificates, 3.434% per annum;
(h) with respect to the Class A-3 Certificates, 3.473% per annum; (i) with respect to the Class A-4 Certificates, 3.753%
per annum; (j) with respect to the Class A-S Certificates, 4.068% per annum; (k) with respect to the Class B Certificates,
the Weighted Average REMIC I Net Mortgage Rate; (l) with respect to the Class C Certificates, the Weighted Average REMIC I Net
Mortgage Rate; (m) with respect to each Class of the Class D, Class E, Class F, Class G, Class H and Class J Certificates, 3.237%
per annum; and (n) with respect to the Class HMD Certificates, the REMIC I Net Mortgage Rate for the REMIC I Regular Interest
that relates to the Hammond Square B Note.


 


“PCAOB”
means the Public Company Accounting Oversight Board.


 


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


 


“Percentage
Interest” means: (a) with respect to each Certificate other than a Class V or Class R Certificate, the fraction of
the relevant Class evidenced by such Certificate, expressed as a percentage (carried to four (4) decimal places and rounded, if
necessary), the numerator of which is the Certificate Balance or Notional Amount, as applicable, represented by such Certificate
as of the Closing Date as stated on the face of such Certificate, and the denominator of which is the Aggregate Certificate Balance
or Notional Amount, as applicable, of all of the Certificates of the relevant Class as of the Closing Date as stated on the face
of such Certificate; provided, that if at any time the Aggregate Certificate Balance or Notional Amount of such Class equals
zero, the “Percentage Interest” with respect to each Certificate of such Class shall equal zero; and (b) with respect
to each Class V and Class R Certificate, the percentage interest in distributions (if any) to be made with respect to the relevant
Class, as stated on the face of such Certificate.


 


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


 


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


 


“Permitted
Transferee” means any Transferee other than: (a) a Disqualified Organization; (b) any other Person identified in
an Opinion of Counsel delivered to the Certificate Administrator and the Trustee to the effect that the transfer of an ownership
interest in any Class R Certificate to such Person may cause any REMIC Pool to fail to qualify as a REMIC at any time that the
Certificates are outstanding, (c) a Person that is a non-United States Tax


  






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Person, (d) any partnership if any of its interests
are (or under the partnership agreement are permitted to be) owned, directly or indirectly (other than through a U.S. corporation),
by a non-United States Tax Person or (e) a United States Tax Person with respect to whom income from the Class R Certificate is
attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the
transferee or any other United States Tax Person.


 


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


 


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


 


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




 


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


 


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


 


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


 


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


 


“Prepayment
Interest Shortfall” means, with respect to any Mortgage Loan or the Hammond Square B Note as to which a full or partial
Principal Prepayment (including payment of a Balloon Payment other than in connection with the foreclosure or liquidation thereof)
is made during that portion of any Collection Period prior to the related Due Date in such Collection Period, an amount equal to
the excess of (A) the aggregate amount of interest which would have accrued on the Stated Principal Balance of such Mortgage Loan
(or the Hammond Square B Note, if applicable) if the Scheduled Payment had been paid on the related Due Date and such Principal
Prepayment or Balloon Payment had not been made (net of the Master Servicing Fee, the Special Servicing Fee, the Trust Advisor
Fee, the Certificate


  



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Administrator Fee, the CREFC® License Fee and any servicing fee, certificate administrator
fee, trust advisor fee or trustee fee payable in connection with any Non-Serviced Mortgage Loan (in the case of any Non-Serviced
Mortgage Loan)) over (B) the aggregate interest that did so accrue through the date such payment was made (net of such fees).


 


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


 


“Pricing
Date” means November 19, 2015.


 


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




 


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


 


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


 


(I)        
   the sum of:


 


(A)          the
following (without duplication):


 


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


 


(ii)         (x)
all payments (including Principal Prepayments and the principal portion of Balloon Payments but not in respect of any Serviced
Companion Loan or Serviced B Note or any successor REO Serviced Companion Loan or REO Serviced B Note) and any other collections
(including Liquidation Proceeds (other than the portion thereof, if any, constituting Excess Liquidation Proceeds), Condemnation
Proceeds, Insurance Proceeds, Purchase Proceeds and REO Income) received (including, in the case of any Non-Serviced Mortgage Loan,
by the related Non-Serviced Mortgage Loan Master Servicer or Non-Serviced Mortgage Loan Special Servicer) on or in respect of the
Mortgage Loans and any REO Mortgage Loans (but not in respect of any Serviced Companion Loan or Serviced B Note or any successor
REO Serviced Companion Loan or REO Serviced B Note) during the related Collection Period that were identified


  






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and applied by the
Master Servicer or the Special Servicer as recoveries of principal thereof in accordance with this Agreement (exclusive of any
portion thereof included as part of the Principal Distribution Amount for the immediately preceding Distribution Date pursuant
to clause (I)(A)(ii)(y) of this definition) and (y) the principal portion of any Balloon Payments received on or in respect
of the Mortgage Loans and any REO Mortgage Loans (but not in respect of any Serviced Companion Loan or Serviced B Note or any successor
REO Serviced Companion Loan or REO Serviced B Note) during the period that begins two (2) Business Days immediately preceding the
related Master Servicer Remittance Date and ends on such Master Servicer Remittance Date and remitted by the Master Servicer to
the Distribution Account pursuant to Section 5.2(c) that were identified and applied by the Master Servicer or the Special
Servicer as recoveries of principal thereof in accordance with this Agreement;


 


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


 


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


 


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


 


(II)           the
sum of:


 


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


 


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


 





  






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


 


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


 


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



 


“Privileged
Information” means any (i) correspondence or other communications between the Controlling Class Representative or
a Loan-Specific Directing Holder, on the one hand, and the Special Servicer, the Master Servicer, the Certificate Administrator,
the Custodian or the Trustee, on the other hand, related to any Specially Serviced Mortgage Loan or the exercise of the consent
or consultation rights of the Controlling Class Representative or a Loan-Specific Directing Holder under this Agreement, (ii) correspondence
or other communications between the Controlling Class Representative and a Non-Serviced Mortgage Loan Master Servicer, Non-Serviced
Mortgage Loan Special Servicer or other party related to the exercise of any consultation rights with respect to a Non-Serviced
Mortgage Loan, (iii) strategically sensitive information that the Special Servicer has reasonably determined could compromise the
Trust’s position in any ongoing or future negotiations with the related Mortgagor or other interested party, and (iv) legally
privileged information; provided that the summary of any Final Asset Status Report prepared pursuant to Section 10.5(a)
is deemed not to be Privileged Information (although no such summary shall be made available to any Mortgagor, Manager, Affiliate
of a Mortgagor or Manager or agent, principal, partner, member, joint venturer, limited partner, employee, representative, director,
trustee or advisor of, or any investor in, any of the foregoing that relates to the Mortgage Loan as to which the applicable Final
Asset Status Report relates).


 


“Privileged
Person” means the Depositor, the Underwriters, the Initial Purchasers, any Seller, the Master Servicer, the Special
Servicer, any Excluded Special Servicer, the Rating Agencies, the Controlling Class Representative (but only during any Subordinate
Control Period and any Collective Consultation Period), any Loan-Specific Directing Holder (if and for so long as such party or
its designee is the Loan-Specific Directing Holder with respect to the related A/B Whole Loan or Loan Pair, as the case may be),
the Trustee, the Certificate Administrator, the Custodian, the Trust Advisor, a designee of the Depositor and any Person who provides
the Certificate Administrator with an Investor Certification or NRSRO Certification, as applicable, which Investor Certification
or NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website; provided that,
other than with respect to the Special Servicer with respect to Mortgage Loans that are not Excluded Special Servicer Mortgage
Loans, and with respect to any Excluded Controlling Class Holder, subject to the next succeeding


 









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proviso, in no event shall a Mortgagor,
a Manager, an Affiliate of a Mortgagor or Manager or an agent, principal, partner, member, joint venturer, limited partner, employee,
representative, director, trustee or advisor of, or any investor in, any of the foregoing be considered a Privileged Person; provided,
further, that any Excluded Controlling Class Holder, solely with respect to the related Excluded Controlling Class Mortgage
Loan. will not be considered a Privileged Person. The holder of any Serviced Companion Loan, B Note or Non-Serviced Companion Loan
(in each case, including any trustee, master servicer, special servicer, controlling class representative, certificate administrator
or custodian with respect to any securitization thereof) shall also be a Privileged Person to the extent any such party provides
the Certificate Administrator a certification substantially in the form of Exhibit T hereto (which certification may be
submitted electronically, including by means of a “click through” confirmation on the Certificate Administrator’s
Website).


 


The Controlling
Class Representative, each Controlling Class Certificateholder and the Special Servicer shall be considered a Privileged
Person with respect to any Mortgage Loan, Serviced Companion Loan or Serviced B Note for which it is not then a Borrower
Party, and the limitations on access to information set forth in this Agreement shall apply only with respect the related
Mortgage Loan for which the applicable party is a Borrower Party and only with respect to the related Excluded
Information.


 


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


 


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


 


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


 


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


 


“Purchase
Price” means, with respect to the purchase by the Seller (or its related Seller Guarantor) or liquidation by the
Special Servicer of (i) a Mortgage Loan (or the Hammond Square B Note, as applicable) or an REO Mortgage Loan (or the REO Serviced
B Note related to the Hammond Square B Note) pursuant to Article II of this Agreement,
(ii) an REO Mortgage Loan (or the REO Serviced B Note related to the Hammond Square B Note) pursuant to 





 






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Section 9.15 or (iii) a Mortgage
Loan (or the Hammond Square B Note, as applicable) pursuant to Section 9.17 under the circumstances set forth therein,
a price equal to the sum (without duplication) of (A) 100% of the Unpaid Principal Balance of such Mortgage Loan (or the Hammond
Square B Note) or REO Mortgage Loan (or the REO Serviced B Note related to the Hammond Square B Note), plus (B) accrued
but unpaid interest thereon calculated at the Mortgage Rate to, but not including, the Due Date in the Collection Period in which
such purchase or liquidation occurs, plus (C) the amount of any expenses related to such Mortgage Loan or the Hammond Square
B Note and any related Serviced Companion Loan, Serviced B Note or REO Property (including any Servicing Advances and any Advance
Interest (which have not been paid by the Mortgagor on the related Mortgage Loan and any related Serviced Companion Loan or Serviced
B Note) related to such Mortgage Loan or the Hammond Square B Note and any related Serviced Companion Loan or Serviced B Note,
the amount of any Servicing Advances (and Advance Interest thereon) that were reimbursed from collections on the other Mortgage
Loans pursuant to Section 5.2(a)(II)(iii) and not subsequently recovered from the related Mortgagor, and all Special Servicing
Fees and Liquidation Fees paid or payable with respect to the Mortgage Loan or the Hammond Square B Note and any related Serviced
Companion Loan or Serviced B Note) that are reimbursable or payable to the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Custodian, any Non-Serviced Mortgage Loan Master Servicer, any Non-Serviced Mortgage Loan Special
Servicer, any Non-Serviced Mortgage Loan Trustee or any Non-Serviced Mortgage Loan Certificate Administrator, plus (D)
if such Mortgage Loan (or the Hammond Square B Note, as applicable) or REO Mortgage Loan (or the REO Serviced B Note related to
the Hammond Square B Note) is being repurchased or substituted for by a Seller (or its related Seller Guarantor) pursuant to the
related Mortgage Loan Purchase Agreement, all expenses reasonably incurred or to be incurred by the Master Servicer, the Special
Servicer, the Trust Advisor, the Depositor, the Certificate Administrator, the Trustee or the Custodian in respect of the Material
Breach or Material Document Defect giving rise to the repurchase or substitution obligation (and that are not otherwise included
in clause (C) above) and any Liquidation Fee payable in connection with any such repurchase. With respect to a Joint Mortgage
Loan, the Purchase Price for each of the applicable Sellers shall be its respective percentage interest as of the Closing Date
of the total Purchase Price for such Joint Mortgage Loan.


 


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


 


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


 


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


 









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


 


“Qualifying
Substitute Mortgage Loan” means, in the case of a Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage
Loan which, on the date of substitution, (i) has an outstanding principal balance, after deduction of the principal portion of
the Scheduled Payment due in the month of substitution, not in excess of the Stated Principal Balance of the Deleted Mortgage
Loan; provided, that, to the extent that the principal balance of such Mortgage Loan is less than the Stated Principal
Balance of the Deleted Mortgage Loan, then such differential in principal amount, together with interest thereon at the Mortgage
Rate on the related Mortgage Loan from the date as to which interest was last paid through the last day of the month in which
such substitution occurs, shall be paid by the party effecting such substitution to the Master Servicer for deposit into the Collection
Account, and shall be treated as a Principal Prepayment hereunder; (ii) is accruing interest at a rate of interest at least equal
to that of the Deleted Mortgage Loan; (iii) has a remaining term to stated maturity not greater than, and not more than two (2)
years less than, that of the Deleted Mortgage Loan; (iv) has an original Loan-to-Value Ratio not higher than that of the Deleted
Mortgage Loan and a current Loan-to-Value Ratio (equal to the outstanding principal balance on the date of substitution divided
by its current Appraised Value) not higher than the current Loan-to-Value Ratio of the Deleted Mortgage Loan and has a current
Debt Service Coverage Ratio equal to or greater than the current Debt Service Coverage Ratio of the Deleted Mortgage Loan; (v)
will comply with all of the representations and warranties relating to Mortgage Loans set forth in the applicable Mortgage Loan
Purchase Agreement, as of the date of substitution; (vi) has a Phase I Environmental Report relating to the related Mortgaged
Property in its Mortgage Files and such Phase I Environmental Report does not, in the good faith reasonable judgment of the Special
Servicer, consistent with the Servicing Standard, raise material issues that have not been adequately addressed; (vii) has an
engineering report relating to the related Mortgaged Property in its Mortgage Files and such engineering report does not, in the
good faith reasonable judgment of the Special Servicer, consistent with the Servicing Standard raise material issues that have
not been adequately addressed; and (viii) as to which the Trustee and the Certificate Administrator have received an Opinion of
Counsel, at the related Seller’s expense, that such Mortgage Loan is a “qualified replacement mortgage” within


  






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the meaning of
Section 860G(a)(4) of the Code; provided that no Mortgage Loan may have a Maturity Date after the date three (3) years
prior to the Rated Final Distribution Date, and provided, further, that no such Mortgage Loan shall be
substituted for a Deleted Mortgage Loan unless a Rating Agency Communication has been provided to each Rating Agency, and provided, further,
that, during any Subordinate Control Period, no such Mortgage Loan shall be substituted for a Deleted Mortgage Loan unless
the Controlling Class Representative shall have approved of such substitution (provided, that such approval of the
Controlling Class Representative may not be unreasonably withheld). If either one mortgage loan is substituted for more than
one Deleted Mortgage Loan or more than one mortgage loan is substituted for one or more Deleted Mortgage Loans, then (A) the
principal balances referred to in clause (i) above shall be determined on the basis of aggregate principal balances
and (B) the rates referred to in clause (ii) above and the remaining term to stated maturity referred to in clause
(iii) above shall be determined on a weighted average basis (provided, that the Net Mortgage Rate for any
Qualifying Substitute Mortgage Loan may not be less than the highest Pass-Through Rate of any outstanding Class of
Certificates that is not based on, or subject to a cap equal to, the Weighted Average REMIC I Net Mortgage Rate). Whenever a
Qualifying Substitute Mortgage Loan is substituted for a Deleted Mortgage Loan pursuant to this Agreement, the party
effecting such substitution shall certify that such Mortgage Loan meets all of the requirements of this definition and shall
send such certification to the Certificate Administrator, which shall deliver a copy of such certification to the Master
Servicer, the Special Servicer, the Trustee, the Custodian and the Controlling Class Representative promptly, and in any
event within five (5) Business Days following the Certificate Administrator’s receipt of such certification.


 


“Rated Final
Distribution Date” means with respect to each rated Class of Certificates, each REMIC I Regular Interest and each
REMIC II Regular Interest, the Distribution Date in December 2047.


 


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


 


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


 


“Rating Agency
Confirmation” means, with respect to any matter, written confirmation (which may be in any format that is consistent
with the policies, procedures or guidelines of the applicable Rating Agency at the time such Rating Agency Confirmation is sought,
including, without limitation, by way of electronic communication, press release or any other written communication and need not
be directed or addressed to any party to this Agreement) by each applicable Rating Agency that a proposed action, failure to act
or other event so specified will not, in and of itself, result in the downgrade or withdrawal of the then-current rating assigned
to any Class of Certificates or, if applicable, any class of Serviced Companion Loan Securities or securities related to a Non-Serviced
Mortgage Loan, in each case,


  






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if then rated by the Rating Agency; provided, that a written waiver or other acknowledgment
from any Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation (or such other
waiver as set forth in Section 1.7) is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation
from such Rating Agency with respect to such matter. At any time during which no Certificates, Serviced Companion Loan Securities
or securities related to a Non-Serviced Mortgage Loan are rated by a Rating Agency, no Rating Agency Confirmation shall be required
from that Rating Agency.


 


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


 


“Realized
Interest Loss” means, with respect to each Mortgage Loan (including an REO Mortgage Loan) and the Hammond
Square B Note (including any successor REO Serviced B Note), (i) in the case of a Liquidation Realized Loss, the portion of
any Liquidation Realized Loss that exceeds the Realized Principal Loss on the related Mortgage Loan or the Hammond Square B
Note, as applicable, (ii) in the case of a Bankruptcy Loss, the portion of such Realized Loss attributable to accrued
interest on the related Mortgage Loan or the Hammond Square B Note, as applicable, (iii) in the case of an Expense Loss, an
Expense Loss resulting in any period from the payment of the Special Servicing Fee and any Expense Losses treated as Realized
Interest Losses pursuant to clause (iv) of the definition of “Realized Principal Loss” or (iv) in the case
of a Modification Loss, a Modification Loss set forth in clause (iii) of the definition thereof.


 


“Realized
Loss” means a Liquidation Realized Loss, a Modification Loss, a Bankruptcy Loss or an Expense Loss with respect to
a Mortgage Loan (including an REO Mortgage Loan) or the Hammond Square B Note (including any successor REO Serviced B Note), as
applicable.


 


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


 









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Unliquidated Advance that is determined by the Master Servicer to be a Nonrecoverable Advance.


 


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


 


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


 


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


 






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


 


“Regulation
AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by the
Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case
as effective from time to time as of the compliance dates specified therein.


 


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


 


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


 


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


 


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


 


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


 


“Rehabilitated
Mortgage Loan” means any Specially Serviced Mortgage Loan with respect to which (i) three (3) consecutive Scheduled
Payments have been made (in the case of any such Mortgage Loan, Serviced Companion Loan or Serviced B Note that was modified, based
on the modified terms), or a complete defeasance shall have occurred, (ii) no other Servicing Transfer Event has occurred and is
continuing (or, with respect to determining whether a Required Appraisal Loan is a Rehabilitated Mortgage Loan for applying Appraisal
Reductions,


  






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no other Appraisal Event has occurred and is continuing) and (iii) the Trust has been reimbursed for all costs incurred
as a result of the occurrence of a Servicing Transfer Event (or such amounts constitute a Workout-Delayed Reimbursement Amount
or such amounts have been forgiven). An A Note shall not constitute a Rehabilitated Mortgage Loan unless each related Serviced
B Note would constitute a Rehabilitated Mortgage Loan. A Serviced B Note shall not constitute a Rehabilitated Mortgage Loan unless
its related Mortgage Loan and any related Serviced Companion Loan also would constitute a Rehabilitated Mortgage Loan. A Serviced
Pari Passu Mortgage Loan shall not constitute a Rehabilitated Mortgage Loan unless its related Serviced Companion Loan and any
related Serviced B Note also would constitute a Rehabilitated Mortgage Loan. A Serviced Companion Loan shall not constitute a Rehabilitated
Mortgage Loan unless its related Serviced Pari Passu Mortgage Loan and any related Serviced B Note also would constitute a Rehabilitated
Mortgage Loan.


 


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




 


“Relevant
Distribution Date” means with respect to (a) any Significant Obligor with respect to the Trust, the Distribution
Date, and (b) any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other
Securitization holding a Serviced Companion Loan, the “Distribution Date” (or analogous concept) under the related
Other Companion Loan Pooling and Servicing Agreement.


 


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


 


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


 


“REMIC I”
means the segregated pool of assets consisting of the Mortgage Loans (other than the Herald Center Mortgage Loan), the Hammond
Square B Note and the Herald Center REMIC II Regular Interest A-3 (other than any Excess Interest payable on any of the foregoing),
such amounts with respect thereto as shall from time to time be held in the Collection Account, the Excess Liquidation Proceeds
Reserve Account, the TA Unused Fees Reserve Account, the Distribution Account (other than the portion thereof constituting the
Excess Interest Sub-account) and the Interest Reserve Account, the Insurance Policies (other than the interests of the holder of
any Non-Serviced Companion Loan or Serviced Companion Loan or B Note (other than the Hammond Square B Note) therein) and any REO
Properties or beneficial interests therein (other than the interests of the holder of any Non-Serviced Companion Loan or any Serviced
Companion Loan or Serviced B Note (other than the


  






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Hammond Square B Note) therein), for which a REMIC election will be made pursuant
to Section 12.1(a) hereof. The Excess Interest on the ARD Mortgage Loans and the Excess Interest Sub-account shall constitute
assets of the Trust but shall not be a part of any REMIC Pool formed hereunder. The Non-Serviced Companion Loans and any amounts
payable thereon shall not constitute assets of the Trust or any REMIC Pool formed hereunder. No Serviced B Note (other than the
Hammond Square B Note) or any amounts payable thereon shall constitute an asset of the Trust or any REMIC Pool formed hereunder.
No Serviced Companion Loan or any amounts payable thereon shall constitute an asset of the Trust or any REMIC Pool formed hereunder.


 


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


 


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


 


“REMIC I Principal Amount” means, with respect to any REMIC I Regular
Interest, as of any date or time of determination, the then unpaid principal amount thereof, such amount being equal to the Cut-Off
Date Principal Balance of the related Mortgage Loan or the Hammond Square B Note, as applicable, minus (i) the amount
of all principal distributions previously deemed made with respect to such REMIC I Regular Interest pursuant to Section 6.3(a)
and (ii) all Collateral Support Deficits allocated to such REMIC I Regular Interest in reduction of its REMIC I
Principal Amount pursuant to Section 6.6.


  


“REMIC I
Regular Interests” means, collectively, the uncertificated interests designated as “regular
interests” (within the meaning of the REMIC Provisions) in REMIC I, each of which relates to a separate specific
Mortgage Loan (including any successor REO Mortgage Loan and any Qualifying Substitute Mortgage Loan that may replace such
Mortgage Loan) or the Hammond Square B Note (including any successor REO Serviced B Note), as applicable, has


 









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an initial
REMIC I Principal Amount equal to the Cut-Off Date Principal Balance of such Mortgage Loan or the Hammond Square B Note, as
applicable, and has a Pass-Through Rate equal to the applicable REMIC I Net Mortgage Rate from time to time.





 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“REMIC II
Regular Interest A-3” means the uncertificated interest designated as a “regular interest” (within the
meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest having a REMIC II Principal Amount equal to the
Aggregate Certificate Balance of the Class A-3 Certificates, and which has a Pass-Through Rate equal to the Weighted Average REMIC
I Net Mortgage Rate from time to time.


 


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


  






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“REMIC III
Regular Interest X-A-1” means the “regular interest” (within the meaning of the REMIC Provisions) in
REMIC III that is designated “X-A-1” and has no principal amount, but has a Notional Amount equal to the REMIC II Principal
Amount of REMIC II Regular Interest A-1 outstanding from time to time and a Pass-Through Rate equal to the Class X Strip Rate with
respect to REMIC II Regular Interest A-1 from time to time.


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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





 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


  






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


 


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


 


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


 


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


 


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


 


“REO Serviced
B Note” means a Serviced B Note as to which the related Mortgaged Property has become an REO Property. Such Serviced
B Note shall be deemed to


  



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remain outstanding for purposes of various calculations under this Agreement notwithstanding that the
related Mortgaged Property has become an REO Property.


 


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


 


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


 


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


 


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




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Responsible
Officer” means, when used with respect to the Trustee, the Custodian or the Certificate Administrator, (i) any officer
of the Trustee, the Custodian or the Certificate Administrator, as the case may be, assigned to the Corporate Trust Office of such
party, in each case, with direct responsibility for the administration of this Agreement, (ii) with respect to a particular matter,
any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular
subject, and (iii) in the case of any


  






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certification required to be signed by a Responsible Officer, any officer whose name and
specimen signature appear on a list of corporate trust officers furnished to the Master Servicer by the Trustee, the Custodian
or the Certificate Administrator, as applicable, as such list may from time to time be amended.


 


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


 


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


 


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


 


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




 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or its successor
in interest. If neither such rating agency nor any successor remains in existence or is no longer an NRSRO with respect to commercial
mortgage-backed securities, “S&P” shall be deemed to refer to such other nationally recognized statistical rating
agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the other
parties hereto, and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party
so designated.


 


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


 


“Sarbanes-Oxley
Certification” has the meaning set forth in Section 13.6.


 


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


 


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


 


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


 


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


  






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


 


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




 


“Serviced
B Note” means, with respect to any A/B Whole Loan or Loan Pair, any related subordinated note, which is serviced
pursuant to this Agreement and is subordinated in right of payment to the related Mortgage Loan to the extent set forth in the
related Intercreditor Agreement. The only Serviced B Note related to the Trust as of the Closing Date is the Hammond Square B Note.


 


“Serviced
Companion Loan” means a mortgage loan that is serviced under this Agreement, is not a “Mortgage Loan”
included in the Trust, and is paid on a pari passu basis with a Mortgage Loan included in the Trust. The only Serviced Companion
Loan related to the Trust as of the Closing Date is the University West Apartments Serviced Companion Loan.


 


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


 


“Serviced
Companion Loan Securities” means for so long as the Mortgage Loan or any successor REO Mortgage Loan is included
in the Trust, any class of securities backed by the related Serviced Companion Loan. Any reference herein to a “series”
of Serviced Companion Loan Securities shall refer to separate securitizations of one or more of the Serviced Companion Loans.


 


“Serviced
Pari Passu Mortgage” means the Mortgage securing a Serviced Pari Passu Mortgage Loan and its related Serviced Companion
Loan secured by the related Mortgaged Property. The only Serviced Pari Passu Mortgage related to the Trust as of the Closing Date
is the Mortgage securing the University West Apartments Loan Pair.


 


“Serviced
Pari Passu Mortgage Loan” means a Mortgage Loan that is included in the Trust and is paid on a pari passu
basis with a Serviced Companion Loan to the extent set forth in the related Intercreditor Agreement. The only Serviced Pari Passu
Mortgage Loan included in the Trust as of the Closing Date is the University West Apartments Mortgage Loan.


  






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


 


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


 


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


 


“Servicer
Mortgage File” means copies of the mortgage documents listed in the definition of “Mortgage File” relating
to a Mortgage Loan and shall also include, to the extent required to be (and actually) delivered to the applicable Seller pursuant
to the applicable Mortgage Loan documents, copies of the following items: the Mortgage Note, any Mortgage, the Assignment of Leases
and the Assignment of Mortgage, any guaranty/indemnity agreement, any loan agreement, any insurance policies or certificates (as
applicable), any property inspection reports, any financial statements on the property, any escrow analysis, any tax bills, any
Appraisal, any environmental report, any engineering report, third-party management agreements, any asset summary, financial information
on the Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor agreement and any Environmental Insurance
Policies as well as, with respect to the Herald Center Mortgage Loan, (A) the filed Form 8811 with respect to Herald Center REMIC
I and (B) the Notice of Taxpayer Identification Number assigned with respect to the Herald Center REMIC I and the related Form
SS-4.


 


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


 


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


 


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


 









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


 


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


 


“Servicing
Standard” means, with respect to the Master Servicer or the Special Servicer, as the case may be, to service and
administer the Mortgage Loans (and any Serviced Companion Loan and Serviced B Note but not any Non-Serviced Mortgage Loan) that
it is obligated to service and administer pursuant to this Agreement on behalf of the Trust and in the best interests of and for
the benefit of the Certificateholders (and in the case of any Serviced Companion Loan or Serviced B Note (taking into account the
subordinate nature of any such Serviced B Note), the related holder of the Serviced Companion Loan or Serviced B Note, as applicable)
as a collective whole (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and
reasonable judgment), in accordance with applicable law, the terms of this Agreement and the terms of the respective Mortgage Loans,
any Serviced Companion Loan and any Serviced B Note (and, in the case of any Loan Pair or A/B Whole Loan, the related Intercreditor
Agreement) and, to the extent consistent with the foregoing, further as follows:


 


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


 


(b)          with
a view to the timely collection of all Scheduled Payments of principal and interest under the Mortgage Loans, any Serviced Companion
Loan and any Serviced B Note or, if a Mortgage Loan, any Serviced Companion Loan or any Serviced B Note comes into and continues
in default and with respect to the Special Servicer, if, in the good faith and reasonable judgment of the Special Servicer, no
satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery of principal
and interest on such Mortgage Loan to the Certificateholders (as a collective whole) (or in the case of any A/B Whole Loan and
its related Serviced B Note or any Loan Pair, the maximization of the recovery of principal and interest on such A/B Whole Loan
or Loan Pair, as applicable, to the Certificateholders and the holder of any related Serviced B Note (taking into account the


  






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subordinate
nature of any such Serviced B Note) or Serviced Companion Loan, as applicable, all taken as a collective whole) on a net present
value basis (the relevant discounting of anticipated collections that will be distributable to Certificateholders to be performed
at the applicable Calculation Rate); and


 


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


 


“Servicing
Transfer Event” means the occurrence of any of the following events: (i) any Mortgage Loan (other than a Non-Serviced
Mortgage Loan), Serviced Companion Loan or Serviced B Note is past due with respect to a Balloon Payment, and the Master Servicer
has determined, in its good faith reasonable judgment in accordance with the Servicing Standard, that payment is unlikely to be
made on or before the 60th day after the date on which such Balloon Payment was due (or if the Master Servicer has received,
prior to the 60th day after the Due Date of such Balloon Payment, written evidence from an institutional lender of its
binding commitment to refinance such Mortgage Loan, Serviced Companion Loan or Serviced B Note, one hundred twenty (120) days succeeding
the date on which such Balloon Payment was due; provided that if such refinancing does not occur during the time period
specified in such written refinancing commitment, a Servicing Transfer Event shall be deemed to have occurred), or any other payment
is more than sixty (60) days past due or has not been made on or before the second (2nd) Due Date following the Due
Date such payment was due; (ii) either (A) the Mortgagor under any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced
Companion Loan or Serviced B Note has, to the Master Servicer’s knowledge, consented to the appointment of a receiver or
conservator in any insolvency or similar proceeding of, or relating to, such Mortgagor or to all or substantially all of its property,
or (B) the Mortgagor has become the subject of a decree or order issued under a bankruptcy, insolvency or similar law and such
decree or order shall have remained undischarged or unstayed for a period of sixty (60) days; (iii) with respect to any Mortgage
Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced B Note, the Master Servicer has received notice
of the foreclosure or proposed foreclosure of any other lien on the related Mortgaged Property; (iv) with respect to any Mortgage
Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan or Serviced B Note, the Master Servicer has obtained knowledge
of a default (other than a failure by the related Mortgagor to pay principal or interest) that, in the good faith reasonable judgment
of the Master Servicer, materially and adversely affects the interests of the Certificateholders or the holder of any related Serviced
Companion Loan or Serviced B Note and which has occurred and remains unremedied for the applicable grace period specified in such
Mortgage Loan (or, if no grace period is specified, sixty (60) days); (v) the Mortgagor under any Mortgage Loan (other than a Non-Serviced
Mortgage Loan), Serviced Companion Loan or Serviced B Note admits in


  






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writing its
inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or
reorganization statute, makes an assignment for the benefit of its creditors or voluntarily suspends payment of its
obligations; and (vi) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan or
Serviced B Note, the Master Servicer or Special Servicer (and, in the case of the Special Servicer, during any Subordinate
Control Period, with the consent of the Controlling Class Representative) has determined, in the good faith reasonable
judgment of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, during any Subordinate
Control Period, with the consent of the Controlling Class Representative), that (a) a payment default is imminent or is
likely to occur within sixty (60) days, or (b) any other default is imminent or is likely to occur within sixty (60) days and
such default, in the good faith reasonable judgment of the Master Servicer or the Special Servicer (and, in the case of the
Special Servicer, during any Subordinate Control Period, with the consent of the Controlling Class Representative), is
reasonably likely to materially and adversely affect the interests of the Certificateholders or the holder of any related
Serviced Companion Loan or Serviced B Note (as the case may be); provided, that any determination under this clause
(vi)(b) with respect to any Mortgage Loan (or Serviced B Note or Serviced Companion Loan, if applicable) solely by reason of
the failure (or imminent failure) of the related Mortgagor to maintain or cause to be maintained insurance coverage against
damages or losses arising from acts of terrorism may only be made by the Special Servicer if it determines that such
default is not an Acceptable Insurance Default (during any Subordinate Control Period, with the consent of the Controlling
Class Representative); provided, further, that (1) if the holder of any related Serviced B Note exercised its
right to cure a monetary default and a monetary default occurs in the following month due to the holder of such Serviced B
Note’s failure to cure, then servicing of such Mortgage Loan shall be transferred to the Special Servicer on the
Business Day following the expiration of the Cure Period (as defined in the related Intercreditor Agreement) of the holder of
such Serviced B Note if the holder of such Serviced B Note does not cure the current monetary default or (2) if the holder of
any related Serviced B Note has exercised its right to cure the number of consecutive monetary defaults it is permitted to
cure under the related Intercreditor Agreement and a monetary default occurs in the following month, then servicing of such
Mortgage Loan shall be transferred to the Special Servicer at the expiration of the Mortgagor’s grace period for the
current monetary default. With respect to any A/B Whole Loan, if a Servicing Transfer Event occurs with respect to an A Note
or a Serviced B Note, it shall be deemed to have occurred also with respect to its related Serviced B Note or A Note, as the
case may be; and provided, further, that if a Servicing Transfer Event would otherwise have occurred with
respect to an A Note, but has not so occurred solely because the holder of any related Serviced B Note has exercised its cure
rights under the related Intercreditor Agreement, then a Servicing Transfer Event will not occur with respect to such A/B
Whole Loan. With respect to any Loan Pair, if a Servicing Transfer Event occurs with respect to any Serviced Pari Passu
Mortgage Loan, any Serviced Companion Loan or any Serviced B Note, it shall be deemed to have occurred also with respect to
each of the related Serviced Pari Passu Mortgage Loan, any Serviced Companion Loan or any Serviced B Note, respectively.
Under the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement, if the equivalent of a Servicing Transfer
Event occurs with respect to any Non-Serviced Companion Loan or any B Note, it shall be deemed to have occurred also with
respect to the related Non-Serviced Mortgage Loan.


 






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“Significant
Obligor” means (a) any obligor (as defined in Item 1101(i) of Regulation AB) or group of affiliated obligors on any
Mortgage Loan or group of Mortgage Loans that represent, as of the Closing Date, 10% or more of the Mortgage Loans (by principal
balance as of the Cut-off Date); or (b) any single Mortgaged Property or group of Mortgaged Properties securing any Mortgage Loan
or group of cross-collateralized and/or cross-defaulted Mortgage Loans that represent, as of the Closing Date, 10% or more of the
Mortgage Loans (by principal balance as of the Cut-off Date). The Mortgaged Property securing the 535-545 Fifth Avenue Mortgage
Loan constitutes the only Significant Obligor with respect to the Trust.


 


“Significant
Obligor NOI Quarterly Filing Deadline” means, 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 Relevant Distribution Date occurring on or immediately
following the date on which financial statements for such calendar quarter are required to be delivered to the related lender
under the related Mortgage Loan documents. The parties to this Agreement acknowledge
that the date on which quarterly financial statements are required to be delivered to the related lender under the related Mortgage
Loan documents is, with respect to net operating income information, for the 535-545 Fifth Avenue Mortgage Loan,
thirty (30) days following the end of each fiscal quarter, subject to Section 4.1.6 of the related loan agreement. 


 


“Significant
Obligor NOI Yearly Filing Deadline” means, with respect to each calendar year, the date that is the 90th day after
the end of such calendar year. The parties to this Agreement acknowledge that the date
on which annual financial statements are required to be delivered to the related lender under the related Mortgage Loan documents
is, with respect to net operating income information, for the 535-545 Fifth Avenue Mortgage Loan,
seventy-five (75) days following the end of each fiscal year, as applicable, subject to Section 4.1.6 of the related loan
agreement.


 


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


 


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


 


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


  






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


“Special
Servicing Fee Rate” means, with respect to each Specially Serviced Mortgage Loan and REO Loan (other than an REO
Loan that was a Non-Serviced Mortgage Loan), 0.25% per annum.



 


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


 


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


 


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


 


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


 


“Stated Principal
Balance” means, with respect to any Mortgage Loan (including an REO Mortgage Loan) or the Hammond Square B Note (including
any successor REO Serviced B Note), as of any date of determination, for purposes of performing various calculations under this
Agreement, an amount equal to the Cut-Off Date Principal Balance


 






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


 


“Subcontractor”
means any vendor, subcontractor or other Person that is not responsible for the overall servicing of Mortgage Loans but performs
one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or
authority of the Master Servicer, the Special Servicer, an Additional Servicer or a sub-servicer.


 


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


 


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


 



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consent of any related Borrower Party with respect to such Excluded Mortgage Loan shall not be required with respect
to any actions that would otherwise require the consent of the Controlling Class Representative.


 


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




 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“TIA”
means the Trust Indenture Act of 1939.


 


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


 





 






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


 


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


 


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


 


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


 


“Trust”
means the trust created pursuant to this Agreement, the assets of which (the “Trust Fund”) consist of all
the assets of REMIC I (including the Mortgage Loans (other than Excess Interest), Herald Center REMIC II Regular Interest A-3
and the Hammond Square B Note, such amounts related thereto as shall from time to time be held in the Collection Account, the
Distribution Account, the Reserve Accounts, the Insurance Policies, any REO Properties or beneficial interests therein and
other items referred to in Section 2.1(a) hereof); REMIC II; REMIC III; and the Excess Interest Sub-account and any
Excess Interest on the Mortgage Loans. The Trust shall not include any Non-Serviced Companion Loan, any B Note (other than
the Hammond Square B Note), any interest of the holders of a B Note (other than the Hammond Square B Note), any A/B Whole
Loan Custodial Account, any Serviced Companion Loan, any interest of the holders of a Serviced Companion Loan or any Serviced
Companion Loan Custodial Account. For the avoidance of doubt, no BANA Lender Successor Borrower Right, CIBC Lender Successor
Borrower Right, SMF III Lender Successor Borrower Right or MSMCH Seller Defeasance Rights and Obligations is an asset of the
Trust.


 


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


 


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


 


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


 









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


 


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


 


“Trust Advisor
Fee” means, with respect to each Mortgage Loan (and the Hammond Square B Note, but other than any Non-Serviced Mortgage
Loan), including if such Mortgage Loan becomes an REO Mortgage Loan, for any related Mortgage Loan Accrual Period, an amount accrued
at the applicable Trust Advisor Fee Rate during such related Mortgage Loan Accrual Period on the same principal balance, in the
same manner and for the same number of days as interest at the applicable Mortgage Rate accrued with respect to such Mortgage Loan
(or REO Mortgage Loan) during such Mortgage Loan Accrual Period, and prorated for partial periods. Such fee shall be in addition
to, and not in lieu of, any other fee or other sum payable to the Trust Advisor under this Agreement.


 


“Trust Advisor
Fee Rate” means 0.00125% per annum, with respect to each Mortgage Loan (and the Hammond Square B Note but
not any Non-Serviced Mortgage Loan) and any successor REO Mortgage Loan or REO Serviced B Note.


 


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


 


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


 


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


 


“Trust Mortgage
File” means the mortgage documents listed in the definition of “Mortgage File” hereof pertaining to
a particular Mortgage Loan (and, if applicable, the related Serviced Companion Loan and the related Serviced B Note) and any additional
documents required to be added to the Mortgage File pursuant to this Agreement; provided that whenever


  






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the term “Trust
Mortgage File” is used to refer to documents actually received by the Custodian (on behalf of the Trustee), such terms shall
not be deemed to include such documents required to be included therein unless they are actually so received.




 


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


 


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


 


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


 


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


 


“Underwriter”
means each of Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, CIBC World Markets Corp., Drexel
Hamilton, LLC and SG Americas Securities, LLC, and, in each such case, its respective successor in interest.


 


“United States
Tax Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent provided
in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any state of
the United States or the District of Columbia, an estate whose income is subject to United States federal income tax regardless
of the source of its income, or a trust if a court within the United States is able to exercise primary supervision over the administration
of such trust, and one or more such United States Tax Persons have the authority to control all substantial decisions of such trust
(or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 that have elected
to be treated as United States Tax Persons). A person not described in the immediately preceding sentence shall nevertheless be
treated as a United States Tax Person if (i) in the hands of such person the income from a Class R Certificate is effectively connected
with the conduct of a trade or business within the United States and such person has furnished the transferor and the Certificate
Registrar with an effective IRS Form W-8ECI or other prescribed form or (ii) if in connection with the proposed transfer of a Class
R Certificate, the transferor provides an opinion of counsel to the Certificate Registrar to the effect that such transfer will
not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.


 


“University
West Apartments Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the initial
holders of the University


  






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West Apartments Mortgage Loan and the University West Apartments Serviced Companion Loan.


 


“University
West Apartments Loan Pair” means, collectively, the University West Apartments Mortgage Loan and the University West
Apartments Serviced Companion Loan.


 


“University
West Apartments Mortgage” means the Mortgage securing the University West Apartments Loan Pair.


 


“University
West Apartments Mortgage Loan” means the Mortgage Loan identified as “University West Apartments”
on the Mortgage Loan Schedule and that is pari passu in right of payment with the University West Apartments Serviced
Companion Loan to the extent set forth in the University West Apartments Intercreditor Agreement. The University West
Apartments Mortgage Loan is a “Mortgage Loan.”


 


“University
West Apartments Serviced Companion Loan” means the promissory note designated “Note A-2” that is not
included in the Trust and is pari passu in right of payment with the University West Apartments Mortgage Loan to the extent
set forth in the University West Apartments Intercreditor Agreement. The University West Apartments Serviced Companion Loan is
not a “Mortgage Loan.”


 


“Unliquidated
Advance” means any Advance previously made by a party hereto that has been previously reimbursed to that party by
the Trust as part of a Workout-Delayed Reimbursement Amount pursuant to subsection (iii) of Section 5.2(a)(II), but
that has not been recovered from the Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan or REO Property
in respect of which the Advance was made.


 


“Unpaid Interest”
means: (a) with respect to any REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest for any
Distribution Date subsequent to the initial Distribution Date, the portion of Distributable Interest for such REMIC I Regular Interest,
REMIC II Regular Interest or Class X REMIC III Regular Interest, as the case may be, remaining unpaid as the close of business
on the preceding Distribution Date; and (b) with respect to any Class of REMIC III Regular Certificates, the portion of Distributable
Certificate Interest for such Class remaining unpaid as of the close of business on the preceding Distribution Date. For avoidance
of doubt, “Unpaid Interest” shall not include any reductions in Distributable Certificate Interest in respect of the
Class B, Class C or Class D Certificates as a result of the allocation of Trust Advisor Expenses, except to the extent that there
are Actual Recoveries of Trust Advisor Expenses allocated to such Class pursuant to Section 6.11(c) in respect of such reductions
in Distributable Certificate Interest.


 


“Unpaid Principal
Balance” means, with respect to any Mortgage Loan, Serviced Companion Loan, Non-Serviced Companion Loan or B Note
(including a Mortgage Loan, Serviced Companion Loan, Non-Serviced Companion Loan or B Note that relates to an REO Property), as
of any date of determination, an amount equal to the Cut-Off Date Principal Balance of such Mortgage Loan, Serviced Companion Loan,
Non-Serviced Companion Loan or B Note (or, in the case of a Qualifying Substitute Mortgage Loan, the unpaid principal balance


 






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thereof
outstanding as of the date of substitution after taking into account all principal and interest payments made or due during or
prior to the month of substitution), reduced (to not less than zero) by (i) any payments or other collections of amounts allocable
to principal with respect to such Mortgage Loan, Serviced Companion Loan, Non-Serviced Companion Loan or B Note that have been
collected or received on or prior to such date of determination, other than any Scheduled Payments due subsequent to such date
of determination, and (ii) any Realized Principal Loss (or the equivalent) incurred in respect of such Mortgage Loan, Serviced
Companion Loan, Non-Serviced Companion Loan or B Note.


 


“U-Haul
Portfolio B Note” means, collectively, the promissory notes designated “Note A-3A” and “Note
A-3B” that are generally subordinate in right of payment to the U-Haul Portfolio Mortgage Loan and the U-Haul Portfolio
Non-Serviced Companion Loan to the extent provided in the U-Haul Portfolio Intercreditor Agreement. The U-Haul Portfolio B
Note is not a “Mortgage Loan” and is not included in the Trust.


 


“U-Haul Portfolio
Directing Holder” means the “Controlling Note Holder” or analogous term, if any, under the U-Haul Portfolio
Intercreditor Agreement.


 


“U-Haul Portfolio
Group 1 Note” means, collectively, the promissory notes designated “Note A-1A” and “Note A-1B”
that are pari passu to each other to the extent provided in the U-Haul Portfolio Intercreditor Agreement.


 


“U-Haul Portfolio
Group 2 Note” means, collectively, the promissory notes designated “Note A-2A” and “Note A-2B”
that are pari passu to each other to the extent provided in the U-Haul Portfolio Intercreditor Agreement.


 


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


 


“U-Haul Portfolio
Mortgage” means the Mortgage securing the U-Haul Portfolio Non-Serviced Loan Combination.


 


“U-Haul
Portfolio Mortgage Loan” means the Mortgage Loan evidenced by the promissory note designated “Note
A-1A” and identified as “U-Haul Portfolio” on the Mortgage Loan Schedule and that is (a) pari passu
in right of payment with the U-Haul Portfolio Non-Serviced Companion Loan to the extent set forth in the U-Haul Portfolio
Intercreditor Agreement and (b) together with the U-Haul Portfolio Non-Serviced Companion Loan, generally senior in right of
payment to the U-Haul Portfolio B Note to the extent set forth in the U-Haul Portfolio Intercreditor Agreement. The U-Haul
Portfolio Mortgage Loan is a “Mortgage Loan.”


 


“U-Haul Portfolio
Non-Serviced Companion Loan” means, collectively, the promissory notes designated “Note A-2A,” “Note
A-2B,” and “Note A-1B” that are not included in the Trust. “Note A-2A” and “Note A-2B”
are pari passu in right of payment with each other, and “Note A-1B” is pari passu in right of payment
with the U-Haul Portfolio Mortgage Loan, in each case to the extent set forth in the U-Haul Portfolio Intercreditor Agreement.
“Note A-1B,” “Note A-2A” and “Note A-2B” are, together with the U-Haul Portfolio Mortgage Loan,
generally senior in right of payment to the U-Haul Portfolio B Note to the extent set forth in the



  






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U-Haul Portfolio Intercreditor
Agreement. The U-Haul Portfolio Non-Serviced Companion Loan is not a “Mortgage Loan.”


 


“U-Haul Portfolio
Non-Serviced Loan Combination” means, collectively, the U-Haul Portfolio Mortgage Loan, the U-Haul Portfolio Non-Serviced
Companion Loan and the U-Haul Portfolio B Note.


 


“Voting
Rights” means the portion of the voting rights of all of the Certificates that is allocated to any Certificate
or Class of Certificates. At all times during the term of this Agreement, the percentage of the Voting Rights assigned to
each Class shall be: (a) in the case of the Class V, Class HMD and Class R Certificates, 0%; (b) in the case of any Class of
Class X Certificates, a percentage equal to the product of (i) 1%, multiplied by (ii) a fraction, the numerator of which is
the Notional Amount of such Class and the denominator of which is the aggregate of the Notional Amounts of all Classes of the
Class X Certificates; and (c) in the case of any Class of Principal Balance Certificates, a percentage equal to the product
of (i) 99% multiplied by (ii) a fraction, the numerator of which is equal to the Aggregate Certificate Balance of such Class
and the denominator of which is equal to the Aggregate Certificate Balance of all Classes of Principal Balance Certificates; provided
that, if the vote relates to the termination of the Special Servicer pursuant to Section 9.30 or the Trust Advisor
pursuant to Section 10.12, the allocation of Voting Rights among the respective Classes of Principal Balance
Certificates pursuant to clause (c) of this definition shall be based on the Aggregate Certificate Balance of each
Class of Principal Balance Certificates as notionally reduced by any Appraisal Reductions allocated to such Class. The Voting
Rights of any Class of Certificates shall be allocated among Holders of Certificates of such Class in proportion to their
respective Percentage Interests.


 


“Weighted
Average REMIC I Net Mortgage Rate” means, with respect to any Distribution Date, the weighted average of the REMIC
I Net Mortgage Rates for the REMIC I Regular Interests (other than the REMIC I Regular Interest relating to the Hammond Square
B Note), weighted on the basis of their respective REMIC I Principal Amounts as of the close of business on the preceding Distribution
Date.


 


“WHFIT”
means a “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22)
or successor provisions.


 


“WHFIT Regulations”
means Treasury Regulations section 1.671-5, as amended.


 


“WHMT”
means a “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor
provisions.


 


“Workout-Delayed
Reimbursement Amount” has the meaning set forth in subsection (II)(i) of Section 5.2(a).


 


“Workout
Fee” means a fee payable with respect to any Rehabilitated Mortgage Loan, equal to the lesser of (1) $1,000,000 in
the aggregate with respect to any particular workout of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) that is a Specially
Serviced Mortgage Loan and (2) the product of (x) 1.0% and (y) the amount of each collection of interest (other than default interest
and any Excess Interest) and principal received (including any Condemnation Proceeds or Insurance Proceeds received and applied
as a collection of such


  






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interest and
principal) on such Mortgage Loan (including, for this purpose, any related Serviced Companion Loan or Serviced B Note, as
applicable), for so long as it remains a Rehabilitated Mortgage Loan; provided, that the Workout Fee with respect to
any Rehabilitated Mortgage Loan shall be reduced by the amount of any Excess Modification Fees actually received by the
Special Servicer as additional servicing compensation (i) with respect to the related Mortgage Loan, Serviced Companion Loan
or Serviced B Note, as applicable, at any time within the prior eighteen (18) months in connection with each modification,
restructure, extension, waiver or amendment that constituted a modification of the related Mortgage Loan, Loan Pair or A/B
Whole Loan while the Mortgage Loan or the related Serviced Companion Loan or Serviced B Note, as applicable, was a Specially
Serviced Mortgage Loan and (ii) with respect to the related Mortgage Loan, Serviced Companion Loan or Serviced B Note, as
applicable, at any time within the prior nine (9) months in connection with each modification, restructure, extension, waiver
or amendment that constitutes a modification of the related Mortgage Loan, Loan Pair or A/B Whole Loan while the Mortgage
Loan or the related Serviced Companion Loan or Serviced B Note, as applicable, was a Non-Specially Serviced Mortgage Loan,
but, in each case, only to the extent those Excess Modification Fees have not previously been deducted from a Workout Fee or
Liquidation Fee. Notwithstanding the foregoing, if a Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced
Mortgage Loan only because of an event described in clause (i) of the definition of “Servicing Transfer Event” as
a result of a payment default on the related maturity date and the related collection of principal and interest is received
within three (3) months following the related maturity date as a result of the related Mortgage Loan or Serviced
Companion Loan being refinanced or otherwise repaid in full, the Special Servicer shall not be entitled to collect a Workout
Fee out of the proceeds received in connection with such workout if such fee would reduce the amount available for
distributions to Certificateholders, but the Special Servicer may collect from the related Mortgagor and retain (x) a workout
fee, (y) such other fees as are provided for in the related Mortgage Loan documents and (z) other appropriate fees in
connection with such workout.


 


Section 1.2      Calculations
Respecting Mortgage Loans.


 





(a)          Calculations
required to be made by the Certificate Administrator pursuant to this Agreement with respect to any Mortgage Loan, Serviced Companion
Loan or Serviced B Note shall be made based upon current information as to the terms of such Mortgage Loan, Serviced Companion
Loan and Serviced B Note and reports of payments received from the Master Servicer on such Mortgage Loan, Serviced Companion Loan
and Serviced B Note and payments to be made to the Certificate Administrator as supplied to the Certificate Administrator by the
Master Servicer. The Certificate Administrator shall not be required to recompute, verify or recalculate the information supplied
to it by the Master Servicer and may conclusively rely upon such information in making such calculations. If, however, a Responsible
Officer of the Certificate Administrator has actual knowledge of an error in the calculations, the Certificate Administrator shall
inform the Master Servicer of such error.


 


(b)          All
amounts collected by or on behalf of the Trust in respect of any Mortgage Loan (other than an REO Mortgage Loan) or the Hammond
Square B Note (other than an REO Serviced B Note related thereto) in the form of payments from the related Mortgagor, Liquidation
Proceeds, Condemnation Proceeds or Insurance Proceeds (exclusive, if applicable, in the case of an A/B Whole Loan or Loan Pair,
of any amounts payable to the holder of the related


  






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Serviced B Note
(other than the Hammond Square B Note) or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor
Agreement) shall be allocated to amounts due and owing thereunder (including for principal and accrued and unpaid interest)
in accordance with the express provisions of the related Mortgage Loan documents and Intercreditor Agreement; provided,
in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its
discretion and in any event for purposes of calculating distributions hereunder after an event of default under the related
Mortgage Loan or the Hammond Square B Note, as applicable, all such amounts collected (exclusive, if applicable, in the case
of an A/B Whole Loan or Loan Pair, of any amounts payable to the holder of the related Serviced B Note (other than the
Hammond Square B Note) or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor Agreement) shall be
deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan or the Hammond Square B Note, as
applicable, in the following order of priority:


 


(i)          as
a recovery of any unreimbursed Advances with respect thereto and unpaid interest on all Advances and, if applicable, unreimbursed
and unpaid Additional Trust Expenses with respect thereto;


 


(ii)        as
a recovery of Nonrecoverable Advances with respect thereto and any interest thereon to the extent previously reimbursed or paid,
as the case may be, from collections on other Mortgage Loans (including REO Mortgage Loans);


 


(iii)  
     to the extent not previously allocated pursuant to clause (i) above, as a recovery of
accrued and unpaid interest thereon (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A)
accrued and unpaid interest thereon at the related Mortgage Rate to, but not including, the date of receipt by or on behalf
of the Trust (or, in the case of a full monthly payment from the related Mortgagor, through the related Due Date), over (B)
the cumulative amount of the reductions (if any) in the amount of related P&I Advances therefor that have theretofore
occurred under this Agreement in connection with Appraisal Reductions (to the extent that collections have not been allocated
as a recovery of accrued and unpaid interest pursuant to clause (v) below on earlier dates);


 


(iv)        to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal thereof then due and owing,
including by reason of acceleration thereof following a default thereunder (or, if such Mortgage Loan or the Hammond Square B Note,
as applicable, has been liquidated, as a recovery of principal to the extent of its entire remaining Unpaid Principal Balance);


 


(v)         as
a recovery of accrued and unpaid interest thereon to the extent of the cumulative amount of the reductions (if any) in the amount
of related P&I Advances therefor that have theretofore occurred under this Agreement in connection with related Appraisal Reductions
(to the extent that collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause (v)
on earlier dates);


 


(vi)        as
a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items relating thereto;


  



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(vii)       as
a recovery of any other reserves to the extent then required to be held in escrow with respect thereto;


 


(viii)      as
a recovery of any Prepayment Premiums then due and owing thereunder;


 


(ix)        as
a recovery of any Default Interest or Late Fees then due and owing thereunder;


 


(x)          as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing thereunder;




 


(xi)        as
a recovery of any other amounts then due and owing thereunder other than remaining unpaid principal and other than, if applicable,
accrued and unpaid Excess Interest (provided that if both consent fees and Trust Advisor Consulting Fees are due and owing, first,
allocated to consent fees and then, allocated to Trust Advisor Consulting Fees);


 


(xii)       as
a recovery of any remaining principal thereof, to the extent of its entire remaining Unpaid Principal Balance; and


 


(xiii)      in
the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that, to the extent required
under the REMIC Provisions, payments or proceeds received with respect to any partial release of a Mortgaged Property if, immediately
following such release, the loan-to-value ratio of the related Mortgage Loan or the Hammond Square B Note, as applicable, exceeds
125% (based solely on the value of real property and excluding personal property and going concern value, if any), must be allocated
to reduce the principal balance of the Mortgage Loan or the Hammond Square B Note, as applicable, in the manner permitted by such
REMIC Provisions.


 


(c)          Collections
by or on behalf of the Trust in respect of the REO Property (and, with respect to REO Property related to the Hammond Square A/B
Whole Loan, to the extent allocable to the Hammond Square Mortgage Loan or Hammond Square B Note, as applicable) (exclusive of
amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property
and, if applicable, in the case of an A/B Whole Loan or a Loan Pair, exclusive of any amounts payable to the holder of the related
Serviced B Note (other than the Hammond Square B Note) or Serviced Companion Loan, as applicable, pursuant to the related Intercreditor
Agreement) shall be deemed allocated for purposes of collecting amounts due under the related REO Mortgage Loan or REO Serviced
B Note in the following order of priority:


 


(i)          as
a recovery of any unreimbursed Advances with respect thereto and unpaid interest on all Advances and, if applicable, unreimbursed
and unpaid Additional Trust Expenses with respect thereto;






 



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(ii)        as
a recovery of Nonrecoverable Advances with respect thereto and any interest thereon to the extent previously reimbursed or paid,
as the case may be, from collections on other Mortgage Loans (including REO Mortgage Loans);


 


(iii)       to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest thereon (exclusive
of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest thereon at the related
Mortgage Rate to, but not including, the Due Date in the Collection Period in which such collections were received, over (B) the
cumulative amount of the reductions (if any) in the amount of related P&I Advances therefor that have theretofore occurred
under this Agreement in connection with Appraisal Reductions (to the extent that collections have not been allocated as a recovery
of accrued and unpaid interest pursuant to clause (v) below or Section 1.2(b)(v) on earlier dates);



 


(iv)        to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal thereof to the extent of its
entire unpaid principal balance;


 


(v)         as
a recovery of accrued and unpaid interest thereon to the extent of the cumulative amount of the reductions (if any) in the amount
of related P&I Advances therefor that have theretofore occurred under this Agreement in connection with related Appraisal Reductions
(to the extent that collections have not theretofore been allocated as a recovery of accrued and unpaid interest pursuant to this
clause (v) or Section 1.2(b)(v) on earlier dates);


 


(vi)        as
a recovery of any Prepayment Premiums then due and owing thereunder;


 


(vii)       as
a recovery of any Default Interest or Late Fees then due and owing thereunder;


 


(viii)      as
a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing thereunder;


 


(ix)        as
a recovery of any other amounts then due and owing thereunder other than, if applicable, accrued and unpaid Excess Interest (provided
that if both consent fees and Trust Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Trust Advisor Consulting Fees); and


 


(x)          in
the case of an REO Mortgage Loan that is an ARD Mortgage Loan after the related Anticipated Repayment Date, any accrued but unpaid
Excess Interest.


 


(d)          The
applications of amounts received in respect of any Mortgage Loan or the Hammond Square B Note pursuant to subsection (b)
of this Section 1.2 shall be determined by the Master Servicer in accordance with the Servicing Standard. The applications
of amounts received in respect of any REO Mortgage Loan, REO Serviced B Note or any REO Property pursuant to subsection (c)
of this Section 1.2 shall be determined by the Special Servicer in accordance with the Servicing Standard.


  






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(e)          All
net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Hammond Square B Note
or a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”) shall be
made using the Calculation Rate.


 


Section 1.3     Calculations
Respecting Accrued Interest. Accrued interest on any Certificate shall be calculated on a 30/360 Basis. Pass-Through Rates
shall be carried out to eight (8) decimal places, rounded if necessary. All dollar amounts calculated hereunder shall be rounded
to the nearest penny.


 


Section 1.4      Interpretation.


 


(a)          Whenever
the Agreement refers to a Distribution Date and a “related” Collection Period, Determination Date, Distribution
Date Statement, Due Date, Interest Accrual Period, Master Servicer Remittance Date, Record Date, Report Date or Special
Servicer Remittance Date, such reference shall be to the Collection Period, Determination Date, Distribution Date Statement,
Due Date, Interest Accrual Period, Master Servicer Remittance Date, Record Date, Report Date or Special Servicer Remittance
Date, as applicable, immediately preceding (or, in the case of a period, most recently ended prior to) such Distribution
Date.


 


(b)           As
used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined
in Section 1.1 shall have the respective meanings given to them under generally accepted accounting principles or regulatory
accounting principles, as applicable.


 


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


 


(d)           Whenever
a term is defined herein, the definition ascribed to such term shall be equally applicable to both the singular and plural forms
of such term and to masculine, feminine and neuter genders of such term.


 


(e)           References
herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other subdivisions
without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement.


 


(f)            A
reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions.


 


(g)           The
terms “include”, includes” or “including” shall mean without limitation by reason of enumeration.


 


(h)           This
Agreement is the result of arm’s-length negotiations between the parties and has been reviewed by each party hereto and its
counsel. Each party agrees that any


  






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ambiguity in this Agreement shall not be interpreted against the party drafting the particular
clause which is in question.


 


Section 1.5     ARD
Loans. Notwithstanding any provision of this Agreement:


 


(a)           With
respect to any ARD Loans, the Excess Interest accruing as a result of the step-up in the Mortgage Rate upon failure of the related
Mortgagor to pay the principal due on the Anticipated Repayment Date as specifically provided for in the related Mortgage Note
shall not be taken into account for purposes of the definitions of “Appraisal Reduction,” “Assumed Scheduled
Payment,” “Mortgage Rate,” “Prepayment Premium,” “Prepayment Interest Shortfall,” “Prepayment
Interest Excess,” “Purchase Price” and “Realized Loss.”


 


(b)           Excess
Interest on the ARD Mortgage Loans shall constitute an asset of the Trust but not an asset of any REMIC Pool.




 


(c)           Neither
the Master Servicer nor the Special Servicer shall take any enforcement action with respect to the payment of Excess Interest on
any Mortgage Loan unless the taking of such action is consistent with the Servicing Standard and all other amounts due under such
Mortgage Loan have been paid, and, in the good faith and reasonable judgment of the Master Servicer and the Special Servicer, as
the case may be, the Liquidation Proceeds expected to be recovered in connection with such enforcement action will cover the anticipated
costs of such enforcement action and, if applicable, any associated interest thereon.


 


(d)           Neither
Liquidation Fees nor Workout Fees shall be deemed to be earned on Excess Interest, nor shall Excess Interest be included as part
of any servicing compensation.


 


(e)           With
respect to an ARD Mortgage Loan, after its Anticipated Repayment Date, the Master Servicer or the Special Servicer, as the case
may be, shall be permitted, in its discretion, to waive in accordance with and subject to Section 8.18 and Section 9.5
hereof, all or any accrued Excess Interest if, prior to the related Maturity Date, the related Mortgagor has requested the right
to prepay the Mortgage Loan in full together with all payments required by the Mortgage Loan in connection with such prepayment
except for all or a portion of accrued Excess Interest, provided that the Master Servicer’s or the Special Servicer’s
determination to waive the right to such accrued Excess Interest is in accordance with the Servicing Standard and with Section
8.18 and Section 9.5 hereof. The Master Servicer or the Special Servicer, as the case may be, will have no liability
to the Trust, the Certificateholders or any other person so long as such determination is based on such criteria.


 


(f)          With
respect to an ARD Mortgage Loan, the Master Servicer or Special Servicer, as the case may be, may (but, consistent with the Servicing
Standard, shall not be obligated to) take action to enforce the Trust’s right to apply excess cash flow to principal in accordance
with the terms of the Mortgage Loan documents.


 


Section 1.6     Certain
Matters with Respect to Loan Pairs, A/B Whole Loans and Non-Serviced Loan Combinations.


 


(a)           The
parties hereto acknowledge that, pursuant to the related Intercreditor Agreement, if a Serviced Pari Passu Mortgage Loan or A Note,
as applicable, is no longer part of


  






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the Trust or is no
longer serviced pursuant to the terms of this Agreement, the holder of such Serviced Pari Passu Mortgage Loan or A Note, as
applicable, shall negotiate one or more new servicing agreements with the Master Servicer (or, if applicable, a Surviving
Sub-Servicer) and the Special Servicer, provided that, prior to entering into any such new servicing agreement, the
new holder of such Serviced Pari Passu Mortgage Loan or A Note, as applicable, shall provide to the holder of the related
Serviced Companion Loan and/or Serviced B Note copies of written communications provided to each NRSRO then rating any
securitization relating to such Serviced Companion Loan and/or Serviced B Note notifying such NRSROs of such new servicing
agreement; provided, that prior to such time the Master Servicer (or, if applicable, a Surviving Sub-Servicer) and the
Special Servicer shall continue to service the related Loan Pair and/or A/B Whole Loan to the extent provided in the related
Intercreditor Agreement. The parties hereto further acknowledge that if a Serviced Pari Passu Mortgage Loan or A Note, as
applicable, is no longer part of the Trust or is no longer serviced pursuant to the terms of this Agreement, the Master
Servicer shall have no further obligation to make P&I Advances with respect to such Serviced Pari Passu Mortgage Loan or
A Note, as applicable.


 


(b)           For
the avoidance of doubt and subject to subsection (a) above, the parties acknowledge that the rights and duties of each of
the Master Servicer and the Special Servicer under Article VIII and Article IX and the obligation of the Master Servicer
to make Advances, insofar as such rights, duties and obligations relate to any A/B Whole Loan (including both the related A Note
and the related Serviced B Note) or Loan Pair, shall terminate upon the earliest to occur of the following with respect to such
A/B Whole Loan or Loan Pair, as the case may be: (i) any repurchase of or substitution for the related A Note or Serviced Pari
Passu Mortgage Loan (in the case of the Hammond Square Mortgage Loan, together with the Hammond Square B Note) by the applicable
Seller pursuant to Section 2.3; (ii) any purchase of the related A Note or Serviced Pari Passu Loan by the owner of the
related Serviced B Note or Serviced Companion Loan pursuant to the terms of the related Intercreditor Agreement; and (iii) any
payment in full of any and all amounts due (or deemed due) under the related A Note or Serviced Pari Passu Mortgage Loan (in the
case of the Hammond Square Mortgage Loan, together with the Hammond Square B Note) or any successor REO Mortgage Loan (or REO Serviced
B Note) including amounts to which the holder of such A Note or Serviced Pari Passu Mortgage Loan (or Hammond Square B Note) is
entitled under the related Intercreditor Agreement; provided, that this statement shall not limit (A) the duty of the Master
Servicer or the Special Servicer to deliver or make available the reports otherwise required of it hereunder with respect to the
Collection Period in which such event occurs or (B) the rights of the Master Servicer or the Special Servicer that may otherwise
accrue or arise in connection with the performance of its duties hereunder with respect to such A/B Whole Loan or Loan Pair prior
to the date on which such event occurs.


 


(c)           In
connection with any purchase described in clause (ii) of Section 1.6(b) or an event described in clause (iii)
of Section 1.6(b), the Custodian, the Master Servicer and the Special Servicer shall each tender to (in the case of a purchase
under such clause (ii)) the related purchaser (provided that the related purchaser shall have paid the full amount
of the applicable purchase price) or (in the case of such clause (iii)) to the holder of the related Serviced Companion
Loan or Serviced B Note (if then still outstanding), after delivery to them of a receipt executed by such purchaser or holder,
all portions of the Mortgage File and other documents pertaining to such Loan Pair or A/B Whole Loan, as applicable, possessed
by it, and each


  






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document that
constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to such
purchaser or holder (or the designee of such purchaser or holder) in the same manner, and pursuant to appropriate forms of
assignment, substantially similar to the manner and forms pursuant to which documents were previously assigned to the Trustee
by the related Seller, but in any event, without recourse, representation or warranty; provided that such tender by
such party shall be conditioned upon its receipt from the Master Servicer of a Request for Release. The Master Servicer
shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder any deposits
then held in an Escrow Account relating to the applicable A/B Whole Loan or Loan Pair. If a Serviced Pari Passu Mortgage
Loan, the related Serviced Companion Loan and any related Serviced B Note or an A Note and the related Serviced B Note are
then REO Loans, then the Special Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to
such purchaser or such holder, in each case, to the extent not needed to pay or reimburse the Master Servicer, the Special
Servicer, the Custodian, the Certificate Administrator or the Trustee in accordance with this Agreement, deposits then held
in the REO Account insofar as they relate to the related REO Property.


 


(d)           If
an expense under this Agreement relates, in the reasonable judgment of the Master Servicer, the Special Servicer, the Trustee,
the Custodian or the Certificate Administrator, as applicable, primarily to the administration of the Trust or any REMIC or grantor
trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions
or provisions relating to the grantor trust or the actual payment of any REMIC tax or expense or grantor trust tax or expense with
respect to any REMIC or grantor trust formed hereunder, then such expense shall not be allocated to, deducted or reimbursed from,
or otherwise charged against the holder of any Serviced Companion Loan or Serviced B Note (other than the Hammond Square B Note)
and such holder shall not suffer any adverse consequences as a result of the payment of such expense; provided, that any
such indemnification paid out of collections on, or other proceeds of, the Hammond Square Mortgage Loan and the Hammond Square
B Note shall be paid in the relative proportions provided for in the applicable Intercreditor Agreement.


 


(e)           With
respect to the University West Apartments Loan Pair, the parties hereto acknowledge and agree that the University West Apartments
Mortgage Loan is pari passu in right of payment with the University West Apartments Serviced Companion Loan to the extent
set forth in the University West Apartments Intercreditor Agreement. At no time shall any holder of the University West Apartments
Serviced Companion Loan be the Loan-Specific Directing Holder for the University West Apartments Loan Pair; provided, that,
the holder of the University West Apartments Serviced Companion Loan shall have certain limited non-binding consultation rights
(and the Master Servicer or the Special Servicer, as appropriate in light of the circumstances, shall use reasonable efforts to
consult with such holder to the extent such holder requests consultation) as and to the extent set forth in the University West
Apartments Intercreditor Agreement.


 


(f)            With
respect to the 535-545 Fifth Avenue Non-Serviced Loan Combination, the parties hereto acknowledge and agree that the 535-545 Fifth
Avenue Mortgage Loan is pari passu in right of payment with the 535-545 Fifth Avenue Non-Serviced Companion Loan to the
extent set forth in the 535-545 Fifth Avenue Intercreditor Agreement. The 535-545


  






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Fifth Avenue Directing Holder shall at all times
have consent rights and the right to direct the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage
Loan Special Servicer with respect to the administration of the 535-545 Fifth Avenue Non-Serviced Loan Combination as and to the
extent set forth in the 535-545 Fifth Avenue Intercreditor Agreement (to the extent of the rights of the “Controlling Note
Holder” thereunder) or the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement (to the extent of the rights
of the applicable “Loan-Specific Directing Holder” thereunder).


 


(g)            With
respect to the U-Haul Portfolio Non-Serviced Loan Combination, the parties hereto acknowledge and agree that (i) the U-Haul
Portfolio Group 1 Notes are generally pari passu in right of payment with the U-Haul Portfolio Group 2 Notes to the
extent set forth in the U-Haul Portfolio Intercreditor Agreement, and (ii) the U-Haul Portfolio B Note is generally
subordinate in right of payment to the U-Haul Portfolio Mortgage Loan and the U-Haul Portfolio Non-Serviced Companion Loan
(hence the U-Haul Portfolio Group 1 Note and the U-Haul Portfolio Group 2 Note) to the extent set forth in the U-Haul
Portfolio Intercreditor Agreement. At no time shall any party have consent rights or the right to direct the applicable
Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer with respect to the administration
of the U-Haul Portfolio Non-Serviced Loan Combination.


 


(h)           With
respect to the Herald Center Non-Serviced Loan Combination, the parties hereto acknowledge and agree that the Herald Center Mortgage
Loan is pari passu in right of payment with the Herald Center Non-Serviced Companion Loan to the extent set forth in the
Herald Center Intercreditor Agreement. The Herald Center Directing Holder shall at all times have consent rights and the right
to direct the applicable Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer with respect
to the administration of the Herald Center Non-Serviced Loan Combination as and to the extent set forth in the Herald Center Intercreditor
Agreement; provided, that, the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period) shall have certain limited non-binding consultation rights (and the applicable Non-Serviced Mortgage Loan
Master Servicer or Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances, shall be required
to consult with the Controlling Class Representative to the extent the Controlling Class Representative requests consultation in
accordance with the terms of the Herald Center Intercreditor Agreement) as and to the extent set forth in the Herald Center Intercreditor
Agreement.


 


(i)            With
respect to the Hammond Square A/B Whole Loan, the parties hereto acknowledge and agree that the Hammond Square B Note is generally
subordinate in right of payment to the Hammond Square Mortgage Loan to the extent set forth in the Hammond Square Intercreditor
Agreement. The Loan-Specific Directing Holder with respect to the Hammond Square A/B Whole Loan will be the holder of the Hammond
Square B Note so long as such B Note holder is the “Controlling Holder” under the Hammond Square Intercreditor Agreement;
provided, that if at any time such B Note is an asset of the Trust Fund, the rights of such B Note holder under the Hammond
Square Intercreditor Agreement shall be exercisable by the majority holder (or designee thereof) of the Class HMD Certificates;
provided, further, that the purchase option under the Hammond Square Intercreditor Agreement may only be exercised
by 100% of the Class HMD Certificateholders. The Loan-Specific Directing Holder with respect to the Hammond Square A/B Whole Loan
shall at all times have consent rights and the right to direct


  






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the Master Servicer and Special Servicer with respect to the administration
of the Hammond Square A/B Whole Loan as and to the extent set forth in the Hammond Square Intercreditor Agreement.


 


In addition, the
Loan-Specific Directing Holder with respect to the Hammond Square A/B Whole Loan shall be entitled under Section 20(c) of the
Hammond Square Intercreditor Agreement to avoid a “Control Appraisal Event” under the Hammond Square
Intercreditor Agreement by posting with the Master Servicer or Special Servicer, as applicable, cash collateral or an
unconditional and irrevocable standby letter of credit payable on sight demand (“threshold collateral reserve”)
in an amount which, when added to the appraised value of the Mortgaged Property as determined pursuant to this Agreement,
would cause the applicable “Control Appraisal Event” not to occur. For purposes of the REMIC Provisions, any such
threshold collateral reserve shall qualify as an “outside reserve fund,” shall not be an asset of any REMIC
described herein, and such Loan-Specific Directing Holder shall be the owner of such outside reserve fund.


 


(j)          Any
Other Depositor, Other Master Servicer, Other Special Servicer, Other Certificate Administrator, Other Trustee and Other Trust
Advisor (and any director, officer, employee or agent of any of the foregoing) (collectively, the “Other Indemnified Parties”)
shall be indemnified by the Trust against, and the Trust shall promptly reimburse such Other Indemnified Parties for, any claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with servicing and administration of the related Non-Serviced Mortgage Loan under the related Other Companion
Loan Pooling and Servicing Agreement, this Agreement or the related Intercreditor Agreement (or, with respect to the related Other
Trust Advisor, incurred in connection with the provision of services for such Non-Serviced Mortgage Loan) (but excluding any such
losses allocable to the related Non-Serviced Companion Loans) to the extent of its pro rata share of such indemnified items;
provided, that such indemnification will not extend to any losses, liabilities, costs or expenses: (i) specifically required
to be borne by such party, without right of reimbursement, pursuant to the terms of the related Other Companion Loan Pooling and
Servicing Agreement; (ii) incurred in connection with any legal action or claim against such party resulting from any breach of
a representation or warranty made by such person under the related Other Companion Loan Pooling and Servicing Agreement; or (iii)
incurred in connection with any legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence
in the performance of such person’s obligations and duties under the related Other Companion Loan Pooling and Servicing Agreement
or the related Intercreditor Agreement or resulting from negligent disregard of such obligations and duties.


 


(k)          Promptly
following the Closing Date, with respect to any Loan Pair or Non-Serviced Loan Combination, the Master Servicer shall deliver to
any holder of a related Serviced Companion Loan or (solely if a Non-Serviced Companion Loan is the “Lead Securitization Note”
(or similar term, in any case, as defined in the related Intercreditor Agreement)) a related Non-Serviced Companion Loan, as applicable
(or Other Master Servicer, Other Special Servicer and Other Trustee on its behalf), written notice of (i) the securitization of
the related Mortgage Loan stating that, as of the Closing Date, the Trustee is the holder of the applicable Mortgage Loan and (ii)
any change in the identity of the Master Servicer or other party hereto designated in accordance with Section 9.3(e) to
exercise the rights of the “Non-


   






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Directing Holder” or such other analogous term as may be set forth in the related Intercreditor
Agreement. Such notice shall be accompanied by the name and contact information of each of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer and the Controlling Class Representative, as well as a copy of this Agreement.


 


(l)          With respect to any Loan Pair, the Master Servicer and the Special Servicer shall provide each Other Master
Servicer and Other Special Servicer that is servicing or otherwise has duties with respect to a related Serviced Companion Loan
such information as is reasonably necessary to enable each such Other Master Servicer or Other Special Servicer to perform its
related servicing and other duties under the related Other Companion Loan Pooling and Servicing Agreement.




 


(m)          To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Loan Pair or a Non-Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto
shall comply with those provisions as if set forth herein in full.


 


Section 1.7      Rating
Agency Confirmations.


 


(a)          Notwithstanding
the terms of any related Mortgage Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents
or this Agreement requires a Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting
Party”) attempting to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating
Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted
to the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner
that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation,
then (i) such Requesting Party shall (without providing notice to the 17g-5 Information Provider) confirm that the applicable Rating
Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation
again and (ii) if there is no response to either such Rating Agency Confirmation request within five (5) Business Days of such
second request or such Rating Agency has responded in a manner that indicates it is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, (x) with respect to any such condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loans (other
than as set forth in clause (y) below), the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master
Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage
Loans and REO Loans), as applicable) shall determine, in accordance with its duties under this Agreement and, in the case of the
Master Servicer or the Special Servicer, in accordance with the Servicing Standard, whether or not such action would be in the
best interests of the Certificateholders and, in the case of an A/B Whole Loan or Loan Pair, Certificateholders and any holder
of any related Serviced B Note or Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced B Note
or Serviced Companion Loan holder constituted a single lender), and if the Requesting Party (or, if the Requesting Party is the
related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in


  






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the best interest
of such parties, then the requirement for a Rating Agency Confirmation will be deemed not to apply, and (y) with respect to a
replacement of the Master Servicer or Special Servicer, such condition shall be deemed to be satisfied (i) if Morningstar is
the non-responding Rating Agency, such replacement master servicer or special servicer is acting as master servicer or
special servicer, as applicable, in a commercial mortgage loan securitization that was rated by an NRSRO within the twelve
(12) month period prior to the date of determination and Morningstar has not qualified, downgraded or withdrawn the
then-current rating or ratings of one or more classes of such commercial mortgage-backed certificates citing servicing
concerns with the replacement master servicer or special servicer, as applicable, as the sole or material factor in such
rating action; (ii) if KBRA is the non-responding Rating Agency, the non-responding Rating Agency has not cited servicing
concerns of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the
ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in
any other CMBS transaction rated by KBRA and serviced by the applicable servicer prior to the time of determination, or (iii)
if Moody’s is the non-responding Rating Agency, (A) the applicable replacement master servicer or special servicer, as
applicable, confirms in writing that it was appointed to act as the master servicer or special servicer as applicable, on a
transaction level basis on the closing date of a commercial mortgage loan securitization with respect to which Moody’s
rated one or more classes of certificates and one or more of such classes of certificates are still outstanding and rated by
Moody’s and (B) Moody’s has not cited servicing concerns of the applicable replacement as the sole or material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in
contemplation of a ratings downgrade or withdrawal) of securities rated by Moody’s in any other commercial
mortgage-backed securities transaction serviced by the applicable servicer prior to the time of determination.


 


Promptly following
the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 1.7(a)
following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or Special Servicer,
as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular
item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website
in accordance with Section 5.7 of this Agreement.


 


(b)          Notwithstanding
anything to the contrary in this Section 1.7, for purposes of the provisions of any Mortgage Loan document relating to defeasance
(including without limitation the type of collateral acceptable for use as defeasance collateral), release or substitution of any
collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents with respect to which the Master Servicer
or Special Servicer would have been required to make the determination described in Section 1.7(a) shall be deemed not to
apply regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related Mortgagor, the Master
Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage
Loans and REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer,
as applicable) shall in any event review the other conditions required under the related Mortgage Loan documents with respect to
such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard that such conditions
(other than the requirement for a Rating Agency Confirmation) have been satisfied.


  






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(c)          For
all other matters or actions not specifically discussed in Section 1.7(a) above, the applicable Requesting Party shall deliver
a Rating Agency Confirmation from each Rating Agency.


 


(d)          Unless
otherwise indicated herein, all notices and Rating Agency Communications and requests for Rating Agency Confirmations to the Rating
Agencies shall be in writing and sent by first class mail, telecopy, electronic mail or overnight courier, as follows:


 


If to Moody’s, to:



Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Fax: (212) 553-0300

Attention: Commercial Mortgage Surveillance Group

Email: CMBSSurveillance@moodys.com


 


If to KBRA, to:



Kroll Bond Rating Agency, Inc.

845 Third Avenue

New York, New York 10022

Attention: CMBS Surveillance

E-mail: CMBSSurveillance@krollbondratings.com


 


If to Morningstar, to:



Morningstar Credit Ratings, LLC

220 Gibraltar Road, Suite 300

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

E-mail: cmbsratings@morningstar.com


 


or at such other address as shall be provided
in writing to the Depositor by such Rating Agency, which other address the Depositor shall promptly provide to the other parties
hereto.


 


(e)          The
delivery of any notice, document, information or communication to a Rating Agency shall be subject to Section 5.7. Any Rating
Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, the Custodian or Trustee,
as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature
of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such
request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider,
and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with
Section 5.7.


 






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ARTICLE
II

DECLARATION OF TRUST;

ISSUANCES OF CERTIFICATES


 


Section 2.1     Conveyance
of Mortgage Loans.


 


(a)           Effective
as of the Closing Date, the Depositor does hereby establish a trust designated as “Morgan Stanley Bank of America Merrill
Lynch Trust 2015-C27” and assign in trust to the Trustee, without recourse, for the benefit of the Certificateholders all
the right, title and interest of the Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule
and the Hammond Square B Note, including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other
insurance policies, including all Qualifying Substitute Mortgage Loans, all distributions with respect thereto payable after the
Cut-Off Date, the Mortgage File and all rights, if any, of the Depositor in the Distribution Account, all REO Accounts, the Collection
Account and the Reserve Accounts, (ii) the Depositor’s rights under each Mortgage Loan Purchase Agreement that are permitted
to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor’s rights
under any Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan
Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, (v) the Herald Center REMIC II Regular Interest
A-3 and (vi) all other assets included or to be included in REMIC I or the Grantor Trust. Such assignment includes all interest
and principal received or receivable on or with respect to the Mortgage Loans the Hammond Square B Note and due after their respective
Due Dates in November 2015. The transfer of the Mortgage Loans and the Hammond Square B Note and the related rights and property
accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the
Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates
from and after November 1, 2015. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to
service such Mortgage Loans are subject to the terms and conditions of the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of
this Agreement, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor
Agreement and, with respect to each Serviced Pari Passu Mortgage Loan and Serviced Companion Loan, the related Intercreditor Agreement.
The transfer and assignment of any A Notes, any Serviced Pari Passu Mortgage Loans and the Hammond Square B Note to the Trustee
and the right to service such Mortgage Loans and the Hammond Square B Note are subject to the terms of the related Intercreditor
Agreements, and the Trustee, by the execution and delivery of this Agreement, hereby agrees, that such Mortgage Loans and the Hammond
Square B Note remain subject to the terms of the related Intercreditor Agreements (or with respect to a Joint Mortgage Loan treated
as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).


 


(b)      
    In connection with the Depositor’s assignment pursuant to Section 2.1(a) above, the
Depositor shall direct, and hereby represents and warrants that it has directed, each Seller pursuant to the applicable
Mortgage Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered to and deposited with the Custodian
(on behalf of the Trustee), on


 






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or before the Closing Date, the Mortgage Note for each Mortgage Loan and the Hammond Square B
Note so assigned, endorsed to the Trustee as specified in clause (i) of the definition of “Mortgage File.”
Each Seller is required, pursuant to the applicable Mortgage Loan Purchase Agreement, to deliver to the Custodian (on behalf
of the Trustee) the remaining documents constituting the Mortgage File for each Mortgage Loan and the Hammond Square B Note
within the time period set forth therein. None of the Trustee, the Certificate Administrator, any Custodian, the Master
Servicer or the Special Servicer shall be liable for any failure by any Seller or the Depositor to comply with the document
delivery requirements of the Mortgage Loan Purchase Agreements and this Section 2.1(b). Promptly upon receipt (but no
later than ten (10) Business Days after the Closing Date), the Custodian shall deliver to the Master Servicer each original
letter of credit set forth on Schedule XVI hereto, and the Master Servicer shall hold such original letters of credit
on behalf of the Trustee pursuant to and in accordance with clause (xii) of the definition of
“Mortgage File”. Notwithstanding anything to the contrary contained herein, with respect to a Joint Mortgage
Loan, the obligations of each of the applicable Sellers to deliver a Mortgage Note to the Custodian (on behalf of the
Trustee), shall be limited to delivery of only the Mortgage Note held by such party to the Custodian (on behalf of the
Trustee). With respect to a Joint Mortgage Loan, the obligations of the applicable Sellers to deliver the remaining portion
of the related Mortgage File or any document required to be delivered with respect thereto shall be joint and several, provided
that either of the applicable Sellers may deliver one Mortgage File or one of any other document required to be delivered
with respect to such Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for each of the
applicable Sellers.


 


(c)           The
applicable Seller has agreed in the applicable Mortgage Loan Purchase Agreement, at the expense of such Seller as to each of its
respective Mortgage Loans (and, with respect to MSMCH, the Hammond Square B Note) (other than with respect to any Non-Serviced
Mortgage Loan), (i) in the case of clauses (iv) and (vi)(B) of the definition of “Mortgage File” within
forty-five (45) days following the Closing Date and (ii) in the case of clause (ix)(B) of the definition of “Mortgage
File” within ninety (90) days following the Closing Date, to deliver for submission for recording or filing by the Depositor,
the Custodian (on behalf of the Trustee) or the agents of either, as the case may be, in the appropriate public office for real
property records or UCC financing statements, as appropriate, each assignment referred to in clauses (iv), (vi)(B)
and (ix)(B) of the definition of “Mortgage File.” Each such assignment shall reflect that it should be returned
by the public recording office to the Custodian (on behalf of the Trustee) following recording or filing; provided that
in those instances where the public recording office retains the original Assignment of Mortgage, assignment of Assignment of Leases
or assignment of UCC financing statements, the applicable Seller shall obtain therefrom a certified copy of the recorded original
and forward such copy to the Custodian (on behalf of the Trustee) and the Special Servicer. If any such document or instrument
is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the applicable Seller shall, pursuant
to the applicable Mortgage Loan Purchase Agreement, promptly prepare or cause to be prepared a substitute therefor or cure such
defect, as the case may be, and thereafter the applicable Seller shall, at its own expense (except in the case of a document or
instrument that is lost by the Custodian), upon receipt thereof cause the same to be duly recorded or filed, as appropriate.


 






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The parties acknowledge the obligation
of each Seller pursuant to Section 2 of the related Mortgage Loan Purchase Agreement to deliver to or on behalf of the Trustee,
on or before the fifth (5th) Business Day after the Closing Date, five (5) limited powers of attorney substantially
in the form attached as Exhibit 4 to the Mortgage Loan Purchase Agreement in favor of the Custodian (on behalf of the Trustee)
and the Special Servicer to empower the Custodian (on behalf of the Trustee) and, in the event of the failure or incapacity of
the Custodian (on behalf of the Trustee), the Special Servicer, to submit, or to cause the Custodian to submit for recording, at
the expense of the applicable Seller, any mortgage loan documents required to be recorded as set forth in the preceding paragraph
and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage Files (so long
as original counterparts have previously been delivered to or on behalf of the Trustee). The Sellers agree to reasonably cooperate
with the Custodian, the Trustee and the Special Servicer in connection with any additional powers of attorney or revisions thereto
that are requested by such parties for purposes of such recordation. The Trustee and each other party hereto agrees that no such
power of attorney shall be used with respect to any Mortgage Loan or the Hammond Square B Note by or under authorization by any
party hereto except to the extent that the absence of a document described in the second (2nd) preceding sentence with
respect to such Mortgage Loan or the Hammond Square B Note, as applicable, remains unremedied as of the earlier of (i) the date
that is 180 days following the delivery of notice of such absence to the related Seller, but in no event earlier than 18 months
from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan or the Hammond Square B Note, as applicable, becomes
a Specially Serviced Mortgage Loan. The Custodian shall submit such documents for recording, at the related Seller’s expense,
after the periods set forth above; provided, the Custodian shall not submit such assignments for recording if the applicable
Seller produces evidence that it has sent any such assignment for recording and certifies that it is awaiting its return from the
applicable recording office. Each of the Sellers has engaged a separate third party agent other than the Custodian or the Trustee
to perform the recording obligations described in this Section 2.1(c).


 


(d)          All
relevant servicing or loan documents and records in the possession of the Depositor or the Sellers that relate to the Mortgage
Loans, Serviced Companion Loans or Serviced B Notes and that are not required to be a part of a Mortgage File in accordance with
the definition thereof shall be delivered to the Master Servicer, on or before the date that is forty-five (45) days following
the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders.
To the extent delivered to the Master Servicer by the related Seller, the Servicer Mortgage File shall include, to the extent required
to be (and actually) delivered to the applicable Seller pursuant to the applicable Mortgage Loan documents, copies of each item
set forth in the definition of “Servicer Mortgage File” in this Agreement. Notwithstanding the foregoing, no Seller
shall be required to deliver any draft documents, or any attorney-client communications that are privileged communications or constitute
legal or other due diligence analyses or attorney work product, or internal communications of the Seller or its affiliates among
themselves or with their respective attorneys, or credit underwriting or other analyses or data (and, if received, shall be returned
and any copies thereof destroyed). Delivery of any of the foregoing documents to a sub-servicer shall be deemed delivery to the
Master Servicer and satisfy the Depositor’s obligations under this Section 2.1(d). Neither the Master Servicer nor
the Special Servicer shall have any liability for the absence of any of the foregoing items from the Servicer Mortgage File if
such item was not delivered by the related Seller.


 






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Schedule XVIII
attached hereto lists the Mortgaged Properties that, as of the Closing Date, are hospitality properties and that are subject to
a franchise, management or similar agreement with a related comfort letter in favor of the respective 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 Mortgage Loans secured by such Mortgaged Properties are referred
to herein as the “Franchise Mortgage Loans.” Each Mortgage Loan Purchase Agreement requires that the related
Seller (solely in respect of the Franchise Mortgage Loans it is selling to the Depositor) or its designee shall, within 30 days
of the Closing Date (or any shorter period if required by the applicable comfort letter) and with a copy to the Master Servicer,
notify the related franchisor in writing that such Franchise Mortgage Loan has been transferred to the Trust and request a replacement
comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter). The Master
Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if
necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter).


 


(e)           In
connection with the Depositor’s assignment pursuant to Section 2.1(a) above, the Depositor shall deliver to the Trustee
on or before the Closing Date a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, as in full force
and effect on the Closing Date, which Mortgage Loan Purchase Agreements shall contain the representations and warranties (and the
exceptions thereto) made by the Sellers with respect to each related Mortgage Loan as of the Closing Date.


 


(f)            In
connection herewith, the Depositor has acquired the MSMCH Loans and the Hammond Square B Note from MSMCH, the BANA Loans from BANA,
the CIBC Loans from CIBC and the SMF III Loans from SMF III. The Depositor shall deliver or cause to be delivered the original
Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as set forth in the definition of “Mortgage
File”) relating to the Mortgage Loans and the Hammond Square B Note to the Custodian (on behalf of the Trustee), endorsed
as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages
and other loan documents. To avoid the unnecessary expense and administrative inconvenience associated with the execution and recording
or filing of multiple assignment documents, BANA, MSMCH, CIBC and SMF III, as applicable, are required under the Mortgage Loan
Purchase Agreements to deliver Assignments of Mortgages, and assignments of Assignments of Leases and assignments of UCC financing
statements naming the Trustee, on behalf of the Certificateholders, as assignee. Notwithstanding the fact that such Assignments
of Mortgages, assignments of Assignments of Leases (to the extent separate from the Assignments of Mortgages) and assignments of
UCC financing statements shall name the Trustee, on behalf of the Certificateholders, as the assignee, the parties hereto acknowledge
and agree that for all purposes the MSMCH Loans and the Hammond Square B Note shall be deemed to have been transferred from MSMCH
to the Depositor, the BANA Loans shall be deemed to have been transferred from BANA to the Depositor, the CIBC Loans shall be deemed
to have been transferred from CIBC to the Depositor, and the SMF III Loans shall be deemed to have been transferred from SMF III
to the Depositor, and all Mortgage Loans and the Hammond Square B Note shall be deemed to have been transferred from the Depositor
to the Trustee on behalf of the Certificateholders.


 






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Section 2.2      Acceptance
by Trustee.   The Custodian (on behalf of the Trustee) hereby acknowledges receipt of a Trust Mortgage File for each
Mortgage Loan and the Hammond Square B Note and confirms that, with respect to each Mortgage Loan and the Hammond Square B Note,
all documents listed in clauses (i), (ii), (vii), (viii), (x) and (xii) of the definition
of “Mortgage File” are in its possession; provided, that, with respect to the U-Haul Portfolio Mortgage Loan,
the Custodian (on behalf of the Trustee) shall have 10 Business Days following the Closing Date to confirm receipt of the documents
listed in clauses (ii) and (viii) of the definition of Mortgage File. Within ten (10) days of the Closing Date, the
Custodian shall provide a copy of all documents listed in clauses (i), (ii), (vii), (viii), (x)
and (xii) of the definition of “Mortgage File” to the Master Servicer. The Custodian will hold (i) the
documents constituting a part of the Mortgage Files delivered to it or the Custodian on its behalf, (ii) the Herald Center REMIC
II Regular Interest A-3, (iii) the REMIC I Regular Interests and (iv) the REMIC II Regular Interests, in each
case on behalf of the Trustee in trust for the use and benefit of all present and future Certificateholders. To the extent that
the contents of the Mortgage File for any A Note relate to a corresponding Serviced B Note, the Custodian (on the Trustee’s
behalf), will also hold such Mortgage File in trust for the benefit of the holder of each related Serviced B Note; provided,
that if a Serviced B Note remains outstanding following payment in full of the amounts due under the related A Notes, the
Mortgage Loan documents relating to such A/B Whole Loan (exclusive of any such documents related solely to the A Notes) shall
be assigned to the holder of the Serviced B Note or its designee at the expense of the holder of the Serviced B Note and delivered
to such Serviced B Note holder. To the extent that the contents of the Mortgage File for any Serviced Pari Passu Mortgage Loan
relate to the corresponding Serviced Companion Loan or any corresponding Serviced B Note, the Trustee, or the Custodian, on the
Trustee’s behalf, will also hold such Mortgage File in trust for the benefit of the holder of the related Serviced Companion
Loan or Serviced B Note, as applicable.


 





On the Closing Date in
respect of the Initial Certification, and within seventy-five (75) days after the Closing Date in respect of the Final Certification,
the Custodian (on the Trustee’s behalf) shall examine the Mortgage Files in its possession, and shall deliver to the Depositor,
the Sellers, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Certificate Administrator, the 17g-5
Information Provider, the Controlling Class Representative and, upon request, the holder of any Serviced Companion Loan a certification
(the “Initial Certification” and the “Final Certification”, respectively, in the respective
forms set forth as Exhibit B-1 and Exhibit B-2 hereto), which (together with any related exceptions) shall be in
electronic format (including Excel-compatible format) (i) in the case of the Initial Certification, as to each Mortgage Loan listed
in the Mortgage Loan Schedule and the Hammond Square B Note, except as may be specified in the schedule of exceptions attached
thereto, to the effect that: (A) all documents listed in clauses (i), (ii), (vii), (viii), (x)
and (xii) of the definition of “Mortgage File” are in its possession, (B) such documents have been reviewed
by it and have not been materially mutilated, damaged, defaced, torn or otherwise physically altered, and such documents relate
to such Mortgage Loan or the Hammond Square B Note, and (C) each Mortgage Note has been endorsed as provided in clause (i)
of the definition of “Mortgage File”, and (ii) in the case of the Final Certification, as to each Mortgage Loan listed
in the Mortgage Loan Schedule and the Hammond Square B Note, except as may be specified in the schedule of exceptions attached
thereto, to the effect that: (A) all documents listed in clauses (i), (ii), (iv), (v), (vi),
(vii), (viii), (x) and (xii) of the definition of “Mortgage File” required to be included
in


 






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the Mortgage File (to
the extent required to be delivered pursuant to this Agreement), and with respect to all documents specified in the other clauses
of the definition of “Mortgage File” to the extent known by a Responsible Officer of the Custodian (on the Trustee’s
behalf) to be required pursuant to this Agreement, are in its possession, (B) such documents have been reviewed by it and have
not been materially mutilated, damaged, defaced, torn or otherwise physically altered, and such documents relate to such Mortgage
Loan or the Hammond Square B Note, as applicable, (C) based on its examination and only as to the Mortgage Note and Mortgage,
the street address (excluding zip code) of the Mortgaged Property set forth in the Mortgage Loan Schedule respecting such Mortgage
Loan or the Hammond Square B Note, as applicable, accurately reflects the information contained in the documents in the Mortgage
File, and (D) each Mortgage Note has been endorsed. Notwithstanding the foregoing, the delivery of a commitment to issue a Title
Insurance Policy in lieu of the delivery of the actual Title Insurance Policy shall not be considered a Material Document Defect
with respect to any Mortgage File if such actual Title Insurance Policy is delivered to the Custodian (on the Trustee’s
behalf) not later than the 180th day following the Closing Date.


 


Within 360 days after
the Cut-Off Date, the Custodian (on the Trustee’s behalf) shall provide a confirmation of receipt of recorded assignments
of Mortgage (as set forth in the definition of “Mortgage File,” with evidence of recording thereon) or otherwise provide
evidence of such recordation to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the 17g-5
Information Provider (who shall promptly post such confirmation to the 17g-5 Information Provider’s Website pursuant to Section
5.7), the Controlling Class Representative and each Seller. The Custodian (on behalf of the Trustee) shall use reasonable efforts
to submit for recording any unrecorded assignments of Mortgage that have been delivered to it (including effecting such recordation
process through or cooperating with the applicable Seller), such recordation to be at the expense of the applicable Seller; provided,
that the Custodian (on the Trustee’s behalf) shall not submit for recording any such assignments if the applicable Seller
produces evidence that it has sent any such assignment for recording and is awaiting its return from the applicable recording office.
In giving the certifications required above, neither the Trustee nor the Custodian (on the Trustee’s behalf) shall be under
any obligation or duty to inspect, review or examine any such documents, instruments, securities or other papers to determine whether
they or the signatures thereon are valid, legal, genuine, enforceable, in recordable form or appropriate for their represented
purposes, or that they are other than what they purport to be on their face, or to determine whether any Mortgage File should include
any assumption agreement, modification agreement, consolidation agreement, extension agreement, Assignment of Lease, ground lease,
UCC financing statement, guaranty, written assurance, substitution agreement, lock box agreement, intercreditor agreement, management
agreement or letter of credit.


 


If any exceptions are
noted on a schedule of exceptions attached to the Final Certification, including exceptions resulting from the fact that the recordation
and/or filing has not been completed (based solely on the absence of receipt by the Custodian (on the Trustee’s behalf) of
the particular documents showing evidence of the recordation and/or filing), then the Custodian (on the Trustee’s behalf)
shall continuously update such schedule of exceptions to reflect receipt of any corrected documents, additional documents or instruments
or evidences of recordation and/or filing, as to each Mortgage Loan and the Hammond Square B Note, until the earliest of the following
dates: (i) the date on which all such exceptions are eliminated (any such


  






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elimination
resulting from the fact that recordation and/or filing has been completed shall be based solely on receipt by the Custodian
(on the Trustee’s behalf) of the particular documents showing evidence of the recordation and/or filing), (ii) the date
on which all the affected Mortgage Loans (and the Hammond Square B Note, if affected) are removed from the Trust and (iii)
the second (2nd) anniversary of the Closing Date, and shall provide such updated schedule of exceptions (which
shall be in electronic format, including Excel-compatible format) to each of the Trustee, the Depositor, each Seller (as to
its respective Mortgage Loans only and, with respect to MSMCH, as to the Hammond Square B Note), the Master Servicer, the
Special Servicer, the Trust Advisor, the Certificate Administrator, the 17g-5 Information Provider (who shall post such
updated schedule of exceptions on the 17g-5 Information Provider’s Website pursuant to Section 5.7), the
Controlling Class Representative and the holders of any Serviced Companion Loan or Serviced B Note on or about the date that
is 180 days after the Closing Date and then again every ninety (90) days thereafter (until the earliest date specified
above). Upon request, the Master Servicer shall provide to the Trustee and to the Custodian the names and addresses of each
holder of a Serviced Companion Loan or Serviced B Note of which the Master Servicer has received notice in accordance with
this Agreement and/or the related Intercreditor Agreement.


 


The Custodian or its
authorized agents shall retain possession and custody of each Trust Mortgage File in accordance with and subject to the terms and
conditions set forth herein.


 


The Custodian shall hold
that portion of the Trust Fund delivered to the Custodian consisting of “instruments” (as such term is defined in Section
9-102 of the Uniform Commercial Code as in effect in Minnesota on the date hereof) in Minnesota and, except as otherwise specifically
provided in this Agreement, shall not remove such instruments from Minnesota unless it receives an Opinion of Counsel (obtained
and delivered at the expense of the Person requesting the removal of such instruments from Minnesota) that if the transfer of the
Mortgage Loans to the Trustee is deemed not to be a sale, after such removal, the Trustee will possess a first priority perfected
security interest in such instruments.


 


The Custodian shall not
be an agent of the Trustee, and the Trustee shall have no liability for any action or omission of the Custodian hereunder.


 


Section 2.3     Sellers’
Repurchase of Mortgage Loans for Material Document Defects and Material Breaches of Representations and Warranties.


  


(a)           If
any party hereto discovers that any document or documents constituting a part of a Mortgage File has not been delivered as and
when required, has not been properly executed, or is defective on its face or discovers or receives notice of a breach of any of
the representations and warranties relating to the Mortgage Loans and the Hammond Square B Note required to be made by a Seller
regarding the characteristics of the Mortgage Loans, the Hammond Square B Note and/or the related Mortgaged Properties as set forth
in Exhibit 2 of the related Mortgage Loan Purchase Agreements, and the defect or breach, as the case may be, (i) materially and
adversely affects the interests of the holders of the Certificates in the related Mortgage Loan or the Hammond Square B Note, as
applicable, (ii) materially and adversely affects the value of the related Mortgage Loan or the Hammond Square B Note, as applicable,
or (iii) causes the related Mortgage Loan or the Hammond Square B Note, as applicable, to fail to


  






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be a
“qualified mortgage” as defined in section 860G(a)(3) of the Code (any such defect described in the preceding clause
(i), (ii) or (iii), a “Material Document Defect”, and such a breach described in the
preceding clause (i), (ii) or (iii), a “Material Breach”), then the party determining
that such Material Document Defect or Material Breach exists shall give prompt written notice to the Depositor, the other
parties hereto, the related Seller and the 17g-5 Information Provider subject to the terms of the applicable Mortgage Loan
Purchase Agreement. Promptly (but in any event within three (3) Business Days) upon determining (or becoming aware of another
party’s determination) that any such Material Document Defect or Material Breach exists (which determination shall,
absent evidence to the contrary, be presumed to be no earlier than three (3) Business Days prior to the delivery of the
notice referred to below), the Master Servicer (with respect to Non-Specially Serviced Mortgage Loans or the Hammond Square B
Note if it is not a Specially Serviced Mortgage Loan) or the Special Servicer (with respect to any Specially Serviced
Mortgage Loan or the Hammond Square B Note if it is a Specially Serviced Mortgage Loan, as applicable), as applicable, shall
(and the Special Servicer (with respect to any Mortgage Loan or the Hammond Square B Note, as applicable) may) request that
the related Seller, not later than ninety (90) days from such Seller’s receipt of the notice of such Material Document
Defect or Material Breach, cure such Material Document Defect or Material Breach, as the case may be, in all material
respects; provided, that if such Material Document Defect or Material Breach, as the case may be, cannot be corrected
or cured in all material respects within such 90-day period, and such Material Document Defect or Material Breach would not
cause the Mortgage Loan (or the Hammond Square B Note, as applicable) to be other than a “qualified mortgage” (as
defined in the Code) but the related Seller is diligently attempting to effect such correction or cure, as certified by
such Seller in an Officer’s Certificate delivered to the Trustee and the Custodian, then the cure period will be
extended for an additional ninety (90) days unless, solely in the case of a Material Document Defect, (x) the Mortgage Loan
or the Hammond Square B Note, as applicable, is then a Specially Serviced Mortgage Loan and a Servicing Transfer Event has
occurred as a result of a monetary default or as set forth in clause (ii) or clause (v) of the definition of
“Servicing Transfer Event” and (y) the Material Document Defect was identified in a certification delivered to
the Seller by the Custodian (on behalf of the Trustee) pursuant to Section 2.2 not less than ninety (90) days prior to
the receipt by the applicable Seller of the notice of such Material Document Defect. The parties acknowledge that neither
delivery of a certification or schedule of exceptions to a Seller pursuant to Section 2.2 or otherwise nor possession
of such certification or schedule by the Seller shall, in and of itself, constitute delivery of notice of any Material
Document Defect or knowledge or awareness by the Seller or any party hereto of any Material Document Defect listed
therein.


 


If any Material Document
Defect or Material Breach that exists cannot be corrected or cured in all material respects within the above cure periods, the
related Seller (and any related Seller Guarantor) is obligated under the related Mortgage Loan Purchase Agreement, not later than
the last day of such permitted cure period, subject to Section 5.12 of each Mortgage Loan Purchase Agreement, to (i) repurchase
the affected Mortgage Loan or the Hammond Square B Note, as applicable (or, with respect to any Joint Mortgage Loan, the related
Seller’s pro rata share based on such Seller’s percentage interest as of the date of the applicable Mortgage
Loan Purchase Agreement in such Joint
Mortgage Loan) or REO Mortgage Loan (or, with respect to any Joint Mortgage Loan, the related Seller’s pro rata
share based on such Seller’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement 


  






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in such Joint Mortgage
Loan) from the Trust at the applicable Purchase Price in accordance with the related Mortgage Loan Purchase Agreement, or (ii)
if within the three-month period commencing on the Closing Date (or prior to the second anniversary of the Closing Date if the
affected Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and
Treasury Regulations Section 1.860G-2(f)), at the related Seller’s option, without recourse (other than the representations
and warranties made with respect thereto), replace such Mortgage Loan (or, with respect to any Joint Mortgage Loan, the related
Seller’s pro rata share based on such Seller’s percentage interest as of the date of the applicable Mortgage
Loan Purchase Agreement in such Joint Mortgage Loan) or any successor REO Mortgage Loan (or, with respect to any Joint Mortgage
Loan, the related Seller’s pro rata share based on such Seller’s percentage interest as of the date of the
applicable Mortgage Loan Purchase Agreement in such Joint Mortgage Loan) to which such defect or breach relates with a Qualifying
Substitute Mortgage Loan and pay a substitution shortfall amount equal to the excess, if any, of the applicable Purchase Price
for the Mortgage Loan or REO Mortgage Loan to be replaced, over the Stated Principal Balance of the Qualifying Substitute Mortgage
Loan. No such substitution shall be permitted with respect to the Hammond Square B Note if a Material Document Defect or Material
Breach exists with respect to the Hammond Square B Note. If such Material Document Defect or Material Breach would cause the Mortgage
Loan or the Hammond Square B Note, as applicable, to be other than a “qualified mortgage” (as defined in the Code),
then notwithstanding the previous sentence or the previous paragraph, the cure, repurchase or substitution must occur within eighty-five
(85) days from the date the related Seller was notified of the defect or breach; provided, that in any event any such cure,
repurchase or substitution must occur no later than eighty-five (85) days from the date of determination of the existence of a
Material Document Defect or Material Breach as determined in this Section 2.3(a). Notwithstanding any of the foregoing to the
contrary, as a result of any such repurchase by the applicable Seller, the Hammond Square Mortgage Loan may remain an asset of
the Trust and the Hammond Square B Note may be held by a third party (or vice versa). In either case, the promissory notes comprising
the Hammond Square A/B Whole Loan shall remain subject to the terms of the related Intercreditor Agreement.


 


As to any Qualifying
Substitute Mortgage Loan or Loans, the Master Servicer shall not execute any instrument effecting the substitution unless the related
Seller has delivered to the Custodian (on the Trustee’s behalf) for such Qualifying Substitute Mortgage Loan or Loans, the
Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as are required by Section
2.1, with the Mortgage Note endorsed as required by Section 2.1, and the Master Servicer shall be entitled to rely on
statements and certifications from the Custodian for this purpose. No substitution may be made in any calendar month after the
Determination Date for such month. Monthly payments due with respect to Qualifying Substitute Mortgage Loans in the month of substitution
shall not be part of the Trust and will be retained by Master Servicer and remitted by the Master Servicer to the related Seller
on the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the Scheduled
Payment due on the related Deleted Mortgage Loan for such month and thereafter the related Seller shall be entitled to retain all
amounts received in respect of such Deleted Mortgage Loan.


 


The Master Servicer shall
amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and the substitution
of the


  






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Qualifying
Substitute Mortgage Loan or Loans and upon such amendment the Master Servicer shall deliver or cause to be delivered such
amended Mortgage Loan Schedule to the Trustee, the Custodian, the Certificate Administrator and the Special Servicer. Upon
such substitution, the Qualifying Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all
respects. Upon receipt of the Trust Mortgage File pertaining to any Qualifying Substitute Mortgage Loans, the Custodian shall
release the Trust Mortgage File relating to such Deleted Mortgage Loan to the related Seller, and the Trustee (and the
Depositor, if necessary) shall execute and deliver such instruments of transfer or assignment in the form presented to it, in
each case without recourse, representation or warranty, as shall be necessary to vest title (to the extent that such title
was transferred to the Trustee or the Depositor) in the related Seller or its designee to any Deleted Mortgage Loan
(including any property acquired in respect thereof or any insurance policy proceeds relating thereto) substituted for
pursuant to this Section 2.3.


 


If (x) a Mortgage Loan
is to be repurchased or replaced as contemplated above (a “Defective Mortgage Loan”), (y) such Defective Mortgage
Loan is cross-collateralized and cross-defaulted with one or more other Mortgage Loans (such Defective Mortgage Loan and such other
Mortgage Loans, collectively, “Crossed Mortgage Loans”) and (z) the applicable document defect or breach does
not constitute a Material Document Defect or Material Breach, as the case may be, as to such other Crossed Mortgage Loans (without
regard to this paragraph), then the applicable document defect or breach (as the case may be) shall be deemed to constitute a Material
Document Defect or Material Breach (as the case may be) as to each such other Crossed Mortgage Loan for purposes of the above provisions,
and the related Seller (and any related Seller Guarantor) shall be obligated to repurchase or replace each such other Crossed Mortgage
Loan in accordance with the provisions above unless, in the case of such breach or document defect, (A) the Seller provides a Nondisqualification
Opinion to the Trustee at the expense of the Seller and (B) both of the following conditions would be satisfied if the related
Seller were to repurchase or replace only those Mortgage Loans as to which a Material Breach or Material Document Defect had occurred
without regard to this paragraph (the “Affected Loan(s)”): (i) the Debt Service Coverage Ratio for all such
Crossed Mortgage Loans (excluding the Affected Loan(s)) for the four (4) calendar quarters immediately preceding the repurchase
or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio for all such Crossed Mortgage Loans
(including the Affected Loan(s)) set forth in Appendix I to the Prospectus Supplement and (B) the Debt Service Coverage Ratio for
all such Crossed Mortgage Loans (including the Affected Loan(s)) for the four (4) preceding calendar quarters preceding the repurchase
or replacement, and (ii) the Loan-to-Value Ratio for all such Crossed Mortgage Loans (excluding the Affected Loan(s)) is not greater
than the greater of (A) the loan-to-value ratio, expressed as a whole number (taken to one decimal place), for all such Crossed
Mortgage Loans (including the Affected Loan(s)) set forth in Appendix I to the Prospectus Supplement plus 10% and (B) the Loan-to-Value
Ratio for all such Crossed Mortgage Loans (including the Affected Loan(s)), at the time of repurchase or replacement. The determination
of the Master Servicer as to whether the conditions set forth above have been satisfied shall be conclusive and binding in the
absence of manifest error. The Master Servicer will be entitled to cause to be delivered, or direct the related Seller (and any
related Seller Guarantor) to (in which case the related Seller (and any related Seller Guarantor) shall be required under the related
Mortgage Loan Purchase Agreement to) cause to be delivered to the Master Servicer, an Appraisal of any or all of the related Mortgaged
Properties for purposes of determining whether the condition set forth in clause (ii) above has been satisfied, in each
case at the expense of the related Seller if the 


 






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scope and cost of the Appraisal is approved by the related Seller (such approval
not to be unreasonably withheld).


 


With respect to any Defective
Mortgage Loan, to the extent that the applicable Seller (and any related Seller Guarantor) is required to repurchase or substitute
for such Defective Mortgage Loan (each, a “Repurchased Loan”) in the manner prescribed above while the Custodian
(on the Trustee’s behalf) continues to hold any Crossed Mortgage Loan, the applicable Seller and the Depositor have agreed
in the related Mortgage Loan Purchase Agreement to forbear from enforcing any remedies against the other’s Primary Collateral
but each is permitted to exercise remedies against the Primary Collateral securing its respective Mortgage Loans, including with
respect to the Trustee, the Primary Collateral securing Mortgage Loans still held by the Trustee or the Custodian, so long as such
exercise does not impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise
of remedies by one party would impair the ability of the other party to exercise its remedies with respect to the Primary Collateral
securing the Mortgage Loan or Mortgage Loans held by such party, then both parties have agreed to forbear from exercising such
remedies until the loan documents evidencing and securing the relevant Mortgage Loans can be modified in a manner that complies
with the applicable Mortgage Loan Purchase Agreement to remove the threat of impairment as a result of the exercise of remedies.
Any reserve or other cash collateral or letters of credit securing the Crossed Mortgage Loans shall be allocated between such Mortgage
Loans in accordance with the Mortgage Loan documents, or otherwise on a pro rata basis based upon their outstanding principal
balances. All other terms of the Mortgage Loans shall remain in full force and effect, without any modification thereof. The Mortgagors
set forth on Schedule VI hereto are intended third-party beneficiaries of the provisions set forth in this paragraph and the preceding
paragraph. The provisions of this paragraph and the preceding paragraph may not be modified with respect to any Mortgage Loan without
the related Mortgagor’s consent.


 


Any of the following
document defects shall be conclusively presumed materially and adversely to affect the interests of Certificateholders in a Mortgage
Loan or the Hammond Square B Note and be a Material Document Defect: (A) the absence from the Mortgage File of the original signed
Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity that appears to be regular on its face
(if such absence results from the related Seller’s failure to deliver such item); (B) the absence from the Mortgage File
of the original signed Mortgage (or with respect to any Non-Serviced Mortgage Loan, a copy thereof) that appears to be regular
on its face, unless there is included in the Mortgage File a certified copy of the Mortgage by the local authority with which the
Mortgage was recorded (if such absence results from the related Seller’s failure to deliver such item); (C) the absence from
the Mortgage File of the item called for by paragraph (viii) of the definition of “Mortgage File” (or with respect
to any Non-Serviced Mortgage Loan, a copy thereof) (if such absence results from the related Seller’s failure to deliver
such item); (D) the absence from the Mortgage File of the original or a copy of any letter of credit in effect as of the Closing
Date (if such absence results from the related Seller’s failure to deliver such item); or (E) the absence from the Mortgage
File of a copy of the item specified in paragraph (x) of the definition of “Mortgage File” (if such absence
results from the related Seller’s failure to deliver such item) if the related Mortgage Loan is secured only by the related
ground lease, Space Lease or air rights lease. If any party hereto notifies the Trustee of the occurrence of any of the foregoing
Material Document Defects, the Trustee shall notify the Master Servicer and the Special Servicer, and the Master Servicer


  






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(with respect to
Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans), as
applicable, shall take the steps described elsewhere in this Section 2.3(a), including the giving of notices to the
related Seller, the Rating Agencies (subject to Section 5.7), the parties hereto and, to the extent any Material
Document Defect relates to a Serviced Pari Passu Mortgage Loan, the holder of the related Serviced Companion Loan, and the
Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially
Serviced Mortgage Loans), as applicable, shall make demand upon the related Seller for the cure of the document defect or
repurchase or replacement of the related Mortgage Loan.


 


If the related Seller disputes that a Material Document Defect or Material Breach exists with respect
to a Mortgage Loan or the Hammond Square B Note or otherwise refuses (i) to
effect a correction or cure of such Material Document Defect or Material Breach, (ii) to repurchase the affected Mortgage
Loan or Hammond Square B Note, as applicable, from the Trust or (iii) to replace an affected Mortgage Loan with a Qualifying
Substitute Mortgage Loan, each in accordance with the related Mortgage Loan Purchase Agreement, then provided that (x) the
period of time provided for the related Seller to correct, repurchase or cure has expired and (y) the Mortgage Loan or Hammond
Square B Note is then in default (or default is reasonably foreseeable) and is then a Specially Serviced Mortgage Loan, the Special
Servicer may, subject to the Servicing Standard, modify, workout or foreclose, sell or otherwise liquidate (or permit the liquidation
of) the Mortgage Loan, the Hammond Square B Note or any REO Property, as applicable, pursuant to Section 9.5, Section 9.12,
Section 9.13, Section 9.15, Section 9.16, Section 9.17 and Section 10.3 and the
terms and conditions of any related Intercreditor Agreement, as applicable, while pursuing the repurchase claim. The related Seller
(and any related Seller Guarantor) has acknowledged and agreed under the related Mortgage Loan Purchase Agreement that any modification
of the Mortgage Loan or the Hammond Square B Note, as applicable, pursuant to a workout shall not constitute a defense to any repurchase
claim nor shall such modification and workout change the Purchase Price due from the related Seller (or any related Seller Guarantor)
for any repurchase claim. In the event of any such modification and workout, the related Seller (and any related Seller Guarantor)
has agreed under the related Mortgage Loan Purchase Agreement to repurchase the Mortgage Loan or the Hammond Square B Note, as
applicable, as modified and that the Purchase Price shall include any Workout Fee paid to the Special Servicer up to the date of
repurchase plus the present value (calculated at the applicable Calculation Rate) of the Workout Fee that would have been payable
to the Special Servicer in respect of such Mortgage Loan or the Hammond Square B Note, as applicable, if it performed in accordance
with its terms to its Maturity Date, provided that no amount shall be paid by the related Seller (or any related Seller
Guarantor) in respect of any Workout Fee if a Liquidation Fee already comprises (or will comprise) a portion of the Purchase Price
or if the related Mortgagor has already paid such fee. The related Seller (and any related Seller Guarantor) shall be notified
promptly and in writing by the Special Servicer of any offer that it receives to purchase the applicable Specially Serviced Mortgage
Loan, the Hammond Square B Note or any REO Property, as applicable, each in connection with such liquidation. Any sale of the related
Mortgage Loan or the Hammond Square B Note, or foreclosure thereupon and sale of the related REO Property, to a Person other than
the related Seller shall be without (i) recourse of any kind (either expressed or implied) by such Person against the related
Seller and (ii) representation or warranty of any kind (either expressed or implied) by the related Seller to or for the benefit
of such Person.


   






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The fact that a
Material Document Defect or Material Breach is not discovered until after the completion of foreclosure (but in all instances
prior to the sale of the related REO Property) shall not prejudice any claim against the Seller (or any related Seller
Guarantor) for repurchase of the REO Property (or the Trust’s interest therein). In such an event, the Master Servicer
(with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage
Loans), as applicable, shall notify the related Seller of the discovery of the Material Document Defect or Material Breach
and the related Seller shall have ninety (90) days to correct or cure such Material Document Defect or Material Breach or
purchase the REO Property (or the Trust’s interest therein) at the Purchase Price. If the related Seller (or any
related Seller Guarantor) fails to correct or cure the Material Document Defect or Material Breach or purchase the REO
Property, then the provisions above regarding notice of offers related to such REO Property shall apply. After a final
liquidation of the Mortgage Loan, the Hammond Square B Note or REO Property, if a court of competent jurisdiction issues a
final order after the expiration of any applicable appeal period that the related Seller (or any related Seller Guarantor) is
or was obligated to repurchase the related Mortgage Loan, the Hammond Square B Note or REO Property (a “Final
Judicial Determination”) or the related Seller (or any related Seller Guarantor) otherwise accepts liability, then,
but in no event later than the termination of the Trust pursuant to Section 11.1, the related Seller (and any related
Seller Guarantor) will be obligated to pay to the Trust the difference between any Liquidation Proceeds received upon such
liquidation (including those arising from any sale to the related Seller) and the Purchase Price.


 


In any month in which
the related Seller (or any related Seller Guarantor) substitutes one or more Qualifying Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate Stated Principal Balance
of all such Qualifying Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance
of all such Deleted Mortgage Loans (in each case after application of scheduled principal portion of the monthly payments received
in the month of substitution). The Depositor shall cause the related Seller (or any related Seller Guarantor) to deposit the amount
of such shortage into the Collection Account in the month of substitution, without any reimbursement thereof. In addition, the
Depositor shall cause the related Seller (or any related Seller Guarantor) to deposit into the Collection Account, together with
such shortage, if any, an amount equal to interest on the Deleted Mortgage Loans at a rate equal to the sum of the applicable Mortgage
Rate from the Due Date as to which interest was last paid up to the Due Date next succeeding such substitution together with the
amount of unreimbursed Servicing Advances, amounts required to be paid to the Special Servicer but remaining unpaid or unreimbursed,
and interest on unreimbursed Advances with respect to such Deleted Mortgage Loans at the Advance Rate. The Depositor shall cause
the related Seller (or any related Seller Guarantor), in the case of the Mortgage Loans, to give notice in writing (accompanied
by an Officer’s Certificate as to the calculation of such shortage) to the Trustee, the Custodian, the Certificate Administrator,
the Master Servicer and the Special Servicer of such event which notice shall be accompanied by an Officer’s Certificate
as to the calculation of such shortfall.


 


If the affected Mortgage
Loan or the Hammond Square B Note is to be repurchased, the Master Servicer shall designate the Collection Account as the account
to which


  






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funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan or the Hammond Square
B Note shall be on a whole loan, servicing released basis.


 


Notwithstanding
the foregoing, if there is a breach of the representations and warranties set forth in paragraph 30 or paragraph 32 in
Exhibit 2 to any Mortgage Loan Purchase Agreement, and as a result the payments by a Mortgagor of reasonable costs and
expenses associated with securing the consent or approval of the holder of the Mortgage for a waiver of a
“due-on-sale” or “due-on-encumbrance” clause or the defeasance of a Mortgage Loan or the Hammond
Square B Note are insufficient such that the Trust incurs an Additional Trust Expense in an amount equal to such reasonable
costs and expenses not paid by such Mortgagor, the related Seller (and any related Seller Guarantor) has agreed to reimburse
the Trust within ninety (90) days of the receipt of notice of such breach in an amount sufficient to avoid such Additional
Trust Expense. With respect to any Joint Mortgage Loan, the applicable Seller’s obligation shall be such Seller’s pro rata
share based on such Seller’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement in
such Joint Mortgage Loan. The parties hereto acknowledge that such reimbursement shall be the only obligation of the related
Seller (and any related Seller Guarantor) with respect to the breach discussed in the second preceding sentence.


 


If a Mortgage Loan, the
Hammond Square B Note or an REO Property is repurchased or replaced by a Seller (or any related Seller Guarantor) as contemplated
by this Section 2.3, the Master Servicer shall provide prompt electronic notice to the Special Servicer, the Certificate
Administrator (who shall promptly post such notice on the Certificate Administrator’s Website pursuant to Section 5.4)
and the 17g-5 Information Provider (who shall promptly post such notice on the 17g-5 Information Provider’s Website pursuant
to Section 5.7).


 


With respect to any Joint
Mortgage Loan, the obligations of each of the applicable Sellers to repurchase or substitute with respect to a Material Document
Defect or Material Breach with respect to the related Mortgage Loan shall be limited to a repurchase or substitution with respect
to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage Loan Purchase Agreement. With respect to
any Joint Mortgage Loan, any cure by either of the applicable Sellers with respect to the Mortgage Note sold by it to the Depositor
in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material Document Defect or Material Breach
with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Sellers with respect to such
Joint Mortgage Loan.


 


(b)          In
connection with any repurchase of or substitution for a Mortgage Loan (and, in the case of the Hammond Square Mortgage Loan, a
repurchase of the Hammond Square B Note) contemplated by this Section 2.3, the Trustee, the Custodian, the Master Servicer
and the Special Servicer shall each tender to the related Seller, after delivery to each of them of a receipt executed by such
Seller, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan (and the Hammond Square B Note,
as applicable) possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to
the extent necessary or appropriate to the related Seller or its designee in the same manner, and pursuant to appropriate forms
of assignment, substantially similar to the manner and forms pursuant to which documents were previously assigned to the Trustee,
but in any event, without recourse, representation or warranty; provided that such tender by the Trustee and the Custodian
shall be conditioned upon its receipt from the Master Servicer of a Request for Release. The


  






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Master Servicer
shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and deliver in its own name, on behalf of
the Certificateholders and the Trustee or any of them, the endorsements and assignments contemplated by this Section
2.3, and the Trustee shall execute and deliver any powers of attorney substantially in the form of Exhibit O-1 (or
such other form as mutually agreed to by the Trustee and the Master Servicer) necessary to permit the Master Servicer to do
so. The Master Servicer shall, and is also hereby authorized and empowered by the Trustee to, reconvey to the related Seller
any deposits then held in an Escrow Account relating to the Mortgage Loan being repurchased or substituted for. The Master
Servicer shall indemnify the Trustee for all costs, liabilities and expenses (including attorneys’ fees) incurred by
the Trustee in connection with any negligent or intentional misuse of any such powers of attorney by the Master Servicer.


 


 (c)          The
Mortgage Loan Purchase Agreements provide the sole remedies available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Material Document Defect or Material Breach. The parties hereunder understand that (i) MSMCH,
as Seller under Mortgage Loan Purchase Agreement II, will be providing the remedies with respect to the MSMCH Loans and the Hammond
Square B Note, (ii) BANA, as Seller under Mortgage Loan Purchase Agreement I, will be providing the remedies with respect to the
BANA Loans, (iii) CIBC, as Seller under Mortgage Loan Purchase Agreement III, will be providing the remedies with respect to the
CIBC Loans, and (iv) SMF III, as Seller under Mortgage Loan Purchase Agreement IV (and Starwood Mortgage Capital LLC, as the guarantor
of SMF III’s repurchase and/or substitution obligations), will be providing the remedies with respect to the SMF III Loans.


 


 (d)          The
Master Servicer or the Special Servicer may enforce the provisions of this Section 2.3.


 


 (e)          If
the Depositor, the Master Servicer or the Special Servicer (each a “Repurchase Request Recipient”): (1) receives
notice of a Demand; or (2) receives notice of a withdrawal of a Demand by the Person making such Demand, then such party shall
give written notice thereof to the applicable Seller and the other parties hereto within ten (10) Business Days from the date of
receipt of such notice. Each notice required by this Section 2.3(e) (a “Rule 15Ga-1 Notice”) shall include:
(i) the date the Demand was delivered to the Repurchase Request Recipient or was withdrawn by the Person making such Demand, as
the case may be; (ii) the identity of the related Mortgage Loan and the identity of the Person making such Demand; (iii) the breach
of representation or warranty or document deficiency asserted by the Person making the Demand, to the extent known to the Repurchase
Request Recipient; and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Demand.
Each Rule 15Ga-1 Notice may be delivered by electronic means. A Repurchase Request Recipient shall not be required to provide any
information under this Section 2.3(e) if and to the extent that such information is protected by either the attorney-client
privilege or the attorney work product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice
is provided only to assist the Depositor, the related Seller and their respective Affiliates in complying with Rule 15Ga-1, Items
1104 and 1121 of Regulation AB and/or any other law or regulation, and (ii) (A) no action taken by, or inaction of, a Repurchase
Request Recipient, and (B) no information provided pursuant to this Section 2.3(e) by a Repurchase Request Recipient, shall
be deemed to constitute a waiver or defense to the exercise


  






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of any legal right the Repurchase Request Recipient may have with respect
to the related Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule
15Ga-1 Notice




 


If the Trustee, Custodian
or the Certificate Administrator receives a Demand, then such party shall promptly (but in no event later than ten (10) calendar
days following receipt by the Certificate Administrator, Custodian or the Trustee, as the case may be) forward such Demand to the
Master Servicer (with a copy to the Special Servicer), if relating to a Non-Specially Serviced Mortgage Loan, or to the Special
Servicer (with a copy to the Master Servicer), if relating to a Specially Serviced Mortgage Loan (or any successor REO Mortgage
Loan or REO Serviced B Note), and shall include the following statement in the related correspondence: “This is a “Demand”
under Section 2.3 of the Pooling and Servicing Agreement relating to the MSBAM 2015-C27 Commercial Mortgage Pass-Through Certificates
requiring action by you as the “Repurchase Request Recipient” thereunder”. Upon receipt of a Demand by the Master
Servicer or Special Servicer, as applicable, pursuant to the prior sentence, such party shall be deemed a Repurchase Request Recipient
in respect of such Demand, and such party shall comply with the procedures set forth in the prior paragraph of this Section
2.3(e) with respect to such Demand. None of the Trustee, the Custodian or the Certificate Administrator shall accept any oral
Demands, and each of the Trustee, the Custodian and the Certificate Administrator shall direct any Person making a Demand to submit
it in writing to the Certificate Administrator (who will then act in accordance with the first sentence of this paragraph). Any
Demand to the Certificate Administrator must be submitted in writing or by email to mmgrepurchases@wellsfargo.com (or such
other email address as the Certificate Administrator shall designate from time to time) with a subject line of “Repurchase
Request - MSBAM 2015-C27”.


 


Section 2.4     Representations
and Warranties. The Depositor hereby represents and warrants to the Master Servicer, the Special Servicer, the Trust Advisor,
the Trustee (in its capacity as Trustee of the Trust), Custodian and the Certificate Administrator, and for the benefit of the
Certificateholders, as of the Closing Date that:


 


 (a)          The
Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence
and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into
and perform its obligations under this Agreement, and to create the trust pursuant hereto;


 


 (b)          The
execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part
of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated,
nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, (i) any
of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties;
(ii) the certificate of incorporation or bylaws of the Depositor; or (iii) the terms of any indenture or other agreement or instrument
to which the Depositor is a party or by which it is bound; neither the Depositor nor any of its Affiliates is a party to, bound
by, or in breach of or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute,
order or regulation of any court, regulatory body, administrative agency or governmental body having


 






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jurisdiction over it, which
materially and adversely affects or to the best knowledge of the Depositor may in the future materially and adversely affect (i)
the ability of the Depositor to perform its obligations under this Agreement or (ii) the business, operations, financial condition,
properties or assets of the Depositor;




 


(c)          The
execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby
do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in
respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or
taken prior to the date hereof;


 


(d)          This
Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the
Trustee, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms, subject,
as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership,
liquidation and other similar laws affecting creditors’ rights generally as from time to time in effect, and to general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public
policy with respect to indemnification or contribution as to violations of securities laws;


 


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


 


(f)          Immediately
prior to the consummation of the transactions contemplated in this Agreement, the Depositor had good title to and was the sole
owner of each Mortgage Loan and the Hammond Square B Note free and clear of any and all adverse claims, charges or security interests
(including liens arising under the federal tax laws or the Employee Retirement Income Security Act of 1974, as amended).


 


Section 2.5      Conveyance
of Interests. Effective as of the Closing Date, the Depositor does hereby transfer, assign, set over, deposit with and otherwise
convey to the Trustee, without recourse, in trust, all the right, title and interest of the Depositor in and to (i) the assets
of REMIC I in exchange for the REMIC I Interests, (ii) the REMIC I Regular Interests in exchange for the REMIC II Interests, (iii)
the REMIC II Regular Interests in exchange for the REMIC III Interests and (iv) the right to receive Excess Interest in exchange
for the Class V Certificates. The Trustee acknowledges such assignment and on the Closing Date, and in exchange therefor, the
Certificate Registrar, on behalf of the Trustee, has executed and the Authenticating Agent, on behalf of the Trustee, has authenticated
and delivered to or upon the order of the Depositor the REMIC III Regular Certificates, Class V Certificates and Class R Certificates
in authorized denominations, in each case registered in the name set forth in such order or as so directed in this Agreement.


 






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Section 2.6     Certain
Matters Relating to Non-Serviced Mortgage Loans. Notwithstanding anything to the contrary in this Agreement, with respect
to each Mortgage Loan that is a Non-Serviced Mortgage Loan, each of the document delivery requirements set forth herein will be
satisfied by the delivery by the applicable Seller of copies of each such document specified herein (other than the Mortgage Note
(and all intervening endorsements) evidencing the Mortgage Loan, with respect to which the originals shall be required); provided,
the document delivery requirements for the Assignment of Mortgage, any assignment of Assignment of Leases and any UCC-3 financing
statement set forth herein will be satisfied by the delivery by the applicable Seller of copies of such documents made in favor
of the trustee of the Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


ARTICLE
III

THE CERTIFICATES


 


Section 3.1     The
Certificates.


 


(a)          The
Certificates shall be in substantially the forms set forth in the Exhibits attached hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Agreement or as may in the reasonable judgment of the Trustee
or the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange on which any of the Certificates may be listed, or as may, consistently herewith, be
determined by the officers executing such Certificates, as evidenced by their execution thereof.


 


The Definitive Certificates
shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any
other manner permitted by the rules of any securities exchange on which any of the Certificates may be listed, all as determined
by the officers executing such Certificates, as evidenced by their execution thereof.


 


(b)          The
Class X Certificates will be issuable in denominations of $100,000 initial Notional Amount and in any whole dollar denomination
in excess thereof. The Registered Certificates (other than the Class X-A Certificates) will be issuable in denominations of $10,000
initial Certificate Balance and in any whole dollar denomination in excess thereof. The Non-Registered Certificates that are Principal
Balance Certificates will be issuable in denominations of $100,000 initial Certificate Balance and in any whole dollar denomination
in excess thereof. The Class V and Class R Certificates will be issued in minimum Percentage Interests of 10% and integral multiples
of 1% in excess thereof.


 


(c)          Each
Certificate shall, on original issue, be executed by the Certificate Registrar and authenticated by the Authenticating Agent upon
the order of the Depositor. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose,
unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein, executed
by an authorized officer of the Authenticating Agent by manual signature, and such certification upon any Certificate shall be
conclusive evidence, and the only


 






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evidence,
that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.
At any time and from time to time after the execution and delivery of this Agreement, the Depositor may deliver Certificates to
the Authenticating Agent for authentication and the Authenticating Agent shall authenticate and deliver such Certificates only
as provided for in this Agreement. If additional Certificates need to be prepared at any time subsequent to the Closing Date,
the Depositor shall prepare, or cause to be prepared, deliver, or cause to be delivered, at the Depositor’s expense, any
such additional Certificates. With respect to the REMIC III Regular Certificates that are issued in book-entry form, on the Closing
Date, the Authenticating Agent upon the order of the Depositor shall authenticate Book-Entry Certificates that are issued to a
Clearing Agency or its nominee as provided in Section 3.7 against payment of the purchase price thereof. With respect to
the Non-Registered Certificates that are issued in definitive form, on the Closing Date, the Authenticating Agent upon the order
of the Depositor shall authenticate Definitive Certificates that are issued to the registered holder thereof against payment of
the purchase price thereof.


 


Section
3.2     Registration. The Certificate Administrator shall be the initial Certificate Registrar
in respect of the Certificates and the Certificate Registrar shall maintain books for the registration and for the transfer
of Certificates (the “Certificate Register”). The Certificate Registrar may resign or be discharged or
removed by the Certificate Administrator or the Certificateholders, and a new successor may be appointed, in accordance with
the procedures and requirements set forth in Sections 7.6 and 7.7 hereof with respect to the resignation,
discharge or removal of the Certificate Administrator and the appointment of a successor Certificate Administrator. The
Certificate Registrar may appoint, by a written instrument delivered to the Holders and the Trustee, any trust company to act
as co-registrar under such conditions as the Certificate Registrar may prescribe; provided that the Certificate
Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment.


 


Section 3.3     Transfer
and Exchange of Certificates.


  


 (a)          A
Certificate may be transferred by the Holder thereof only upon presentation and surrender of such Certificate at the Corporate
Trust Office of the Certificate Administrator, duly endorsed or accompanied by a written instrument of transfer duly executed by
such Holder or such Holder’s duly authorized attorney in such form as shall be satisfactory to the Certificate Registrar.
Upon the transfer of any Certificate in accordance with the preceding sentence, and subject to the restrictions set forth in the
other subsections of this Section 3.3, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate
and deliver to the transferee, one or more new Certificates of the same Class and evidencing, in the aggregate, the same aggregate
initial Certificate Balance, initial Notional Amount or Percentage Interest, as the case may be, as the Certificate being transferred.
No service charge shall be made to a Certificateholder for any registration of transfer of Certificates, but the Certificate Registrar
may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration
or transfer of Certificates. The Certificate Registrar may decline to accept any request for a registration of transfer of any
Certificate during the period beginning five (5) calendar days prior to any Distribution Date.


 


 (b)          A
Certificate may be exchanged by the Holder thereof for any number of new Certificates of the same Class, in authorized denominations,
representing in the aggregate


 






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the
same initial Certificate Balance, initial Notional Amount or Percentage Interest, as the case may be, as the Certificate surrendered,
upon surrender of the Certificate to be exchanged at the offices of the Certificate Registrar duly endorsed or accompanied by
a written instrument of exchange duly executed by such Holder or such Holder’s duly authorized attorney in such form as
is satisfactory to the Certificate Registrar. Certificates delivered upon any such exchange will evidence the same obligations,
and will be entitled to the same rights and privileges, as the Certificates surrendered. No service charge shall be made to a
Certificateholder for any exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any exchange of Certificates. Whenever any Certificates
are so surrendered for exchange, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate, date
and deliver the Certificates which the Certificateholder making the exchange is entitled to receive.


 


(c)          No
transfer, sale, pledge or other disposition of any Non-Registered Certificate or interest therein shall be made unless such transfer,
sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any
applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If
a transfer of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities
Act (other than in connection with the initial issuance of the Certificates or a transfer of such Non-Registered Certificate by
the Depositor or one of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives
(and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit D-1 hereto and a certificate from such Certificateholder’s prospective
Transferee substantially in the form attached either as Exhibit D-2A hereto or as Exhibit D-2B hereto; or (ii) an
opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration
under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder
desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such opinion of counsel
is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar in their respective capacities
as such). No transfer of a Class R Certificate may be made to a Person that is not a Qualified Institutional Buyer, and any certificate
and/or opinion of counsel delivered pursuant to the preceding sentence must reflect that the Transferee of a Class R Certificate
is a Qualified Institutional Buyer. No transfer of a Class V Certificate may be made to a Person that is not a Qualified Institutional
Buyer or an Institutional Accredited Investor. No transfer of a Class V or Class R Certificate may be made in book-entry form.
No Person may hold an interest in a Rule 144A Global Certificate unless that Person is a Qualified Institutional Buyer, and no
“U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) may hold an interest in a Regulation
S Global Certificate, and transfers of interests in the Global Certificates that would result in a violation of the foregoing are
prohibited. No party to this Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities
Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any
Certificate. Any Certificateholder or Certificate Owner desiring to effect a transfer of Non-Registered Certificates or interests
therein shall, and does hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to this Agreement against


 






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any
liability that may result if the transfer is not exempt from such registration or qualification or is not made in accordance with
such federal and state laws.


 


 (d)          No
transfer of a Class V or Class R Certificate or other Non-Investment Grade Certificate or any interest therein shall be made (A)
to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts, the assets of which are considered “plan assets” under U.S.
Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, including, without limitation, insurance
company general accounts, that is subject to Title I of ERISA or Section 4975 of the Code or any applicable federal, state or local
law (“Similar Laws”) materially similar to the foregoing provisions of ERISA or the Code (each, a “Plan”),
or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with “plan assets” of a Plan, unless: (i) except in the case of a Class V or Class R Certificate,
the purchase and holding of such Certificate or interest therein qualifies for the exemptive relief available under Sections I
and III of U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60; or (ii) in the case
of a Non-Investment Grade Certificate (other than a Class V or Class R Certificate) held as a Definitive Certificate, the prospective
Transferee provides the Certificate Registrar with a certification of facts and an Opinion of Counsel which establish to the satisfaction
of the Certificate Registrar that such transfer will not constitute or result in a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code or any Similar Laws or subject any party to this Agreement to any obligation in addition
to those undertaken in this Agreement. Each Person who acquires any Class V or Class R Certificate or other Non-Investment Grade
Certificate as a Definitive Certificate (unless it shall have acquired such Certificate from the Depositor or an Affiliate thereof
or unless, in the case of a Non-Investment Grade Certificate (other than a Class V or Class R Certificate), it shall have delivered
to the Certificate Registrar the certification of facts and Opinion of Counsel referred to in clause (ii) of the preceding
sentence) shall be required to deliver to the Certificate Registrar a certification in the form of Exhibit D-2A or Exhibit
D-2B hereto that includes a certification to the effect that: (i) it is neither a Plan nor any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets”
of a Plan; or (ii) that, except in the case of a Class V or Class R Certificate, the purchase and holding of such Certificate or
interest therein by such Person qualifies for the exemptive relief available under Sections I and III of PTCE 95-60 or another
exemption from the “prohibited transactions” rules under ERISA issued by the U.S. Department of Labor or similar exemption
under Similar Laws.


 


(e)          Each
Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate
Administrator under clause (F) below to deliver payments to a Person other than such Person and to have irrevocably authorized
the Certificate Registrar under clause (G) below to negotiate the terms of any mandatory sale and to execute all instruments
of Transfer and to do all other things necessary in connection with any such sale. The rights of such person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions:


 






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(A)         (1) Each Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Permitted Transferee and a United States Tax Person other than a partnership (including any
entity treated as a partnership for U.S. federal income tax purposes) any interest in which is owned (or, may be owned pursuant
to the applicable partnership agreement) directly or indirectly (other than through a U.S. corporation) by any person that is
not a United States Tax Person, and shall promptly notify the Certificate Registrar of any change or impending change in its status
as a Permitted Transferee and (2) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a
Qualified Institutional Buyer and shall promptly notify the Certificate Registrar of any change or impending change in its status
as a Qualified Institutional Buyer.


 


(B)         In
connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Certificate Registrar shall require
delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit
and agreement substantially in the form attached hereto as Exhibit E-1 (a “Transferee Affidavit and Agreement”)
from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among
other things, that such Transferee is a Permitted Transferee, that it is a Qualified Institutional Buyer, that it is not acquiring
its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for
any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class R Certificate,
it will endeavor to remain a Permitted Transferee, that it is a United States Tax Person other than a partnership (including any
entity treated as a partnership for U.S. federal income tax purposes) any interest in which is owned (or, may be owned pursuant
to the applicable partnership agreement) directly or indirectly (other than through a U.S. corporation) by any person that is not
a United States Tax Person, that if such Transferee is a partnership, trust or disregarded entity for U.S. federal income tax purposes,
then each Person that may be allocated income from a Class R Certificate is a United States Tax Person, that it is not a foreign
permanent establishment or fixed base, within the meaning of any applicable income tax treaty, of any United States Tax Person,
that it has historically paid its debts as they have come due and will continue to do so in the future, that it understands that
its tax liability with respect to the Class R Certificates may exceed cash flows thereon and it intends to pay such taxes as they
come due, that it will not cause income with respect to the Class R Certificates to be attributable to a foreign permanent establishment
or fixed base, within the meaning of any applicable income tax treaty, of such proposed Transferee or any other United States Tax
Person, that it will provide the Certificate Registrar with all information necessary to determine that the applicable paragraphs
of Section 13 of such Transferee Affidavit and Agreement are true or that Section 13 is not applicable, and that it has reviewed
the provisions of this Section 3.3(e) and agrees to be bound by them.


 


(C)         Notwithstanding
the delivery of a Transferee Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer
of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee or is not a United
States Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected.


 






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(D)         Each
Person holding or acquiring an Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit and
Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate
and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a certificate
substantially in the form attached hereto as Exhibit E-2 stating, among other things that (x) it has conducted a reasonable
investigation of the financial condition of the proposed Transferee and, as a result of the investigation, the Transferor determines
that the proposed Transferee had historically paid its debts as they came due and found no significant evidence that the proposed
Transferee will not continue to pay its debts as they come due in the future and, (y) it has no actual knowledge that such prospective
Transferee is not a Permitted Transferee, is not a United States Tax Person or a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes) any interest in which is owned (or, may be owned pursuant to the applicable partnership
agreement) directly or indirectly (other than through a U.S. corporation) by any person that is not a United States Tax Person,
is a foreign permanent establishment or fixed base, within the meaning of any applicable income tax treaty, of any United States
Tax Person or is a Person with respect to which income on the Class R Certificate is attributable to a foreign permanent establishment
or fixed base, within the meaning of any applicable income tax treaty.


 


(E)          Each
Person holding or acquiring an Ownership Interest in a Class R Certificate that is a “pass-through interest holder”
within the meaning of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) or is holding an Ownership Interest in a Class
R Certificate on behalf of a “pass-through interest holder”, by purchasing an Ownership Interest in such Certificate,
agrees to give the Certificate Registrar written notice of its status as such immediately upon holding or acquiring such Ownership
Interest in a Class R Certificate.


 


(F)          If
any purported Transferee shall become a Holder of a Class R Certificate in violation of the provisions of this Section 3.3(e)
or if any Holder of a Class R Certificate shall lose its status as a Permitted Transferee or a United States Tax Person, then the
last preceding Holder of such Class R Certificate that was in compliance with the provisions of this Section 3.3(e) shall
be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. None of the Trustee, the Custodian, the Master Servicer, the Special Servicer, the
Trust Advisor, the Certificate Registrar or the Certificate Administrator shall be under any liability to any Person for any registration
of Transfer of a Class R Certificate that is in fact not permitted by this Section 3.3(e) or for making any payments due
on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this
Agreement.


 


(G)          If
any purported Transferee shall become a Holder of a Class R Certificate in violation of the restrictions in this Section 3.3(e),
or if any Holder of a Class R Certificate shall lose its status as a Permitted Transferee or a United States Tax Person, and to
the extent that the retroactive restoration of the rights and obligations of the prior Holder of such Class R Certificate as set
forth in clause (F) above shall be invalid, illegal


 






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or unenforceable, then the Certificate Registrar shall have the right,
without notice to the Holder or any prior Holder of such Class R Certificate, but not the obligation, to sell or cause to be sold
such Class R Certificate to a purchaser selected by the Certificate Registrar on such terms as the Certificate Registrar may choose.
Such noncomplying Holder shall promptly endorse and deliver such Class R Certificate in accordance with the instructions of the
Certificate Registrar. Such purchaser may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. The
proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates),
expenses and taxes due, if any, will be remitted by the Certificate Registrar to such noncomplying Holder. The terms and conditions
of any sale under this clause (G) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate
Registrar shall not be liable to any Person having an Ownership Interest in a Class R Certificate as a result of its exercise of
such discretion.


 


The Certificate Administrator shall make
available to the Internal Revenue Service and those Persons specified by the REMIC Provisions, all information in its possession
necessary to compute any tax imposed (i) as a result of the Transfer of an Ownership Interest in a Class R Certificate to any Person
who is not a Permitted Transferee, including the information described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5)
with respect to the “excess inclusions” of such Class R Certificate and (ii) as a result of any regulated investment
company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381
of the Code that holds an Ownership Interest in a Class R Certificate having as among its record holders at any time any Person
which is not a Permitted Transferee. The Person holding such Ownership Interest shall be responsible for the reasonable compensation
of the Master Servicer and the Certificate Administrator for providing such information.


 


The provisions of this
Section 3.3(e) may be modified, added to or eliminated, provided that there shall have been delivered to the Trustee,
the Custodian, the Certificate Administrator, the Certificate Registrar, the Master Servicer and the Depositor, an Opinion of Counsel
(subject to Section 5.7, a copy of which shall be provided to each Rating Agency), in form and substance satisfactory to
the Trustee, the Certificate Registrar and the Depositor, to the effect that such modification of, addition to or elimination of
such provisions will not cause any REMIC Pool to (A) cease to qualify as a REMIC or (B) be subject to an entity-level tax caused
by the Transfer of any Class R Certificate to a Person which is not a Permitted Transferee, or cause a Person other than the prospective
Transferee to be subject to a tax caused by the Transfer of a Class R Certificate to a Person which is not a Permitted Transferee.


 


(f)           None
of the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Certificate Administrator, the Custodian or the
Certificate Registrar shall have any liability to the Trust arising from a transfer of any Certificate in reliance upon a certification,
ruling or opinion of counsel described in this Section 3.3; provided, that the Certificate Registrar shall not register
the transfer of a Class R Certificate if it has actual knowledge that the proposed transferee does not meet the qualifications
of a permitted Holder of a Class R Certificate as set forth in Section 3.3(e); provided, further, that the
Certificate Registrar shall not register the transfer of a Class R Certificate if it shall have received notice that the Transferor
has determined, as a result of the investigation under Section 3.3(e)(D), that the proposed Transferee


 






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has not paid its
debts as they came due or that it will not pay its debts as they come due in the future. The Certificate Registrar shall have no
obligation or duty to monitor, determine or inquire as to compliance with any restriction on transfer or exchange of Certificates
or any interest therein imposed under this Article III or under applicable law other than to require delivery of the certifications
and/or opinions described in this Article III; provided, that the Certificate Registrar shall not register the transfer
of a Class R Certificate if it has actual knowledge that the proposed transferee does not meet the qualifications of a permitted
Holder of a Class R Certificate as set forth in Section 3.3(e). The Certificate Registrar shall have no liability for transfers
(including without limitation transfers made through the book-entry facilities of the Depository or between or among Participants
or Certificate Owners) made in violation of applicable restrictions, provided that the Certificate Registrar has satisfied
its duties expressly set forth in Sections 3.3(c), 3.3(d) and 3.3(e).


 


(g)          All
Certificates surrendered for transfer and exchange shall be physically cancelled by the Certificate Registrar, and the Certificate
Registrar shall hold such cancelled Certificates in accordance with its standard procedures.


 


(h)          The
Certificate Registrar shall provide the Master Servicer, the Special Servicer and the Depositor, upon written request, with an
updated copy of the Certificate Register within a reasonable period of time following receipt of such request.


 


(i)           Unless
and until it is exchanged in whole for the individual Certificates represented thereby, a Global Certificate representing all of
the Certificates of a Class may not be transferred, except as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a
successor Clearing Agency or a nominee of such successor Clearing Agency, and no such transfer to any such other Person may be
registered; provided that this subsection (i) shall not prohibit any transfer of a Certificate of a Class that is
issued in exchange for a Global Certificate of the same Class pursuant to Section 3.9 below. Nothing in this subsection
(i) shall prohibit or render ineffective any transfer of a beneficial interest in a Global Certificate effected in accordance
with the other provisions of this Section 3.3.


 


Section 3.4      Mutilated,
Destroyed, Lost or Stolen Certificates. If (A) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate
Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (B) except in the case
of a mutilated Certificate so surrendered, there is delivered to the Certificate Registrar such security or indemnity as may be
required by it to save it harmless, then, in the absence of notice to the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor
and interest in the Trust. In connection with the issuance of any new Certificate under this Section 3.4, the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section 3.4 shall constitute complete and indefeasible evidence of ownership in the
Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 






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Section 3.5      Persons
Deemed Owners. Prior to presentation of a Certificate
for registration of transfer, the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Trust Advisor, the Certificate
Administrator and any agent of any such party, may treat the Person in whose name any Certificate is registered as of the related
Record Date as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all
other purposes whatsoever, and no such party (nor any agent thereof) shall be affected by any notice to the contrary.


 


Section 3.6      Access
to List of Certificateholders’ Names and Addresses.


 


(a)          If
any three (3) or more Certifying Certificateholders or any party to this Agreement (i) request in writing from the Certificate
Registrar a list of the names and addresses of Certificateholders and (ii) in the case of a request by Certificateholders, state
that such Certificateholders desire to communicate with other Certificateholders with respect to their rights under this Agreement
or under the Certificates, then the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request,
at no cost to such requesting party, afford such Certificateholders or applicable party to this Agreement, as applicable, access
during normal business hours to a current list of the Certificateholders or, if requested, shall provide such list electronically
to the applicable requesting party; provided, that the Certificate Registrar shall not be required to determine the identity
of any Certificate Owner of any Book-Entry Certificate. Every Certificateholder, by receiving and holding a Certificate, agrees
that none of the Certificate Registrar or any other party to this Agreement shall be held accountable by reason of the disclosure
of any such information as to the list of the Certificateholders hereunder, regardless of the source from which such information
was derived.


 


(b)          Upon
the written request of any Certifying Certificateholder that (i) states that such Certificateholder desires the Certificate Registrar
to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted by other Certificateholders,
setting forth the relevant contact information and briefly stating the reason for the requested contact and (ii) provides a copy
of the Special Notice which such Certificateholder proposes to transmit, the Certificate Registrar shall deliver such Special Notice
to the Certificate Administrator, who shall make a copy of such Special Notice available electronically on the Certificate Administrator’s
Website pursuant to Section 5.4. The costs and expenses of the Certificate Registrar associated with delivering any such
Special Notice shall be borne by the party or parties requesting delivery of such Special Notice. Every Certificateholder, by receiving
and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of any
such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.


 


Section 3.7      Book-Entry
Certificates.


 


(a)          The
REMIC III Regular Certificates (exclusive of any Non-Registered Certificates that are sold in the United States to Institutional
Accredited Investors that are not Qualified Institutional Buyers), in the case of each Class thereof, upon original issuance, shall
be issued in the form of one or more Global Certificates representing the Book-Entry Certificates of such Class, to be delivered
to the Certificate Registrar, as custodian for the Depository, the initial Clearing Agency, by, or on behalf of, the Depositor,
provided, that any Non-Registered


 






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Certificates sold to Institutional Accredited Investors that are not Qualified Institutional
Buyers, together with the Class V and Class R Certificates, will be issued as Definitive Certificates. The Global Certificates
shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the Depository, as the
initial Clearing Agency, and no Certificate Owner will receive a Definitive Certificate representing such Certificate Owner’s
interest in the Global Certificates, except as provided in Section 3.9. With respect to those Classes of Certificates issued
as Global Certificates, unless and until Definitive Certificates have been issued to the related Certificate Owners pursuant to
Section 3.9:


 


(i)          the
provisions of this Section 3.7 shall be in full force and effect with respect to each such Class;


 


(ii)         the
Depositor, the Master Servicer, the Certificate Administrator, the Certificate Registrar, the Custodian and the Trustee may deal
with the Clearing Agency for all purposes (including the making of distributions on the Certificates) as the authorized representative
of the Certificate Owners;


 


(iii)        to
the extent that the provisions of this Section 3.7 conflict with any other provisions of this Agreement, the provisions
of this Section 3.7 shall control with respect to each such Class; and


 


(iv)        the
rights of the Certificate Owners of each such Class shall be exercised only through the Clearing Agency and the applicable Participants
and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or
the Participants. Pursuant to the Depository Agreement, unless and until Certificates are issued pursuant to Section 3.9,
the initial Clearing Agency will make book-entry transfers among the Participants and receive and transmit distributions of principal
and interest on the related Certificates to such Participants.


 


(b)          For
purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Holders
of the Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Certificates, such direction
or consent may be given by the Clearing Agency at the direction of Certificate Owners owning Certificates evidencing the requisite
percentage of principal amount of Certificates. The Clearing Agency may take conflicting actions with respect to the Certificates
to the extent that such actions are taken on behalf of the Certificate Owners.


 


(c)          The
Certificates of each Class of Non-Registered Certificates (other than the Class V and Class R Certificates) initially sold in reliance
on Rule 144A shall be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate
Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Non-Registered
Certificates initially sold to Institutional Accredited Investors that are not Qualified Institutional Buyers, together with the
Class V and Class R Certificates, shall be represented by Definitive Certificates for such Class. The Non-Registered Certificates
evidenced by any Rule 144A Global Certificate or Definitive Certificate shall be subject to certain restrictions on transfer as
set forth in Section 3.3 hereof and shall bear legend(s) regarding such restrictions described herein.


 






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(d)          The
Certificates of each Class of Non-Registered Certificates (other than the Class V and Class R Certificates) initially sold in offshore
transactions in reliance on Regulation S shall be represented by the Regulation S Temporary Global Certificate for such Class,
which shall be deposited with the Certificate Registrar, as custodian for the Depository and registered in the name of Cede &
Co. as nominee of the Depository. Not earlier than the Release Date, beneficial interests in any Regulation S Temporary Global
Certificate shall be exchangeable for beneficial interests in the Regulation S Permanent Global Certificate for such Class. Beneficial
interests in any Regulation S Temporary Global Certificate may be held only through Euroclear Bank or Clearstream Bank; provided,
that such interests may be exchanged for interests in the Rule 144A Global Certificate for such Class in accordance with the certification
requirements described in Section 3.7(f). The Regulation S Permanent Global Certificates shall be deposited with the Certificate
Registrar, as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository.


 


On or prior to the Release
Date and on or prior to any Distribution Date occurring prior to the Release Date, each Certificate Owner of a Regulation S Temporary
Global Certificate that holds a beneficial interest therein on the Release Date or on any such Distribution Date, as the case may
be, must deliver to Euroclear Bank or Clearstream Bank (as applicable) a Regulation S Certificate; provided, that any Certificate
Owner that holds a beneficial interest in a Regulation S Temporary Global Certificate on the Release Date or on any such Distribution
Date that has previously delivered a Regulation S Certificate to Euroclear Bank or Clearstream Bank with respect to its interest
therein does not need to deliver any subsequent Regulation S Certificate (unless the certificate previously delivered is no longer
true as of such subsequent date, and such Certificate Owner must promptly notify Euroclear Bank or Clearstream Bank, as applicable,
thereof). Euroclear Bank or Clearstream Bank, as applicable, shall be required to promptly deliver to the Certificate Registrar
a certificate substantially in the form of Exhibit H hereto to the effect that it has received the requisite Regulation
S Certificates for each such Class, and no Certificate Owner (or transferee from any such Certificate Owner) shall be entitled
to receive an interest in the Regulation S Permanent Global Certificate for such Class or any payment or principal or interest
with respect to its interest in such Regulation S Temporary Global Certificate prior to the Certificate Registrar receiving such
certification from Euroclear Bank or Clearstream Bank with respect to the portion of the Regulation S Temporary Global Certificate
owned by such Certificate Owner (and, with respect to an interest in the applicable Regulation S Permanent Global Certificate,
prior to the Release Date). After the Release Date, distributions due with respect to any beneficial interest in a Regulation S
Temporary Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest
in the related Regulation S Permanent Global Certificate is improperly withheld or refused. No interest in a Regulation S Global
Certificate may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest
in the Rule 144A Global Certificate for such Class as set forth in Section 3.7(f).


 


(e)          Except
in the limited circumstances described below in Section 3.9, owners of beneficial interests in Global Certificates shall
not be entitled to receive physical delivery of Definitive Certificates. The Certificates are not issuable in bearer form. Upon
the issuance of each Global Certificate, the Depository or its custodian shall credit, on its internal system, the respective principal
amount of the individual beneficial interests represented by such Global Certificate to the accounts of Persons who have accounts
with such Depository. Such


 






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accounts initially shall be designated by or on behalf of the Underwriters and the Initial Purchasers.
Ownership of beneficial interests in a Global Certificate shall be limited to Customers or Persons who hold interests directly
or indirectly through Customers. Ownership of beneficial interests in the Global Certificates shall be shown on, and the transfer
of that ownership shall be effected only through, records maintained by the Depository or its nominee (with respect to interests
of Customers) and the records of Customers (with respect to interests of Persons other than Customers).


 


So long as the Depository,
or its nominee, is the registered holder of a Global Certificate, the Depository or such nominee, as the case may be, shall be
considered the sole owner and holder of the Certificates represented by such Global Certificate for all purposes under this Agreement
and the Certificates, including, without limitation, obtaining consents and waivers thereunder, and the Trustee, the Custodian,
the Certificate Administrator and the Certificate Registrar shall not be affected by any notice to the contrary. Except under the
circumstance described in Section 3.9, owners of beneficial interests in a Global Certificate will not be entitled to have
any portions of such Global Certificate registered in their names, will not receive or be entitled to receive physical delivery
of Definitive Certificates in certificated form and shall not be considered the owners or holders of the Global Certificate (or
any Certificates represented thereby) under this Agreement or the Certificates. In addition, no Certificate Owner of an interest
in a Global Certificate shall be able to transfer that interest except in accordance with the Depository’s applicable procedures
(in addition to those under this Agreement and, if applicable, those of Euroclear Bank and Clearstream Bank).


 


(f)          Any
holder of an interest in a Regulation S Global Certificate shall have the right, upon prior written notice to the Certificate Registrar,
Euroclear Bank or Clearstream Bank, as applicable, and the Depository, in the form of an Exchange Certification (substantially
in the form of Exhibit G attached hereto), to exchange all or a portion of such interest (in authorized denominations as
set forth in Section 3.1(b)) for an equivalent interest in the Rule 144A Global Certificate for such Class in connection
with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Rule 144A Global Certificate
as set forth herein; provided that no Exchange Certification shall be required if any such exchange occurs after the Release
Date. Any holder of an interest in the Rule 144A Global Certificate shall have the right, upon prior written notice to the Certificate
Registrar, the Depository and Euroclear Bank or Clearstream Bank, as applicable, in the form of an Exchange Certification (substantially
in the form of Exhibit G attached hereto), to exchange all or a portion of such interest (in authorized denominations as
set forth in Section 3.1(b)) for an equivalent interest in the Regulation S Global Certificate for such Class in connection
with a transfer of its interest therein to a transferee that is eligible to hold an interest in such Regulation S Global Certificate
as set forth herein; provided, that if such exchange occurs prior to the Release Date, the transferee shall acquire an interest
in a Regulation S Temporary Global Certificate only and shall be subject to all of the restrictions associated therewith described
in Section 3.7(d). Following receipt of any Exchange Certification or request for transfer, as applicable, by the Certificate
Registrar: (i) the Certificate Registrar shall endorse the schedule to any Global Certificate representing the Certificate or Certificates
being exchanged to reduce the stated principal amount of such Global Certificate by the denominations of the Certificate or Certificates
for which such exchange is to be made, and (ii) the Certificate Registrar shall endorse the schedule to any Global Certificate
representing the Certificate or Certificates for which such exchange is to be made to increase the


 






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stated principal amount of such
Global Certificate by the denominations of the Certificate or Certificates being exchanged therefor. The form of the Exchange Certification
shall be available from the Certificate Registrar.


 


(g)          If
a Holder of a Definitive Certificate wishes at any time to exchange such Definitive Certificate for an interest in the Rule 144A
Global Certificate of the same Class, or to transfer such Definitive Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in the Rule 144A Global Certificate of the same Class, such Holder may, subject to the rules and procedures
of the Depository, cause the exchange of such Definitive Certificate for an equivalent beneficial interest in the Rule 144A Global
Certificate of the same Class; provided that such Holder shall pay all reasonable costs and expenses associated therewith.
Upon receipt by the Certificate Registrar, as registrar, at its Corporate Trust Office, of (1) such Definitive Certificate, duly
endorsed as provided herein, (2) instructions from such Holder directing the Certificate Registrar, as registrar, to credit, or
cause to be credited, a beneficial interest in the applicable Rule 144A Global Certificate equal to the Certificate Balance of
the Definitive Certificate to be exchanged or transferred, such instructions to contain information regarding the participant account
with the Depository to be credited with such increase, and (3) a certificate in the form of Exhibit D-3 hereto, then the
Certificate Registrar, as registrar, shall cancel or cause the cancellation of such Definitive Certificate and shall instruct the
Depository to increase, or cause to be increased, the Certificate Balance of the applicable Rule 144A Global Certificate by the
aggregate Certificate Balance of the Definitive Certificate to be exchanged or transferred and to credit, or cause to be credited,
to the account of the Person specified in such instructions a beneficial interest in the applicable Rule 144A Global Certificate
equal to the Certificate Balance of the Definitive Certificate so canceled.


 


Section 3.8      Notices
to Clearing Agency. Whenever notice or other communication
to the Certificateholders is required under this Agreement, unless and until Definitive Certificates shall have been issued to
the related Certificateholders pursuant to Section 3.9, the Certificate Administrator shall give all such notices and communications
specified herein to be given to Holders of the Book-Entry Certificates to the Clearing Agency which shall give such notices and
communications to the related Participants in accordance with its applicable rules, regulations and procedures.


 


Section 3.9      Definitive
Certificates.


 


(a)          Definitive
Certificates will be issued to the owners of beneficial interests in a Global Certificate or their nominees if (i) the Clearing
Agency notifies the Depositor and the Certificate Registrar in writing that the Clearing Agency is unwilling or unable to continue
as depositary for such Global Certificate and a qualifying successor depositary is not appointed by the Depositor within ninety
(90) days thereof or (ii) the Trustee has instituted or caused to be instituted or has been directed to institute any judicial
proceeding in a court to enforce the rights of the Certificateholders under this Agreement and under such Global Certificate and
the Trustee has been advised by counsel that in connection with such proceeding it is necessary or advisable for the Trustee or
its custodian to obtain possession of such Global Certificate; provided, that under no circumstances will Definitive Certificates
be issued to Certificate Owners of the Regulation S Temporary Global Certificate. Upon notice of the occurrence of any of the events
described in the preceding sentence, the Certificate Registrar shall notify the Clearing Agency


 






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and request the Clearing Agency
to notify all Certificate Owners, through the applicable Participants, of the occurrence of the event and of the availability of
Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Global
Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates. None of the
Depositor, the Trustee, the Custodian, the Certificate Administrator or the Certificate Registrar shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Certificates, all references herein to obligations imposed upon or to be performed by the Clearing Agency
shall be deemed to be imposed upon and performed by the Certificate Registrar, to the extent applicable with respect to such Definitive
Certificates, and the Certificate Registrar and the Trustee and the Certificate Administrator shall recognize the Holders of Definitive
Certificates as Certificateholders hereunder.


 


(b)          If
any Certificate Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor
that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S.
person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but
not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Definitive Certificate, subject to
the restrictions on the transfer of such Definitive Certificate in Section 3.3. No such transfer shall be made and the Certificate
Registrar shall not register any such transfer unless such transfer complies with the provisions of Section 3.3 applicable
to transfers of Definitive Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate
for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related
Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part thereof) an appropriate
notation evidencing the date of such exchange or transfer and a decrease in the denomination of such Global Certificate equal to
the denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.


 


(c)          Distributions
of principal and interest on the Definitive Certificates shall be made by the Certificate Administrator directly to holders of
Definitive Certificates in accordance with the procedures set forth in this Agreement.


 


ARTICLE
IV

ADVANCES


 


Advances shall be made
as provided herein by the Master Servicer and, if the Master Servicer does not make such Advances, by the Trustee except to the
extent that the Master Servicer, the Special Servicer or the Trustee, as applicable, determines in accordance with Section 4.4
below, that any such Advance would be a Nonrecoverable Advance.


 


Section 4.1      P&I
Advances by Master Servicer.


 


(a)          On
or prior to the Advance Report Date, the Master Servicer shall notify the Trustee and the Certificate Administrator if any P&I
Advance Amount for such Distribution


 






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Date is greater than zero (provided that such notice shall be deemed given if the Master Servicer
complies with its obligations under Section 8.11(a) or Section 8.11(d)(v)), and the Master Servicer shall make a
P&I Advance in respect of each applicable Mortgage Loan of such amount no later than the Master Servicer Remittance Date. It
is understood that the obligation of the Master Servicer to make such P&I Advances is mandatory and shall apply through any
court appointed stay period or similar payment delay resulting from any insolvency of the Mortgagor or related bankruptcy, notwithstanding
any other provision of this Agreement. Notwithstanding the foregoing, the Master Servicer shall not be required to make such P&I
Advance if the Master Servicer determines, in accordance with Section 4.4 below, that any such P&I Advance would be
a Nonrecoverable Advance and shall not make such P&I Advance if such P&I Advance if made would be a Nonrecoverable Advance
as determined by the Special Servicer in accordance with the Servicing Standard and Section 4.4, in which event the Special
Servicer shall promptly direct the Master Servicer not to make such P&I Advance; provided that the Special Servicer
has no obligation to make such determination. Such determination shall be conclusive and binding on the Trustee, the Master Servicer
and the Certificateholders, and the Trustee and the Master Servicer shall be entitled to rely conclusively on any such determination
by the Special Servicer. The Special Servicer shall not make P&I Advances under this Agreement. If the Master Servicer fails
to make a P&I Advance that it is required to make under this Section 4.1, it shall promptly notify the Trustee and the
Certificate Administrator of such failure.


 


(b)          If
the Master Servicer determines that there is a P&I Advance Amount for a Distribution Date, the Master Servicer shall on the
related Master Servicer Remittance Date either (A) deposit in the Collection Account an amount equal to the P&I Advance Amount
or (B) utilize funds in the Collection Account being held for future distributions or withdrawals to make such Advance, except
that the portion of such P&I Advance equal to the CREFC® License Fee for each such Mortgage Loan shall not be
remitted to the Certificate Administrator but shall instead be remitted to CREFC®. Any funds being held in the Collection
Account for future distribution or withdrawal and so used shall be replaced by the Master Servicer from its own funds by deposit
in the Collection Account on or before any future Master Servicer Remittance Date to the extent that funds in the Collection Account
on such Master Servicer Remittance Date shall be less than payments to the Certificate Administrator or other Persons required
to be made on such date.


 


(c)          In no event shall the Master Servicer (or the Trustee, as applicable) be obligated to make a P&I Advance
with respect to a B Note (including, for the avoidance of doubt, the Hammond Square B Note), a Serviced Companion Loan or a Non-Serviced
Companion Loan.





 


(d)          In
no event shall the Master Servicer (or the Trustee, as applicable) be obligated to make a P&I Advance with respect to any Mortgage
Loan if the sum of all outstanding P&I Advances in respect of such Mortgage Loan (together with Advance Interest) is equal
to or greater than the Stated Principal Balance plus all overdue amounts on such Mortgage Loan.


 


Section 4.1A     P&I
Advances with Respect to Non-Serviced Mortgage Loans and Serviced Pari Passu Mortgage Loans. With respect to the Non-Serviced Mortgage
Loans and Serviced Pari Passu Mortgage Loans (the “P&I Pari Passu Loans”), the Master Servicer and 


 






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Special Servicer shall each
be entitled to make its own determination that a P&I Advance previously made on any P&I Pari Passu Loan is a
Nonrecoverable Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance with respect
to such P&I Pari Passu Loan in accordance with and subject to Section 4.1 and Section 4.4 independently of
any determination made by any Other Master Servicer, Other Trustee or Other Special Servicer under the related Other
Companion Loan Pooling and Servicing Agreement in respect of any P&I Pari Passu Loan following deposit of the
Non-Serviced Companion Loans or Serviced Companion Loans into a commercial mortgage securitization trust, and the Other
Master Servicer, Other Trustee and Other Special Servicer, as applicable, shall each make its own determination that a
P&I Advance is or, if made, will be, a Nonrecoverable Advance (both as defined in the related Other Companion Loan
Pooling and Servicing Agreement) or that any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance
(both as defined in the related Other Companion Loan Pooling and Servicing Agreement) with respect to the Non-Serviced
Companion Loans or Serviced Companion Loans, as applicable, in accordance with the related Other Companion Loan Pooling and
Servicing Agreement. No determination by the Master Servicer or the Special Servicer that any such P&I Advance is
nonrecoverable shall be binding on the Other Master Servicer, the Other Trustee, the Other Special Servicer or the holders of
any securities relating to the Non-Serviced Companion Loans or Serviced Companion Loans, as applicable. No determination by
the Other Master Servicer, the Other Trustee or the Other Special Servicer that any P&I Advance (as defined in the
related Other Companion Pooling and Servicing Agreement) is nonrecoverable shall be binding on the Master Servicer,
the Trustee, the Special Servicer or the Certificateholders.


 


The Master Servicer shall
not be required to make a P&I Advance with respect to any P&I Pari Passu Loan after its receipt of notice from the related
Other Master Servicer, Other Trustee or Other Special Servicer that it has determined that a P&I Advance (as defined in the
related Other Companion Loan Pooling and Servicing Agreement) is or, if made, will be, a Nonrecoverable Advance on the Non-Serviced
Companion Loans or Serviced Companion Loans, as applicable, or that any proposed P&I Advance, if made, would constitute a Nonrecoverable
Advance pursuant to the relevant Other Companion Loan Pooling and Servicing Agreement. If the Master Servicer determines (or has
received notice from the Special Servicer of its determination) that a P&I Advance would be (if made), or any outstanding P&I
Advance previously made is, a Nonrecoverable Advance, the Master Servicer shall provide the Other Master Servicer written notice
of such determination in accordance with the terms of the related Intercreditor Agreement. If the Master Servicer, Special Servicer
or Trustee receives written notice by the Other Master Servicer that it has determined, with respect to any Mortgage Loan, that
any proposed future P&I Advance would be, or any outstanding P&I Advance is, a Nonrecoverable Advance, the Master Servicer
shall use reasonable efforts to consult on a non-binding basis with the Other Master Servicer regarding the circumstances with
respect to such Mortgage Loan, but the Master Servicer, Special Servicer or Trustee, as applicable, shall be allowed to ultimately
make its own determination. Any determination that a P&I Advance would be a Nonrecoverable Advance with respect to any Non-Serviced
Mortgage Loan by the Master Servicer, Special Servicer or Trustee, any Other Master Servicer, any Other Trustee or any Other Special
Servicer may, in all cases, be conclusively relied on by each of the Trustee, the Master Servicer and the Special Servicer. If
the Master Servicer or the Trustee does not receive notice of an Appraisal Reduction with respect to any Non-Serviced Mortgage
Loan, the Master Servicer or the Trustee, as applicable, shall not be obligated to proportionately reduce the amount


 






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of any P&I
Advance required to be made by it, except to the extent an Appraisal Reduction is applied as described in the last sentence of
the definition of “Appraisal Reduction.”


 


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


 


Section 4.2      Servicing
Advances. The Master Servicer and, if the Master
Servicer does not, the Trustee to the extent the Trustee receives written notice from the Certificate Administrator that such Advance
has not been made by the Master Servicer, shall make Servicing Advances to the extent provided in this Agreement, except to the
extent that the Master Servicer or the Trustee, as applicable, determines in accordance with Section 4.4 below, that any
such Advance would be a Nonrecoverable Advance and, subject to the last sentence of this paragraph, except to the extent the Special
Servicer determines in accordance with the Servicing Standard and Section 4.4 that such Advance, if made, would be a Nonrecoverable
Advance, in which event the Special Servicer shall promptly direct the Master Servicer not to make such Advance (and the Master
Servicer shall be bound by any such determination); provided that the Special Servicer has no obligation to make such determination.
Such determination by the Master Servicer or the Special Servicer shall be conclusive and binding on the Trustee and the Certificateholders
and, in the case of any A/B Whole Loan or Loan Pair, the holder of any related Serviced B Note and/or Serviced Companion Loan.
The Special Servicer shall not be required to make Servicing Advances under this Agreement but may make such Servicing Advances
(on an emergency basis) at its option in which event the Master Servicer shall reimburse the Special Servicer for such Servicing
Advance (together with Advance Interest) promptly (but no later than five (5) Business Days) following receipt of a statement therefor.
Promptly after discovering that the Master Servicer has failed to make a Servicing Advance that the Master Servicer is required
to make hereunder, the Certificate Administrator shall promptly notify the Trustee (if the Certificate Administrator is not also
the Trustee) in writing of the failure by the Master Servicer to make such Servicing Advance. The Master Servicer may make Servicing
Advances in its own discretion if it determines that making such Servicing Advance is in the best interest of the Certificateholders,
as a collective whole (or, with respect to any A/B Whole Loan or Loan Pair, in the best interest of the Trust and the holders of
any related Serviced B Note and/or Serviced Companion Loan, as applicable, as a collective whole), even if the Master Servicer
or the Special Servicer has determined, in accordance with Section 4.4 below, that any such Advance would be a Nonrecoverable
Advance.


 


The applicable Non-Serviced
Mortgage Loan Master Servicer is obligated to make “Servicing Advances” as defined in, and pursuant to, the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan, and the Master Servicer
shall have no obligation or authority to make Servicing Advances with respect to such Non-Serviced Mortgage Loan.


 






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Section 4.3      Advances
by the Trustee.


 


(a)          To
the extent that the Master Servicer fails to make a P&I Advance with respect to a Mortgage Loan by the Master Servicer Remittance
Date (other than a P&I Advance that the Master Servicer or the Special Servicer determines is a Nonrecoverable Advance), the
Trustee shall make such P&I Advance to the extent the Trustee receives written notice from the Certificate Administrator not
later than 10:00 a.m. (New York City time) on the Distribution Date that such Advance has not been made by the Master Servicer
on the Master Servicer Remittance Date unless the Trustee determines (in its good faith business judgment) that such P&I Advance,
if made, would be a Nonrecoverable Advance. The Certificate Administrator shall notify (i) the Trustee (if the Certificate Administrator
is not also the Trustee) in writing as soon as practicable, but not later than 10:00 a.m. (New York City time) on the Distribution
Date if the Master Servicer has failed to make a P&I Advance and (ii) the Master Servicer and the Trustee in writing as soon
as practicable, but not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date, if it has not received
a P&I Advance with respect to any Mortgage Loan set forth in the Master Servicer Remittance Report provided to the Certificate
Administrator on the related Advance Report Date; provided, the failure of the Certificate Administrator to provide any such notice
within such timeframe shall not diminish in any respect the obligations of the Master Servicer or the Trustee, as applicable, to
make such P&I Advance in accordance with the terms set forth above.


 


(b)          To
the extent that the Master Servicer fails to make a Servicing Advance by the date such Servicing Advance is required to be made
(other than a Servicing Advance that the Master Servicer or the Special Servicer, as applicable, determines is a Nonrecoverable
Advance), and a Responsible Officer of the Trustee receives actual notice thereof, the Trustee shall make such Servicing Advance
promptly, but in any event, not later than five (5) Business Days after notice thereof in accordance with Section 4.2, unless
the Trustee determines (in its good faith business judgment) that such Servicing Advance, if made, would be a Nonrecoverable Advance.


 


(c)          In no event shall the Trustee be obligated to make a P&I Advance with respect to a B Note (including,
for the avoidance of doubt, the Hammond Square B Note), a Serviced Companion Loan or a Non-Serviced Companion Loan or any Servicing
Advance with respect to a Non-Serviced Mortgage Loan.


  


Section 4.4      Evidence
of Nonrecoverability.


 


(a)          If
the Master Servicer or the Special Servicer determines at any time, in its sole discretion, exercised in good faith, that any Advance
previously made (or Unliquidated Advance in respect thereof) constitutes, or any proposed Advance, if made, would constitute, a
Nonrecoverable Advance, such determination shall be evidenced by an Officer’s Certificate delivered to the other such party,
the Trustee, the Depositor, the Certificate Administrator, the 17g-5 Information Provider, the Trust Advisor (other than during
any Subordinate Control Period), the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period) and the holder of any related Serviced B Note or Serviced Companion Loan (if the Advance relates to an A/B
Whole Loan or a Loan Pair, as applicable) by the Business Day prior to the Distribution Date. Such Officer’s Certificate
shall set forth the 


 






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reasons for such
determination of nonrecoverability, together with, to the extent such information, report or document is in the Master
Servicer’s or Special Servicer’s possession, and, if such information, reports or documents are used by the
Master Servicer or the Special Servicer, as applicable, to determine that any P&I Advance or Servicing Advance, as
applicable, would be a Nonrecoverable Advance, any related financial information such as related income and expense
statements, rent rolls, occupancy status, property inspections and any Appraisals performed within the last twelve (12)
months on the Mortgaged Property, any engineers’ reports, environmental surveys, internal final valuations or other
information relevant thereto which support such determination. If the Trustee determines at any time that any Advance
previously made by the Trustee constitutes, or any proposed Advance, if made by the Trustee, would constitute, a
Nonrecoverable Advance, such determination shall be evidenced by an Officer’s Certificate of a Responsible Officer of
the Trustee delivered to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the 17g-5
Information Provider, the holder of any related Serviced B Note or Serviced Companion Loan (if the Advance relates to an A/B
Whole Loan or a Loan Pair, as applicable), the Trust Advisor (other than during any Subordinate Control Period) and the
Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), stating the
reasons for such determination. In making any nonrecoverability determination as set forth above, the relevant party shall be
entitled (i) to consider (among other things) the obligations of the Mortgagor under the terms of the Mortgage Loan (or the
Hammond Square B Note, as applicable) as it may have been modified, (ii) to consider (among other things) the related
Mortgaged Properties in their “as is” or then-current conditions and occupancies as they actually are or may be
modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the
Special Servicer) regarding the possibility and effects of future adverse change with respect to such Mortgaged
Properties and/or (iii) to estimate and consider, consistent with the Servicing Standard in the case of the Master Servicer
or the Special Servicer (among other things), future expenses and/or the timing of recovery to such party. In addition, any
Person, in considering whether any proposed P&I Advance or Servicing Advance would be a Nonrecoverable Advance, shall be
entitled to give due regard to the existence of any Nonrecoverable Advance (including any related Advance Interest) or
Workout-Delayed Reimbursement Amounts with respect to other Mortgage Loans, A/B Whole Loans or Loan Pairs which, at the time
of such consideration, the reimbursement of which is being deferred or delayed by the Master Servicer, the Special Servicer
or the Trustee because there is insufficient principal available for such reimbursement, in light of the fact that proceeds
on the related Mortgage Loan, A/B Whole Loan or Loan Pair are a source of recovery not only for the Advance under
consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts which are or may be being deferred or delayed. Furthermore, the relevant party may, consistent with the Servicing
Standard in the case of the Master Servicer or the Special Servicer, update or change its nonrecoverability determinations at
any time in accordance with the terms hereof and may, consistent with the Servicing Standard in the case of the Master
Servicer or the Special Servicer, obtain from the Special Servicer any analysis, appraisals or other information in the
possession of the Special Servicer for such purposes. Any determination by the Special Servicer that any Advance previously
made (or Unliquidated Advance in respect thereof) constitutes a Nonrecoverable Advance shall be conclusive and binding on the
Master Servicer and the Trustee, and the Master Servicer and Trustee shall be entitled to rely conclusively on any such
determination by the Special Servicer.


 






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(b)          The
Trustee shall not make an Advance that the Master Servicer or the Special Servicer has previously determined in accordance with
the Servicing Standard to be a Nonrecoverable Advance (and, with respect to a Mortgage Loan included in a Loan Pair or any Non-Serviced
Mortgage Loan, shall not be required to make an Advance that the related Other Master Servicer has previously determined to be
a Nonrecoverable Advance). Notwithstanding any other provision of this Agreement, none of the Master Servicer, the Special Servicer
or the Trustee shall be obligated to, nor shall it, make any Advance or make any payment that is designated in this Agreement to
be an Advance, if it determines, with regard to the Trustee, in its good faith business judgment or, with respect to the Master
Servicer or Special Servicer, in accordance with the Servicing Standard that such Advance or such payment (including interest accrued
thereon at the Advance Rate) would be a Nonrecoverable Advance. Absent bad faith, the Master Servicer’s and Special Servicer’s
determinations in accordance with the above provisions shall be conclusive and binding on the Trustee, the Certificate Administrator
and the Certificateholders and may be conclusively relied on by the Trustee and each other. The Master Servicer or the Special
Servicer, as applicable, shall consider Unliquidated Advances in respect of prior P&I Advances and Servicing Advances as outstanding
Advances for purposes of nonrecoverability determinations as if such Unliquidated Advance were a P&I Advance or Servicing Advance,
as applicable.


 


(c)       Any
Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Trustee or Non-Serviced Mortgage Loan Fiscal Agent, as applicable,
shall be entitled to reimbursement for Pari Passu Loan Nonrecoverable Advances pursuant to and to the extent set forth in the related
Non-Serviced Mortgage Loan Intercreditor Agreement (with, in each case, any accrued and unpaid interest thereon provided for under
the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement) in the manner set forth in Section 5.2.


 


Section 4.5      Interest
on Advances; Calculation of Outstanding Advances with Respect to a Mortgage Loan. Any unreimbursed Advance funded from
the Master Servicer’s, the Special Servicer’s or the Trustee’s own funds shall accrue interest, compounded annually,
at a per annum rate equal to the Advance Rate, from and including the date such Advance was made to but not including the
date on which such Advance has been reimbursed; provided that neither the Master Servicer nor any other party shall be entitled
to interest accrued on the amount of any P&I Advance with respect to any Mortgage Loan for the period commencing on the date
of such P&I Advance and ending on the day on which the grace period applicable to the related Mortgagor’s obligation
to make the related Scheduled Payment expires pursuant to the related Mortgage Loan documents. All Late Collections on any Non-Serviced
Mortgage Loan in respect of interest shall, promptly following receipt thereof, be applied by the Master Servicer to reimburse
the interest component of any P&I Advance outstanding with respect to such Non-Serviced Mortgage Loan. Any party that makes
a P&I Advance with respect to any Non-Serviced Mortgage Loan shall provide to the applicable Non-Serviced Mortgage Loan Master
Servicer monthly, at least two (2) Business Days prior to the next succeeding Due Date for such Non-Serviced Mortgage Loan, written
notice of whether (and, if any, how much) Advance Interest will be payable on the interest component of that P&I Advance through
the next succeeding related Master Servicer Remittance Date. For purposes of determining whether a P&I Advance is outstanding,
amounts collected with respect to a particular Mortgage Loan (including a successor REO Mortgage Loan) and treated as collections
of principal or interest shall be applied first to reimburse the earliest P&I Advance, and then each


 






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succeeding P&I
Advance to the extent not inconsistent with Section 4.6. The Master Servicer shall use efforts consistent with the
Servicing Standard to collect (but shall have no further obligation to collect), with respect to the Mortgage Loans (other
than a Non-Serviced Mortgage Loan), the Serviced Companion Loans and the Serviced B Notes that are not Specially Serviced
Mortgage Loans, Penalty Charges from the Mortgagor in an amount sufficient to pay Advance Interest. The Master Servicer shall
be entitled to retain Excess Penalty Charges paid by any Mortgagor during a Collection Period with respect to any Mortgage
Loan or the Hammond Square B Note (other than the portion of such Excess Penalty Charges that relate to the period commencing
after the Servicing Transfer Event in respect of a Specially Serviced Mortgage Loan, as to which the Special Servicer shall
retain Excess Penalty Charges with respect to such Specially Serviced Mortgage Loan) as additional servicing compensation.
Penalty Charges shall be applied in accordance with Section 5.2(b).


 


Section 4.6      Reimbursement
of Advances and Advance Interest.


 


(a)          Advances
made with respect to each Mortgage Loan, Serviced Companion Loan, Serviced B Note, Specially Serviced Mortgage Loan or REO Property
(including Advances later determined to be Nonrecoverable Advances) and Advance Interest thereon shall be reimbursed to the extent
of the amounts identified to be applied therefor in Section 5.2. The aggregate of the amounts available to repay Advances
and Advance Interest thereon pursuant to Section 5.2 collected in any Collection Period with respect to Mortgage Loans,
any Serviced Companion Loan or any Serviced B Note or Specially Serviced Mortgage Loans or REO Property shall be an “Available
Advance Reimbursement Amount.”


 


(b)          To
the extent that Advances have been made on the Mortgage Loans, any Loan Pair, any A/B Whole Loan or any REO Loans, the Available
Advance Reimbursement Amount with respect to any Master Servicer Remittance Date shall be applied to reimburse (i) the Trustee
for any Advances outstanding to the Trustee with respect to any of such Mortgage Loans, Loan Pairs, A/B Whole Loans and/or REO
Loans, plus any Advance Interest owed to the Trustee with respect to such Advances, and then (ii) the Master Servicer and the Special
Servicer for any Advances outstanding thereto with respect to any of such Mortgage Loans, Loan Pairs, A/B Whole Loans and/or REO
Loans, plus any Advance Interest owed to the Master Servicer and the Special Servicer with respect to such Advances. To the extent
that any Advance Interest payable to the Master Servicer, the Special Servicer or the Trustee with respect to an Advance on a Specially
Serviced Mortgage Loan or REO Loan cannot be recovered from the related Mortgagor, the amount of such Advance Interest shall be
payable to the Trustee, the Special Servicer or the Master Servicer, as the case may be, from amounts on deposit in the Collection
Account (or sub-account thereof) or the Distribution Account, to the extent of amounts identified to be applied therefor, pursuant
to Section 5.2(a), Section 5.2(b) or Section 5.3(b)(ii). The Master Servicer’s, the Special Servicer’s
and the Trustee’s right of reimbursement under this Agreement for Advances, together with Advance Interest thereon, shall
be prior to the rights of the Certificateholders (and, in the case of a Serviced Companion Loan, the holder thereof and, in the
case of a Serviced B Note, the holder thereof) to receive any amounts recovered with respect to such Mortgage Loans, Serviced Companion
Loans, Serviced B Notes or REO Loans.


 


(c)          Advance
Interest will be paid to the Trustee, the Master Servicer and/or the Special Servicer (in accordance with the priorities specified
in the preceding paragraph) first,


 






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in accordance with Section 5.2(b), from Penalty Charges and Allocable Modification Fees
collected from the Mortgage Loans and, subject to the related Intercreditor Agreements, the Serviced Companion Loans and Serviced
B Note (including REO Loans) during any particular Collection Period during which the related Advance is reimbursed, and then from
Excess Liquidation Proceeds then available, prior to payment from any other amounts. Advance Interest payable to the Master Servicer,
the Special Servicer or the Trustee in respect of Servicing Advances on any Loan Pair shall be allocated to the Serviced Pari Passu
Mortgage Loan and the Serviced Companion Loan on a pro rata basis based upon the respective Unpaid Principal Balances thereof
(after taking into account any amount allocable to any related Serviced B Note, if any, in accordance with the terms of the related
Intercreditor Agreement).


 


(d)          Amounts
applied to reimburse Advances shall first be applied to reduce Advance Interest thereon that was not paid from amounts specified
in the preceding paragraph (c) and then to reduce the outstanding amount of such Advances.


 


(e)          To
the extent that the Special Servicer incurs out-of-pocket expenses, in accordance with the Servicing Standard, in connection with
servicing Specially Serviced Mortgage Loans, the Master Servicer shall reimburse the Special Servicer for such expenditures with
interest at the Advance Rate promptly (but no later than five (5) Business Days) after receiving an invoice and a report from the
Special Servicer, subject to Section 4.4. The Special Servicer shall not invoice the Master Servicer more than once per
calendar month and shall provide an Officer’s Certificate setting forth its expenses and appropriate documentation evidencing
such reimbursements. With respect to each Collection Period, the Special Servicer shall deliver such invoice and report to the
Master Servicer by the following Determination Date. All such amounts reimbursed by the Master Servicer shall be a Servicing Advance,
subject to Section 4.4. If the Master Servicer fails to reimburse the Special Servicer hereunder or the Master Servicer
determines that such Servicing Advance was or, if made, would be a Nonrecoverable Advance and the Master Servicer does not make
such payment, the Special Servicer shall notify the Master Servicer and the Certificate Administrator in writing of such nonpayment
and the amount payable to the Special Servicer and shall be entitled to receive reimbursement from the Trust in the same manner
as the Master Servicer would have been reimbursed for the Advance with interest at the Advance Rate. The Master Servicer, the Certificate
Administrator and the Trustee shall have no obligation to verify the amount payable to the Special Servicer pursuant to this Section
4.6(e) and circumstances surrounding the notice delivered by the Special Servicer pursuant to this Section 4.6(e).


 


ARTICLE
V

ADMINISTRATION OF THE TRUST


 


Section 5.1      Collections.


 


(a)          On
or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to
be maintained, a separate account or accounts (either of which may include the A/B Whole Loan Custodial Account relating to the
Hammond Square A/B Whole Loan), which accounts must be Eligible Accounts, in the name of “Wells
Fargo Bank, National Association, as Master Servicer on behalf of Wilmington Trust, National Association, as Trustee for the benefit
of the Holders of Morgan Stanley Bank of 


  






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America
Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27” or, with respect to any account
for the benefit of Certificateholders and Serviced Companion Loan and/or Serviced B Note holders, “Wells Fargo Bank, National
Association, as Master Servicer on behalf of Wilmington Trust, National Association, as Trustee for the benefit of the Holders
of Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27
and the holders of the related Serviced Companion Loans and/or Serviced B Notes, as their interests may appear” (collectively,
the “Collection Account”).


  


(b)          On
or prior to the date the Master Servicer shall first deposit funds in a Collection Account, the Master Servicer shall give to the
Certificate Administrator and the Trustee prior written notice of the name and address of the depository institution at which such
account is maintained and the account number of such account. The Master Servicer shall take such actions as are necessary to cause
the depository institution holding the Collection Account to hold such account in the name of the Master Servicer as provided in
Section 5.1(a), subject to the Master Servicer’s (or its sub-servicer’s) right to direct payments and investments
and its rights of withdrawal under this Agreement.


 


(c)          On
the Closing Date, the Depositor shall deliver to the Master Servicer the Initial Deposit (less the Initial Due Date Loan Initial
Deposit), and the Master Servicer shall deposit into the Collection Account the Initial Deposit (less the Initial Due Date Loan
Initial Deposit) on that date. The Master Servicer shall deposit, or cause to be deposited, into the Collection Account on the
Business Day following receipt of properly identified funds (provided, that to the extent any of the following amounts are
received after 2:00 p.m. (Eastern time) on any given Business Day, the Master Servicer shall use commercially reasonable efforts
to deposit such amounts into the Collection Account within one (1) Business Day of receipt of such amounts but, in any event, the
Master Servicer shall deposit such amounts into the Collection Account within two (2) Business Days of receipt of such amounts),
the following amounts received by it (including amounts remitted to the Master Servicer by the Special Servicer from an REO Account
pursuant to Section 9.14), other than in respect of interest and principal on the Mortgage Loans, any Serviced Companion
Loan or any Serviced B Note due (or deemed due) on or before the Cut-Off Date, which shall be remitted to the related Seller:


 


(A)        Principal:
all payments on account of principal, including Principal Prepayments, the principal component of Scheduled Payments, and any Late
Collections in respect thereof, on the Mortgage Loans, any Serviced Companion Loan and any Serviced B Note;


 


(B)         Interest:
all payments on account of interest on the Mortgage Loans, any Serviced Companion Loan and any Serviced B Note (minus any portion
of any such payment that is allocable to the period prior to the Cut-Off Date which shall be remitted to the Depositor and excluding
Interest Reserve Amounts to be deposited in the Interest Reserve Account pursuant to Section 5.3(b) below);


 


(C)         Liquidation
Proceeds: all Liquidation Proceeds with respect to the Mortgage Loans, any Serviced Companion Loan and any Serviced B Note;


 






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(D)         Insurance
Proceeds: all Insurance Proceeds other than proceeds to be applied to the restoration or repair of the property subject to
the related Mortgage or released to the related Mortgagor in accordance with the Servicing Standard, which proceeds shall be deposited
by the Master Servicer into an Escrow Account and not deposited in the Collection Account;


 


(E)         Condemnation
Proceeds: all Condemnation Proceeds other than proceeds to be applied to the restoration or repair of the property subject
to the related Mortgage or released to the related Mortgagor in accordance with the Servicing Standard, which proceeds shall be
deposited by the Master Servicer into an Escrow Account and not deposited in the Collection Account;


 


(F)         REO
Income: all REO Income received from the Special Servicer;


 


(G)         Investment
Losses: any amounts required to be deposited by the Master Servicer pursuant to Section 5.1(e) in connection with losses
realized on Eligible Investments with respect to funds held in the Collection Account and amounts required to be deposited by the
Special Servicer pursuant to Section 9.14(b) in connection with losses realized on Eligible Investments with respect to
funds held in the REO Account;


 


(H)         Advances:
all P&I Advances, unless made directly to the Distribution Account;


 


(I)           Other:
all Prepayment Premiums, Penalty Charges, Modification Fees
and Assumption Fees and any and all other amounts required to be deposited in the Collection Account pursuant to this Agreement,
including Purchase Proceeds of any Mortgage Loans (or the Hammond Square B Note) repurchased by a Seller or substitution shortfall
amounts (as set forth in the second (2nd) paragraph of Section 2.3(a)) paid by a Seller in connection
with the substitution of any Qualifying Substitute Mortgage Loans, payments or recoveries in respect of Unliquidated Advances
or in respect of Nonrecoverable Advances paid from principal collections on the Mortgage Loan or the Hammond Square B Note, as
applicable, pursuant to Section 5.2(a)(II), any Actual Recoveries of Trust Advisor Expenses, any other amounts received
with respect to any Serviced Companion Loan and with respect to any Serviced B Note, and all other amounts received pursuant to
the cure and purchase rights set forth in the applicable Intercreditor Agreement; and


  


(J)           to
the extent not otherwise set forth above, all amounts received from each Non-Serviced Mortgage Loan Master Servicer, Non-Serviced
Mortgage Loan Special Servicer, Non-Serviced Mortgage Loan Trustee or Non-Serviced Mortgage Loan Certificate Administrator pursuant
to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and Non-Serviced Mortgage Loan Intercreditor Agreement.


 


With respect to any A/B
Whole Loan, the Master Servicer shall establish and maintain one or more sub-accounts of the Collection Account (each an “A/B
Whole Loan Custodial Account”) into which the Master Servicer shall deposit any amounts described above that are required
to be paid to the holder of the related Serviced B Note pursuant to the terms of the related Intercreditor Agreement, in each case
on the same day as the deposit thereof into the


 






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Collection Account. Any A/B Whole Loan Custodial Account shall be held in the name
of “Wells Fargo Bank, National Association, as Master Servicer for the benefit of the holder of the related Serviced B Note”
and (other than with respect to the Hammond Square B Note) shall not be part of any REMIC Pool or the Grantor Trust.


 


With respect to any Loan
Pair, the Master Servicer shall establish and maintain one or more sub-accounts of the Collection Account (each, a “Serviced
Companion Loan Custodial Account”) into which the Master Servicer shall deposit any amounts described above that are
required to be paid to the holder of the related Serviced Companion Loan pursuant to the terms of the related Intercreditor Agreement
(or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable
Mortgage Loan documents), in each case on the same day as the deposit thereof into the Collection Account. Each Serviced Companion
Loan Custodial Account shall be held in the name of “Wells Fargo Bank, National Association, as Master Servicer for the benefit
of the holder of the related Serviced Companion Loan” and shall not be part of any REMIC Pool or the Grantor Trust.


 


Remittances from any
REO Account to the Master Servicer for deposit in the Collection Account shall be made by the Special Servicer no later than the
Special Servicer Remittance Date.


 


(d)          Reserved.


 


(e)          Funds
in the Collection Account (including any Custodial Accounts) may be invested and, if invested, shall be invested by, and at the
risk of, the Master Servicer in Eligible Investments selected by the Master Servicer which shall mature, unless payable on demand,
not later than the Business Day immediately preceding the next Master Servicer Remittance Date, and any such Eligible Investment
shall not be sold or disposed of prior to its maturity unless payable on demand. All such Eligible Investments shall be made in
the name of “Wilmington Trust, National Association, as Trustee for the benefit of the Holders of the Morgan Stanley Bank
of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27 and the holder of any related
Serviced Companion Loan or Serviced B Note, as their interests may appear.” None of the Depositor, the Mortgagors, the Underwriters,
the Initial Purchasers, the Sellers, the Special Servicer, the Certificate Administrator, the Trustee or the Trust Advisor shall
be liable for any loss incurred on such Eligible Investments.


 


An amount equal to all
income and gain realized from any such investment (net of any portion thereof applied to offset losses on other investments) shall
be paid to the Master Servicer as additional servicing compensation and shall be subject to its withdrawal at any time from time
to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Master Servicer which
shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Collection Account (and,
solely to the extent that the loss is of an amount credited to a Custodial Account, deposit to such Custodial Account) out of its
own funds immediately as realized; provided that, such investment losses shall not include any loss with respect
to such investment which is incurred solely as a result of the insolvency of the federal or state chartered depositary institution
or trust company at which such Investment Account is maintained, so long as such depositary institution or trust company


 






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(a) satisfied
the qualifications set forth in the definition of “Eligible Account” both at the time such investment was made and
as of a date not more than thirty (30) days prior to the date of such loss and (b) is not the Person that made the relevant investment.
If the Master Servicer deposits in or transfers to the Collection Account or any Custodial Account, as the case may be, any amount
not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount
from the Collection Account or such Custodial Account, as the case may be, any provision herein to the contrary notwithstanding.


 


(f)           Except
as expressly provided otherwise in this Agreement, if any default occurs in the making of a payment due under any Eligible Investment,
or if a default occurs in any other performance required under any Eligible Investment, the Certificate Administrator, on behalf
of the Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and
prosecution of appropriate proceedings; provided that if the Master Servicer shall have deposited in the Collection Account
or the related Custodial Account, as applicable, an amount equal to all amounts due under any such Eligible Investment (net of
anticipated income or earnings thereon that would have been payable to the Master Servicer as additional servicing compensation)
the Master Servicer shall have the sole right to enforce such payment or performance.


 


(g)          If
a Mortgage Loan or the Hammond Square B Note, as applicable, provides for payment by the Mortgagor to the Master Servicer of amounts
to be used for payment of Escrow Amounts for the account of the Mortgagor, the Master Servicer shall deal with these amounts in
accordance with the Servicing Standard, the terms of the related Mortgage Loans and Sections 8.3(e) and 10.3 hereof
and the terms and conditions of any related Intercreditor Agreement. Schedule VII sets forth those Mortgage Loans as to
which an upfront reserve was collected at closing in an amount in excess of $75,000 with respect to specific immediate work, including
engineering work, completion of additional construction, environmental remediation or similar one-time projects (but not with respect
to escrow accounts maintained for ongoing obligations, such as real estate taxes, insurance premiums, ongoing property maintenance,
replacements and capital improvements or debt service).


 


Section 5.2      Withdrawals
of Funds in the Collection Account.


 


(a)          Subsection
(I). The Master Servicer shall, from time to time, make withdrawals from the Collection Account (from the amounts specified
for such purposes) for the following purposes (such list not to constitute an order of priority) and remit the amounts so withdrawn
by wire transfer prior to 3:00 p.m. (New York City time), on the related Master Servicer Remittance Date, in immediately available
funds to the account specified in this Section or otherwise (1) to such account as it shall determine from time to time, in the
case of amounts payable to the Master Servicer from the Collection Account (or, insofar as they relate to a Serviced B Note or
Serviced Companion Loan, from the related Custodial Account) pursuant to clauses (i), (ii), (iii), (iv),
(vi), (viii) and (ix) below; (2) to the account specified in writing by the Certificate Administrator from
time to time, in the case of amounts payable to the Certificate Administrator, the Custodian and the Trustee from the Collection
Account (or, insofar as they relate to a Serviced B Note or Serviced Companion Loan, from the related Custodial Account) pursuant
to clauses (ii), (iii), (v), (vi), (xi), (xii) and (xiii) below; and (3) to the
Special Servicer from time to time, in the case of amounts payable to the Special Servicer from the Collection


 






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Account (or, insofar
as they relate to a Serviced B Note or Serviced Companion Loan, from the related Custodial Account) pursuant to clauses (i),
(ii), (iv), (vi), (vii) and (ix) below; and (4) to the Trust Advisor from time to time, in the
case of amounts payable to the Trust Advisor from the Collection Account (or, insofar as they relate to a Serviced B Note or Serviced
Companion Loan, from the related Custodial Account) pursuant to clause (iv) below:


 


(i)             Fees:
the Master Servicer shall apply Penalty Charges and Allocable Modification Fees in accordance with Section 5.2(b), and shall
pay any Excess Modification Fees, Excess Penalty Charges and Assumption Fees to the Master Servicer and/or the Special Servicer
in accordance with Section 8.10 and/or Section 9.11, as applicable;


 


(ii)            Servicing
Advances (including amounts later determined to be Nonrecoverable Advances): (A) in the case of all Mortgage Loans, Serviced
Companion Loans, Serviced B Notes and REO Mortgage Loans, subject to clause (B) below and subsection (iv) of Section
5.2(a)(II), to reimburse or pay to the Master Servicer, the Special Servicer and the Trustee pursuant to Section 4.6,
(x) prior to a Final Recovery Determination or determination in accordance with Section 4.4 that any Advance is a Nonrecoverable
Advance, Servicing Advances on the related Mortgage Loan, Serviced Companion Loan, REO Mortgage Loan or Serviced B Note, as applicable,
from payments made by the related Mortgagor of the amounts to which a Servicing Advance relates or from REO Income from the related
REO Property or from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds or Purchase Proceeds and, to the extent that
a Servicing Advance has been or is being reimbursed, with any related Advance Interest thereon first, from related Penalty Charges
and Allocable Modification Fees in accordance with Section 5.2(b), and then from Excess Liquidation Proceeds then available
and then from any other amounts on deposit in the Collection Account (including from general collections), or (y) after a Final
Recovery Determination or determination that any Servicing Advance on the related Mortgage Loan, Serviced Companion Loan, REO Mortgage
Loan or Serviced B Note is a Nonrecoverable Advance in accordance with Section 4.4, any Servicing Advances made on the related
Mortgage Loan, related Serviced Companion Loan, related Serviced B Note or REO Property from any funds on deposit in the Collection
Account (regardless of whether such amount was recovered from the applicable Mortgage Loan, Serviced Companion Loan, Serviced B
Note or REO Property) and pay Advance Interest thereon first, from related Penalty Charges and Allocable Modification Fees in accordance
with Section 5.2(b), then from Excess Liquidation Proceeds then available and then from any other amounts on deposit in
the Collection Account (including from general collections); and (B) in the case of any Non-Serviced Mortgage Loan and from any
funds on deposit in the Collection Account, to reimburse the applicable Non-Serviced Mortgage Loan Master Servicer, the applicable
Non-Serviced Mortgage Loan Special Servicer and the applicable Non-Serviced Mortgage Loan Trustee for Pari Passu Loan Nonrecoverable
Advances and any accrued and unpaid interest thereon provided for under the related Non-Serviced Mortgage Loan Intercreditor Agreement
and Non-Serviced Mortgage Loan Pooling and Servicing Agreement;


 






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(iii)           P&I
Advances (including amounts later to be determined to be Nonrecoverable Advances): in the case of all Mortgage Loans, subject
to subsection (iv) of Section 5.2(a)(II), to reimburse or pay to the Master Servicer and the Trustee, pursuant to
Section 4.6, (x) if prior to a Final Recovery Determination or determination that any Advance is a Nonrecoverable Advance,
any P&I Advances on a Mortgage Loan or REO Mortgage Loan from Late Collections made by the Mortgagor of the amounts to which
a P&I Advance relates, or REO Income from the related REO Property or from Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds or Purchase Proceeds and, to the extent that a P&I Advance has been or is being reimbursed, any related Advance Interest
thereon, first, from related Penalty Charges and Allocable Modification Fees in accordance with Section 5.2(b), and then
from Excess Liquidation Proceeds then available and then from any other amounts on deposit in the Collection Account (including
from general collections), or (y) if after a Final Recovery Determination or determination in accordance with Section 4.4
that any P&I Advance is a Nonrecoverable Advance, any P&I Advances made on a Mortgage Loan or REO Mortgage Loan from funds
on deposit in the Collection Account (regardless of whether such amount was recovered from the applicable Mortgage Loan or REO
Property) and any Advance Interest thereon, first, from related Penalty Charges and Allocable Modification Fees in accordance with
Section 5.2(b), then from Excess Liquidation Proceeds then available and then from any other amounts on deposit in the Collection
Account (including from general collections);


 


(iv)          Servicing
Fees, Special Servicer Compensation and Trust Advisor Fees: to pay to itself the Master Servicing Fee, subject to reduction
for any Compensating Interest, to pay to the Special Servicer the Special Servicing Fee and the Workout Fee and to pay to the Trust
Advisor the Trust Advisor Fee (exclusive of any TA Unused Fees) and any unpaid Trust Advisor Consulting Fees (but only to the extent
such Trust Advisor Consulting Fees were received from the related Mortgagor);


 


(v)            Trustee
Fee, Custodian Fee and Certificate Administrator Fee: to pay to the Distribution Account for withdrawal by the Certificate
Administrator for payment to itself, the Custodian and the Trustee, the Certificate Administrator Fee (inclusive of the Trustee
Fee and the Custodian Fee);


 


(vi)           Expenses
of Trust: to pay to the Person entitled thereto (other than the Trust Advisor) any amounts specified herein to be Additional
Trust Expenses (at the time set forth herein or in the definition thereof), and any other amounts that in fact constitute Additional
Trust Expenses whose payment is not more specifically provided for in this Agreement; provided that the Depositor shall
not be entitled to receive reimbursement for performing its duties under this Agreement;


 


(vii)          Liquidation
Fees: upon the occurrence of a Final Recovery Determination to pay to the Special Servicer from the Collection Account, the
amount certified by the Special Servicer equal to the Liquidation Fee, to the extent provided in Section 9.11 hereof;


 






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(viii)         Investment
Income: to pay to itself net income and gain realized on the investment of funds deposited in the Collection Account (including
any Custodial Accounts);


 


(ix)           Prepayment
Interest Excesses: to pay to the Master Servicer the amount of the aggregate Prepayment Interest Excesses relating to Mortgage
Loans and the Hammond Square B Note, in each case if it is not a Specially Serviced Mortgage Loan, received during the most recently
ended Collection Period (to the extent not offset by Prepayment Interest Shortfalls relating to such Mortgage Loans and the Hammond
Square B Note incurred during the most recently ended Collection Period); and to pay to the Special Servicer the amount of the
aggregate Prepayment Interest Excesses relating to Mortgage Loans and the Hammond Square B Note, in each case that was a Specially
Serviced Mortgage Loan that was subject to a voluntary Principal Prepayment during the most recently ended Collection Period (not
from Liquidation Proceeds or from modifications to Specially Serviced Mortgage Loans), to the extent not offset by Prepayment Interest
Shortfalls relating to such Mortgage Loan or the Hammond Square B Note incurred during the most recently ended Collection Period;


 


(x)            CREFC®
License Fee: to pay to CREFC (solely to the extent of funds available in the Collection Account following the withdrawal of
the amounts described in clauses (i) through (ix) above), the CREFC® License Fee;


 


(xi)           Correction
of Errors: to withdraw funds deposited in the Collection Account in error;


 


(xii)          Distribution
Account: to make payment on each Master Servicer Remittance Date of the remaining amounts in the Collection Account (including
any Excess Interest and Actual Recoveries of Trust Advisor Expenses) to the Distribution Account or applicable sub-account thereof
(or in the case of any Excess Interest, deposit to the Excess Interest Sub-account under Section 5.3(b)), other than amounts
held for payment in future periods or pursuant to clause (xiii) below;


 


(xiii)         Certain
Reserve Accounts: to make payments on each Master Servicer Remittance Date to (A) the Excess Liquidation Proceeds Reserve Account
of any Excess Liquidation Proceeds not otherwise applied to pay Advance Interest and (B) the TA Unused Fees Reserve Account of
any TA Unused Fees; and


 


(xiv)         Clear
and Terminate: to clear and terminate the Collection Account in connection with the termination of the Trust;


 


provided, that in the case of any
Serviced B Note for which an A/B Whole Loan Custodial Account is required to be established by the Master Servicer:


 


(A)        to
the extent consistent with the related Intercreditor Agreement, the Master Servicer shall be entitled to make transfers from time
to time, from the related A/B Whole Loan Custodial Account to the portion of the Collection Account that does not constitute any
such Custodial Account, of amounts necessary for the payments or reimbursement of amounts described in any one or more of clauses
(i), (ii), (iii), (iv), (vi),


 






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(vii) and (viii) above, but only insofar as the payment
or reimbursement described therein arises from or is related to the corresponding A/B Whole Loan and is allocable to (or, subject
to lack of availability at the time, would otherwise have originally been paid out of collections on) such Serviced B Note pursuant
to this Agreement or the related Intercreditor Agreement, and the Master Servicer shall also be entitled to make transfers from
time to time, from the related A/B Whole Loan Custodial Account to the portion of the Collection Account that does not constitute
any such Custodial Account, of amounts transferred to the related A/B Whole Loan Custodial Account in error, and amounts necessary
for the clearing and termination of the Collection Account in connection with the termination of the Trust;


 


(B)         the
Master Servicer shall be entitled to make transfers from time to time, from the related A/B Whole Loan Custodial Account to the
portion of the Collection Account that does not constitute any such Custodial Account, of amounts not otherwise described in clause
(A) above to which the holder of the related A Note or Mortgage Loan is entitled under the related A/B Whole Loan or Loan Pair,
as applicable, and the related Intercreditor Agreement (including in respect of interest, principal and Prepayment Premiums in
respect of the A Note or Mortgage Loan, as applicable (whether or not by operation of any provision of the related Intercreditor
Agreement that entitles the holder of such A Note or Mortgage Loan, as applicable, to receive remittances in amounts calculated
without regard to any modification, waiver or amendment of the economic terms of such A Note or Mortgage Loan, as applicable));
and


 


(C)         unless otherwise set forth in the related Intercreditor Agreement, the Master Servicer shall on each Master
Servicer Remittance Date remit to the holder of the related Serviced B Note (or, if applicable, the Certificate Administrator)
all amounts on deposit in the applicable A/B Whole Loan Custodial Account for the Hammond Square A/B Whole Loan (net of amounts
permitted or required to be transferred therefrom as set forth in clauses (A) and/or (B) above), to the extent
that the holder of such Serviced B Note is entitled thereto under the related Intercreditor Agreement (including by way of the
operation of any provision of the related Intercreditor Agreement that entitles a holder (or Person on its behalf) of the Hammond
Square B Note to reimbursement of cure payments made by it);





 


and provided, further, that
in the case of any Serviced Companion Loan:


 


(A)         to
the extent consistent with the related Intercreditor Agreement, the Master Servicer shall be entitled to make transfers from time
to time, from the related Serviced Companion Loan Custodial Account to the portion of the Collection Account that does not constitute
any such Custodial Account, of amounts necessary for the payments or reimbursement of amounts described in any one or more of clauses
(i), (ii), (iv), (vi), (vii) and (viii) above, but only insofar as the payment or reimbursement
described therein arises from or is related to the corresponding Loan Pair and is allocable to, and may (in accordance with the
related Intercreditor Agreement) be paid out of amounts otherwise payable to the holder of, the related Serviced Companion Loan,
and the Master Servicer shall also be entitled to make transfers from time to time, from the related Serviced Companion Loan Custodial
Account to the portion of the Collection 


 






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Account
that does not constitute any Custodial Account, of amounts transferred to the related Serviced Companion Loan Custodial
Account in error, and amounts necessary for the clearing and termination of the Collection Account in connection with the
termination of the Trust;


 


(B)         the
Master Servicer shall be entitled to make transfers from time to time, from the related Serviced Companion Loan Custodial Account
to the portion of the Collection Account that does not constitute any such Custodial Account, of amounts not otherwise described
in clause (A) above to which the holder of the related Serviced Pari Passu Mortgage Loan is entitled under the related Intercreditor
Agreement (including in respect of interest, principal and Prepayment Premiums); and


 


(C)         the
Master Servicer shall, on either (x) the date set forth in the related Intercreditor Agreement for remittances (or, if none, on
the first (1st) Business Day after receipt of properly identified funds (provided, that if any such amounts are
received after 2:00 p.m. (Eastern time) on any given Business Day, the Master Servicer shall use commercially reasonable efforts
to remit such funds within one (1) Business Day of receipt of such amounts but, in any event, the Master Servicer shall remit such
funds within two (2) Business Days of receipt of such amounts)) or (y) such other date as may be agreed to between the Master Servicer
and the holder of the related Serviced Companion Loan (in their respective sole discretion), remit to the holder of the related
Serviced Companion Loan all amounts on deposit in the related Serviced Companion Loan Custodial Account (net of amounts permitted
or required to be transferred therefrom as set forth in clauses (A) and/or (B) above), to the extent that the holder
of such Serviced Companion Loan is entitled thereto under the related Intercreditor Agreement.


 


The Master Servicer shall
pay to each of the Special Servicer (or, in the case of an emergency, to third party contractors at the written direction of the
Special Servicer), the Trust Advisor, the Custodian, the Trustee and the Certificate Administrator, as applicable, from the applicable
Collection Account, amounts permitted to be paid thereto from such account promptly upon receipt on or prior to the related Determination
Date of a written statement of an officer of the Special Servicer, an officer of the Trust Advisor or a Responsible Officer of
the Trustee, the Custodian or the Certificate Administrator, as the case may be, describing the item and amount to which the Special
Servicer (or, in the case of an emergency, such third party contractor), the Trust Advisor, the Trustee, the Custodian or the Certificate
Administrator, as the case may be, is entitled (unless such payment to the Special Servicer, the Trust Advisor, the Trustee, the
Custodian or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a
written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall have no duty
to recalculate or investigate (absent manifest error) the amounts stated therein. The parties seeking payment pursuant to this
Section shall each keep and maintain a separate accounting for the purpose of justifying any request for withdrawal from each Collection
Account, on a loan by loan basis.


 


No decision by the Master
Servicer or the Trustee under either this Section 5.2(a)(I) or subsection (iv) of Section 5.2(a)(II), to defer
the reimbursement of Advances and/or Advance Interest shall be construed as an agreement by the Master Servicer to 


 






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subordinate
(in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement during such period
of deferral.


 


Expenses incurred with
respect to any A/B Whole Loan or Loan Pair shall be allocated in accordance with the related Intercreditor Agreement (or with respect
to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents).
The Master Servicer shall keep and maintain a separate accounting for each Mortgage Loan, Serviced Companion Loan and Serviced
B Note for the purpose of justifying any withdrawal or transfer from the Collection Account and any Custodial Account, as applicable.
If funds collected in respect of the A Notes (or, in the case of a Loan Pair with a Serviced B Note, if any, in respect of the
related Mortgage Loan and Serviced Companion Loan(s)) are insufficient to pay the Master Servicing Fee in respect thereof, then
the Master Servicer shall be entitled to withdraw the amount of such shortfall from the collections on, and other proceeds of,
the Serviced B Note that are held in the related Custodial Account. The Master Servicer shall not be permitted to withdraw any
funds from the portion of the Collection Account that does not constitute such Custodial Account unless there are no remaining
funds in such Custodial Account available and required to be paid in accordance with the related Intercreditor Agreement.


 


Subsection (II).
The provisions of this subsection II of this Section 5.2(a) shall apply notwithstanding any contrary provision of
subsection (I) of this Section 5.2(a):


 


(i)           Identification
of Workout-Delayed Reimbursement Amounts. If any Advance made with respect to any Mortgage Loan or the Hammond Square B Note
on or before the date on which such Mortgage Loan or the Hammond Square B Note, as applicable, becomes (or, but for the requirement
that the Mortgagor shall have made three (3) consecutive scheduled payments under its modified terms, would then constitute) a
Rehabilitated Mortgage Loan, together with Advance Interest accrued thereon, is not, pursuant to the operation of the provisions
of Section 5.2(a)(I), reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage
Loan or the Hammond Square B Note, as applicable, becomes a Rehabilitated Mortgage Loan, such Advance, together with such Advance
Interest, shall constitute a “Workout-Delayed Reimbursement Amount” to the extent that such amount has not been
determined to constitute a Nonrecoverable Advance. All references herein to “Workout-Delayed Reimbursement Amount”
shall be construed always to mean the related Advance and any Advance Interest thereon, together with any further Advance Interest
that accrues on the unreimbursed portion of such Advance from time to time in accordance with the other provisions of this Agreement.
That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right
of any Person hereunder to determine that such amount instead constitutes a Nonrecoverable Advance.


 


(ii)          General
Relationship of Provisions. Subsection (iii) below (subject to the terms and conditions thereof) sets forth the terms
of and conditions to the right of a Person to be reimbursed for any Workout-Delayed Reimbursement Amount to the extent that such
Person is not otherwise entitled to reimbursement and payment of such Workout-Delayed Reimbursement Amount


 






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pursuant to
the operation of Section 5.2(a)(I) above. Subsection (iv) below (subject to the terms and conditions thereof)
authorizes the Master Servicer to abstain from reimbursing itself (or, if applicable, the Trustee to abstain from obtaining
reimbursement) for Nonrecoverable Advances under certain circumstances at its sole option. Upon any determination that all or
any portion of a Workout-Delayed Reimbursement Amount constitutes a Nonrecoverable Advance, then the reimbursement or payment
of such amount (and any further Advance Interest that may accrue thereon) shall cease to be subject to the operation of subsection
(iii) below, such amount (and further Advance Interest) shall be as fully payable and reimbursable to the relevant Person
as would any other Nonrecoverable Advance (and Advance Interest thereon) and, as a Nonrecoverable Advance, such amount may
become the subject of the Master Servicer’s (or, if applicable, the Trustee’s) exercise of its sole option
authorized by subsection (iv) below.


 


(iii)          Reimbursements
of Workout-Delayed Reimbursement Amounts. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be
entitled to reimbursement and payment for all Workout-Delayed Reimbursement Amounts in each Collection Period; provided
that the aggregate amount (for all such Persons collectively) of such reimbursements and payments in such Collection Period shall
not exceed (and the reimbursement and payment shall be made from) (i) with respect to Workout-Delayed Reimbursement Amounts in
respect of the Mortgage Loans, the aggregate amount in the Collection Account allocable to principal received with respect to the
Mortgage Loans for such Collection Period contemplated by clause (I)(A) of the definition of Principal Distribution Amount
(but not including any such amounts that constitute Advances) and net of any Nonrecoverable Advances then outstanding and reimbursable
from such principal in accordance with Section 5.2(a)(II)(iv) below and (ii) with respect to Workout-Delayed Reimbursement
Amounts in respect of the Hammond Square B Note, the aggregate amount in the Collection Account allocable to principal received
with respect to the Hammond Square B Note for such Collection Period contemplated by clause (I)(A) of the definition of
Class HMD Principal Distribution Amount (but not including any such amounts that constitute Advances) and net of any Nonrecoverable
Advances then outstanding and reimbursable from such principal in accordance with Section 5.2(a)(II)(iv) below. As and to
the extent provided in clause (II)(A) of the definition thereof, the Principal Distribution Amount or Class HMD Principal
Distribution Amount, as applicable, for the Distribution Date related to such Collection Period shall be reduced to the extent
that such payment or reimbursement of a Workout-Delayed Reimbursement Amount is made from the aggregate amount in the Collection
Account allocable to principal pursuant to the preceding sentence.


 


(iv)         Reimbursement
of Nonrecoverable Advances; Sole Option to Abstain from Reimbursements of Certain Nonrecoverable Advances. To the extent that
Section 5.2(a)(I) otherwise entitles each of the Master Servicer, the Special Servicer and the Trustee to reimbursement
for any Nonrecoverable Advance (or payment of Advance Interest thereon from a source other than Penalty Charges and Allocable
Modification


 






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Fees on the
related Mortgage Loan or the Hammond Square B Note, as applicable) during any Collection Period, then, notwithstanding any contrary
provision of subsection (I) above, (a) to the extent that one or more such reimbursements and payments of Nonrecoverable
Advances (and such Advance Interest thereon) are made, such reimbursements and payments shall be made, (x) with respect to Nonrecoverable
Advances with respect to any Mortgage Loan, first, from the aggregate amount in the Collection Account allocable to principal
received with respect to the Mortgage Loans for such Collection Period contemplated by clause (I)(A) of the definition
of Principal Distribution Amount (but not including any such amounts that constitute Advances, and prior to any deduction for
Workout-Delayed Reimbursement Amounts (and Advance Interest thereon) that were reimbursed or paid during the related Collection
Period from amounts allocable to principal received with respect to the Mortgage Loans, as described by clause (II)(A)
of the definition of Principal Distribution Amount and pursuant to subsection (iii) of Section 5.2(a)(II)), and
then from other collections (including interest) on the Mortgage Loans for such Collection Period, and (y) with respect
to Nonrecoverable Advances with respect to the Hammond Square B Note, first, from the aggregate amount in the Collection
Account allocable to principal received with respect to the Hammond Square B Note for such Collection Period contemplated by clause
(I)(A) of the definition of Class HMD Principal Distribution Amount (but not including any such amounts that constitute Advances,
and prior to any deduction for Workout-Delayed Reimbursement Amounts (and Advance Interest thereon) that were reimbursed or paid
during the related Collection Period from amounts allocable to principal received with respect to the Hammond Square B Note, as
described by clause (II)(A) of the definition of Class HMD Principal Distribution Amount and pursuant to subsection
(iii) of Section 5.2(a)(II)), and then, from the aggregate amount in the Collection Account allocable
to principal received with respect to the Hammond Square Mortgage Loan for such Collection Period contemplated by clause (I)(A)
of the definition of Principal Distribution Amount (but not including any such amounts that constitute Advances, and prior
to any deduction for Workout-Delayed Reimbursement Amounts (and Advance Interest thereon) that were reimbursed or paid during
the related Collection Period from amounts allocable to principal received with respect to the Hammond Square Mortgage Loan, as
described by clause (II)(A) of the definition of Principal Distribution Amount and pursuant to subsection (iii)
of Section 5.2(a)(II)), and then, with respect to such Nonrecoverable Advances that are Servicing Advances, from
other collections (including interest) on the Mortgage Loans for such Collection Period and (b) if and to the extent that the
amount of such a Nonrecoverable Advance (and Advance Interest thereon), together with all Nonrecoverable Advances (and Advance
Interest thereon) theretofore reimbursed during such Collection Period, would exceed such principal on the Mortgage Loans or the
Hammond Square B Note, as applicable, for such Collection Period (and Advance Interest thereon), the Master Servicer (and the
Trustee, if it made the relevant Advance) is hereby authorized (but shall not be construed to have any obligation whatsoever),
if it elects at its sole option, to abstain from reimbursing itself (notwithstanding that it is entitled to such reimbursement)
during that Collection Period for all or a portion of such Nonrecoverable Advance (and Advance Interest thereon), provided
that the aggregate amount that is deferred with respect to all Nonrecoverable Advances (and Advance Interest thereon) with
respect to all Mortgage Loans (or, with


 






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respect to the Class HMD Certificates,
the Hammond Square B Note) for any particular Collection Period is less than or equal to such excess described above in this clause
(b). If the Master Servicer (or the Trustee) makes such an election at its sole option to defer reimbursement
with respect to all or a portion of a Nonrecoverable Advance (and Advance Interest thereon), then such Nonrecoverable Advance (and
Advance Interest thereon) or portion thereof shall continue to be fully reimbursable in any subsequent Collection Period to the
same extent as set forth above. In connection with a potential election by the Master Servicer or the Trustee to abstain from the
reimbursement of a particular Nonrecoverable Advance or portion thereof during the Collection Period for any Distribution Date,
the Master Servicer (or the Trustee) shall further be authorized to wait for principal collections to be received before making
its determination of whether to abstain from the reimbursement of a particular Nonrecoverable Advance or portion thereof until
the end of the Collection Period.


 


None of the
Master Servicer or the Trustee shall have any liability whatsoever for making an election, or refraining from making an election,
that is authorized under this subsection (II)(iv). The foregoing shall not, however, be construed to limit any liability
that may otherwise be imposed on such Person for any failure by such Person to comply with the conditions to making such an election
under this subsection (II)(iv) or to comply with the terms of this subsection (II)(iv) and the other provisions of
this Agreement that apply once such an election, if any, has been made.


 


Any election
by the Master Servicer (or the Trustee) to abstain from reimbursing itself for any Nonrecoverable Advance (and Advance Interest
thereon) or portion thereof with respect to any Collection Period shall not be construed to impose on the Master Servicer (or the
Trustee) any obligation to make such an election (or any entitlement in favor of any Certificateholder or any other Person to such
an election) with respect to any subsequent Collection Period or to constitute a waiver or limitation on the right of the Master
Servicer (or the Trustee) to otherwise be reimbursed for such Nonrecoverable Advance (and Advance Interest thereon). Any election
by the Master Servicer or the Trustee to abstain from reimbursing itself for any Nonrecoverable Advance or portion thereof with
respect to any one or more Collection Periods shall not limit the accrual of Advance Interest on the unreimbursed portion of such
Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. None of the Master Servicer,
the Trustee or the other parties to this Agreement shall have any liability to one another or to any of the Certificateholders
or any holder of a Serviced B Note or Serviced Companion Loan for any such election that such party makes as contemplated by this
subsection or for any losses, damages or other adverse economic or other effects that may arise from such an election. The foregoing
statements in this paragraph shall not limit the generality of the statements made in the immediately preceding paragraph. Notwithstanding
the foregoing, neither the Master Servicer nor the Trustee shall have the right to abstain from reimbursing itself for any Nonrecoverable
Advance to the extent of the amount described in clause (I)(A) of the definition of Principal Distribution Amount or Class
HMD Principal Distribution Amount, as applicable. Notwithstanding anything to the contrary contained herein, neither the Master
Servicer nor the Trustee may abstain from reimbursing itself for any particular Nonrecoverable Advance for a period in excess of 


 






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twelve
(12) months, and during any Subordinate Control Period and any Collective Consultation Period (other than with respect to the
Hammond Square B Note), neither the Master Servicer nor the Trustee may abstain from reimbursing itself for any particular
Nonrecoverable Advance for a period in excess of six (6) months without the consent of the Controlling Class
Representative.


 


(v)          Reimbursement
Rights of the Master Servicer, Special Servicer and Trustee Are Senior. Nothing in this Agreement shall be deemed to create
in any Certificateholder a right to prior payment of distributions over the Master Servicer’s, the Special Servicer’s
or the Trustee’s right to reimbursement for Advances plus Advance Interest (whether those that constitute Workout-Delayed
Reimbursement Amounts, those that have been the subject of the Master Servicer’s election authorized in subsection (iv)
or otherwise).


 


(b)          On
each Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and apply as follows all Penalty
Charges (subject to any allocation provision with respect to Penalty Charges in any related Intercreditor Agreement) and Allocable
Modification Fees (in that order) received with respect to a Mortgage Loan or, unless otherwise required to be paid to the holder
thereof pursuant to the related Intercreditor Agreement, a Serviced Companion Loan or Serviced B Note during the most recently
ended Collection Period:


 


(i)           first,
to pay or reimburse the Master Servicer, the Special Servicer and/or the Trustee, as applicable, for all outstanding Nonrecoverable
Advances (together with all unpaid Advance Interest on such Nonrecoverable Advances), all unpaid Advance Interest on any other
Advances and any other outstanding Additional Trust Expenses, in each case, with respect to such Mortgage Loan or, if applicable,
the related Loan Pair or A/B Whole Loan;


 


(ii)          second,
as a reimbursement to the Trust of all Advances (and related Advance Interest) with respect to such Mortgage Loan or, if applicable,
the related Loan Pair or A/B Whole Loan previously determined to be Nonrecoverable Advances and previously reimbursed to the Master
Servicer, the Special Servicer and/or Trustee, as applicable, from amounts (other than related Penalty Charges and Allocable Modification
Fees) on deposit in the Collection Account (and such amounts will be retained or deposited in the Collection Account as recoveries
of such Nonrecoverable Advances and related Advance Interest);


 


(iii)         third,
as a reimbursement to the Trust of all other Additional Trust Expenses with respect to such Mortgage Loan or, if applicable, the
related Loan Pair or A/B Whole Loan previously paid from the Collection Account (and such amounts will be retained or deposited
in the Collection Account as recoveries of such Additional Trust Expenses); and


 


(iv)         fourth,
to pay any remaining Penalty Charges and Allocable Modification Fees to the Master Servicer and/or the Special Servicer, as applicable,
as compensation as set forth in either Section 8.10 or Section 9.11, as applicable.


 






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(c)          With
respect to any Master Servicer Remittance Date, Scheduled Payments due in a Collection Period succeeding the Collection
Period relating to such Master Servicer Remittance Date, Principal Prepayments received after the related Collection Period,
or other amounts not distributable on the related Distribution Date, shall be held in the Collection Account (or a
sub-account thereof) and shall be remitted to the Distribution Account (or, with respect to payments on the Hammond Square B
Note, the Class HMD Distribution Account) on the applicable successive Master Servicer Remittance Date or Dates. The Master
Servicer shall use commercially reasonable efforts to remit to the Distribution Account or the Class HMD Distribution
Account, as applicable, on any Master Servicer Remittance Date for a Collection Period any Balloon Payments received during
the period that begins two (2) Business Days immediately preceding the related Master Servicer Remittance Date and ends on
such Master Servicer Remittance Date. In connection with the deposit of any Balloon Payments to the Distribution Account or
the Class HMD Distribution Account, as applicable, in accordance with the immediately preceding sentence, the Master Servicer
shall promptly notify the Certificate Administrator and the Certificate Administrator shall, if it has already reported
anticipated distributions to the Depository, use commercially reasonable efforts to cause the Depository to make the revised
distribution on a timely basis on such Distribution Date. Neither the Master Servicer nor the Certificate Administrator shall
be liable or held responsible for any resulting delay or failure in the making of such distribution to
Certificateholders. For purposes of the definitions of “Available Distribution Amount,” “Principal
Distribution Amount,” “Class HMD Available Distribution Amount” and “Class HMD Principal Distribution
Amount,” any Balloon Payments that are received prior to the Master Servicer Remittance Date in any Collection Period
but are includable in the distributions on the Distribution Date in such Collection Period as provided above, shall each be
deemed to have been collected in the prior Collection Period.


 


Section 5.3      Distribution
Account and Reserve Accounts.


 


(a)          The
Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii),
on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the date the Certificate
Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account (the “Distribution
Account”), to be held for the benefit of the Holders until disbursed pursuant to the terms of this Agreement, titled:
“Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the Holders of Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage
Pass-Through Certificates, Series 2015-C27, Distribution Account”, including a sub-account thereof (the “Class
HMD Distribution Account”) to be held for the benefit of the Holders of the Class HMD Certificates until disbursed pursuant
to the terms of this Agreement, titled: “Wells Fargo Bank, National Association, as Certificate Administrator on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of Morgan Stanley Bank of America Merrill
Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27, Class HMD Distribution Account”, (ii)
an account (the “Interest Reserve Account”) to be held for the benefit of the Holders until disbursed pursuant
to the terms of this Agreement, titled: “Wells Fargo Bank, National Association, as Certificate Administrator on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of Morgan Stanley Bank of America Merrill
Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27, Interest Reserve Account”, (iii) an
account (the “Excess


 






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Liquidation Proceeds
Reserve Account”) to be held for the benefit of the Holders until disbursed pursuant to the terms of this Agreement,
titled: “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the Holders of Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage
Pass-Through Certificates, Series 2015-C27, Excess Liquidation Proceeds Reserve Account”, and (iv) an account (the “TA
Unused Fees Reserve Account”) to be held for the benefit of the Holders until disbursed pursuant to the terms of this
Agreement, titled: “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the Holders of Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27,
Commercial Mortgage Pass-Through Certificates, Series 2015-C27, TA Unused Fees Reserve Account”. The Distribution Account
and the Reserve Accounts shall be Eligible Accounts. The Distribution Account and the Reserve Accounts shall be held separate
and apart from and shall not be commingled with any other monies of or held by the Certificate Administrator, it being understood,
however, that each Reserve Account shall be a subaccount of the Distribution Account. For the avoidance of doubt, the Distribution
Account (other than any Excess Interest (whether now or hereafter arising) and the Excess Interest Sub-account, which shall be
assets of the Grantor Trust) and each Reserve Account (including interest, if any, earned on the investment of funds in such accounts)
shall be owned by REMIC III for federal income tax purposes.


 


Funds in the Distribution
Account and the Reserve Accounts shall remain uninvested.


 


(b)          The
Certificate Administrator shall deposit into the Distribution Account, the Excess Liquidation Proceeds Reserve Account or the TA
Unused Fees Reserve Account, as applicable, on the Business Day received all moneys remitted by the Master Servicer pursuant to
this Agreement, including P&I Advances made by the Master Servicer and the Trustee, payments of Compensating Interest made
by the Master Servicer and all Excess Liquidation Proceeds. The Certificate Administrator shall deposit amounts constituting collections
of Excess Interest on the Mortgage Loans into the Excess Interest Sub-account. On any Master Servicer Remittance Date, the Master
Servicer shall have no duty to remit to the Distribution Account any amounts other than amounts held in the Collection Account
and collected during the related Collection Period as provided in clauses (v) and (xii) of Section 5.2(a)(I)
and the P&I Advance Amount.


 


Except with respect to
the final Distribution Date, the Certificate Administrator, with respect to each Distribution Date occurring in January of each
year (other than in any leap year and commencing in 2017) and February of each year (commencing in 2016), shall withdraw from the
Distribution Account (to the extent of available funds) and deposit in the Interest Reserve Account in respect of each Interest
Reserve Loan, an amount equal to one (1) day’s interest at the related Net Mortgage Rate on the Stated Principal Balance
of such Mortgage Loan as of the Due Date in the month in which such Distribution Date occurs, to the extent a Scheduled Payment
or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any January and/or February
in respect of each Interest Reserve Loan, “Interest Reserve Amounts”). In addition, on the Closing Date, the
Certificate Administrator shall deposit into the Distribution Account the Initial Due Date Loan Initial Deposit for distribution
on the Distribution Date in December 2015.


 






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The Certificate Administrator
shall make withdrawals from the Distribution Account (including the Class HMD Distribution Account and the Excess Interest Sub-account),
the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes:


 


(i)           to
withdraw amounts deposited in the Distribution Account, the Class HMD Distribution Account, the Excess Liquidation Proceeds Reserve
Account and the TA Unused Fees Reserve Account in error and pay such amounts to the Persons entitled thereto;


 


(ii)          in
the case of the Distribution Account and the Class HMD Distribution Account only, to pay any amounts payable to the Master Servicer,
the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification
payments, other expenses or other amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section
5.2;


 


(iii)         to
make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable;


 


(iv)         in
the case of the Distribution Account and the Class HMD Distribution Account and the TA Unused Fees Reserve Account only, to reimburse
the Trust Advisor for any indemnification payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise
allocable to the Principal Balance Certificates that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor
Expenses or TA Unused Fees, in each case pursuant to, and subject to the limitations set forth in, this Agreement; and


 


(v)          to
clear and terminate the Distribution Account, the Class HMD Distribution Account and the Reserve Accounts pursuant to Section
11.2.


 


On each Master Servicer
Remittance Date in March of every year commencing in March 2016 (and on any other Master Servicer Remittance Date related to the
final Distribution Date), the Certificate Administrator shall withdraw all Interest Reserve Amounts then in the Interest Reserve
Account and deposit such amounts into the Distribution Account (or with respect to any Interest Reserve Amounts relating to the
Hammond Square B Note, the Class HMD Distribution Account).


 


Section 5.4      Certificate
Administrator Reports.


 


(a)          On
or prior to each Distribution Date, based on information provided in monthly reports prepared by the Master Servicer and the Special
Servicer and delivered to the Certificate Administrator by the Master Servicer (no later than 2:00 p.m., New York time on the Advance
Report Date), the Certificate Administrator shall prepare and make available to the general public on the Certificate Administrator’s
Website (or, upon written request from any Certificateholder or Certificate Owner, provide to the requesting party, by first class
mail) (i) the Distribution Date Statement for such Distribution Date, and (ii) a report containing information regarding the Mortgage
Loans as of the end of the related Collection Period, which report shall


 






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be presented in tabular format substantially similar to
the format utilized in Exhibit K hereto, which report may be included as part of the Distribution Date Statement.


 


In addition, the Certificate
Administrator, to the extent received by it, shall make available each month via the Certificate Administrator’s Website,
to any Privileged Person (provided that the Final Prospectus, this Agreement, the Distribution Date Statements and the Exchange
Act Filings will be made available to the general public), or in the case of item (vii) below, solely to Certificateholders and
Certificate Owners, the following items (provided that with respect to items not prepared by the Certificate Administrator, the
Certificate Administrator shall be required to make such items available only to the extent it has received such items in a readable,
uploadable and unlocked electronic format (including, HTML, Word, Excel or searchable PDF)):


 


(i)           the
following “deal documents”:


 


(A)          the
Final Prospectus and the Private Placement Memorandum;


 


(B)           this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage
Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)           the
CREFC® Loan Setup File;


 


(ii)          the
Exchange Act Filings;


 


(iii)         the
following “periodic reports”:


 


(A)          the
Distribution Date Statement;


 


(B)           CREFC®
Reports, in each case, to the extent the Certificate Administrator has received or prepared such report or file (other than the
CREFC® Loan Setup File); and


 


(C)           any
Trust Advisor Annual Reports;


 


(iv)         the
following “additional documents”:


 


(A)          the
summary of any Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 10.5(a) of this
Agreement; and


 


(B)           any
other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;


 


(v)          the
following “special notices”:


 


(A)          all
Special Notices;


 


(B)           notice
of any waiver, modification or amendment of any term of any Mortgage Loan;


 






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(C)           notice
of final payment on the Certificates;


 


(D)          all
notices of the occurrence of any Servicer Termination Events, in the case of the Master Servicer, or events described in Section
9.30(b), in the case of the Special Servicer, or Trust Advisor Termination Events, in the case of the Trust Advisor, received
by the Certificate Administrator;


 


(E)           notice
of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and
notice of acceptance of appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian
or the Trustee);


 


(F)           any
and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s,
the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance;


 


(G)           any
notice of the termination of the Trust;


 


(H)          all
of the annual compliance statements and annual assessments as to compliance delivered to the Certificate Administrator since the
Closing Date pursuant to Section 13.9 and Section 13.10, respectively;


 


(I)            all
of the annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since
the Closing Date pursuant to Section 13.11;


 


(J)            any
reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of the Special Servicer’s
Appraisal Reduction and net present value calculations pursuant to Section 10.5;


 


(K)          any
recommendation received by the Certificate Administrator from the Trust Advisor for the termination of the Special Servicer during
any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the Holders of Certificates evidencing
the requisite percentage of Voting Rights to terminate the Special Servicer in response to such recommendation;


 


(L)           notice
of any request by the Holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates to terminate and
replace the Special Servicer or notice of any request by the Holders of Certificates evidencing at least 25% of the Voting Rights
of the Certificates to terminate and replace the Trust Advisor; and


 


(M)          any
other information delivered to the Certificate Administrator pursuant to any other section of this Agreement, which other section
expressly provides for posting of such information on the Certificate Administrator’s Website; and


 






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(N)          any
notice of the commencement or cessation of a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation
Period;


 


(vi)         the
Investor Q&A Forum; and


 


(vii)        solely
to Certificateholders and Certificate Owners, the Investor Registry.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
(and not under any of the tabs or headings described in items (i) through (vii) above) and made available to Privileged Persons
other than Excluded Controlling Class Holders (unless loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access by an Excluded Controlling Class Holder shall only be prohibited with respect to the related Excluded
Controlling Class Mortgage Loans).


 


Any Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements
and the following items made available to the general public: the Final Prospectus, this Agreement, the Mortgage Loan Purchase
Agreements and the Exchange Act Filings on the Certificate Administrator’s Website, (b) in the case of the Controlling Class
Representative or a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon
delivery to the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator and the Trustee in physical
form of an investor certification and notice substantially in the forms of Exhibit I-1D and Exhibit I-1E, respectively,
and upon delivery to the Certificate Administrator in physical form of a notice substantially in the form of Exhibit I-1F,
which shall include each user identification associated with such Excluded Controlling Class Holder with respect to the Certificate
Administrator’s Website, all information (other than Excluded Information) available on the Certificate Administrator’s
Website (unless loan-by-loan segregation is later performed by the Certificate Administrator in which case such access by an Excluded
Controlling Class Holder shall only be prohibited with respect to the related Excluded Controlling Class Mortgage Loans), and (c)
in the case of the Special Servicer, if such Person obtains knowledge that it is a Borrower Party, upon delivery to the Master
Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator and the Trustee in physical form of notice substantially
in the form of Exhibit I-1E, and upon delivery to the Certificate Administrator in physical form of a notice substantially
in the form of Exhibit I-1F, all information available on the Certificate Administrator’s Website, provided that the
Special Servicer shall be prohibited from accessing any information on the Certificate Administrator’s Website with respect
to the related Excluded Special Servicer Mortgage Loans).


 


In the case of the Controlling
Class Representative or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of
an investor certification substantially in the form of Exhibit I-1B hereto, such Controlling Class Representative or Controlling
Class Certificateholder shall be entitled to access the applicable information on the Certificate Administrator’s Website.
The Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator and the Trustee may each rely on (i)
an investor certification in the form of Exhibit I-1B hereto from the Controlling Class Representative or a Controlling
Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder, (ii) an investor certification
in the form of Exhibit I-1D


 






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hereto from the Controlling Class Representative or a Controlling Class Certificateholder to
the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Mortgage
Loans and (iii) any other Investor Certification in the form of Exhibit I-1E, Exhibit I-1F and Exhibit I-1G.
In the event the Controlling Class Representative or a Controlling Class Certificateholder becomes an Excluded Controlling Class
Holder, such party shall promptly notify each of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate
Administrator and the Trustee in writing substantially in the form of Exhibit I-1E that such party is an Excluded Controlling
Class Holder and identify the related Excluded Controlling Class Mortgage Loan(s) and thereafter shall not be entitled to any Excluded
Information related to such Excluded Controlling Class Mortgage Loan(s) and made available on the Certificate Administrator’s
Website. With respect to any Excluded Information to be delivered to the Certificate Administrator for posting on the Certificate
Administrator’s Website, each of the Master Servicer, the Special Servicer and the Trust Advisor shall mark or label such
information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate Administrator
shall segregate on the Certificate Administrator’s Website such Excluded Information (which may be segregated on loan-by-loan
basis) from information relating to other Mortgage Loans. Notwithstanding anything herein to the contrary, each of the Master Servicer,
the Special Servicer, the Trust Advisor, the Trustee and the Certificate Administrator shall be entitled to conclusively assume
that the Controlling Class Representative and all beneficial owners of the Certificates of the Controlling Class are not Excluded
Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee or
the Certificate Administrator, as applicable, has received such notice from the Controlling Class Representative or a Controlling
Class Certificateholder that it has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer,
the Trust Advisor or the Certificate Administrator shall be liable for any communication to the Controlling Class Representative
or Controlling Class Certificateholder or disclosure of Excluded Information if the Master Servicer, the Special Servicer, the
Trust Advisor or the Certificate Administrator, as applicable, did not receive prior written notice that the related Mortgage Loan
is an Excluded Controlling Class Mortgage Loan (including, in the case of an Asset Status Report or Final Asset Status Report delivered
to the Certificate Administrator for posting to the Certificate Administrator’s Website, any failure to label any such Excluded
Information provided to the Certificate Administrator).


 


Each of the Master Servicer,
the Special Servicer, the Trust Advisor, the Trustee and the Certificate Administrator shall be entitled to conclusively rely on
(i) any written notice from the Controlling Class Representative or a Controlling Class Certificateholder that it is no longer
an Excluded Controlling Class Holder and (ii) any certification delivered by the Controlling Class Representative or a Controlling
Class Certificateholder, as applicable, substantially in the form of Exhibit I1-B that such Person is no longer an Excluded
Controlling Class Holder. To the extent the Controlling Class Representative or a Controlling Class Certificateholder receives
access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, such Controlling Class Representative or Controlling Class Certificateholder shall be deemed
to have agreed that it (i) will not directly or indirectly provide any information related to the Excluded Controlling Class Mortgage
Loan to the related Borrower or to any Excluded Controlling Class Holder or (A) any employees or personnel of such Controlling
Class Representative or Controlling Class Certificateholder or any Affiliate involved in the


 






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management of any investment in the
related Borrower or the related Mortgaged Property or (B) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower, and (ii) will maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above.


 


The Certificate Administrator
makes no representations or warranties as to the accuracy or completeness of such information and assumes no responsibility therefor.
In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator
for which it is not the original source. In connection with providing access to the Certificate Administrator’s Website,
the Certificate Administrator may require registration and acceptance of a disclaimer that the Certificate Administrator will make
no representations or warranties as to the accuracy or completeness of information provided by it that was based, in whole or in
part, on information received from third parties, and will assume no responsibility for them. The Certificate Administrator shall
not be liable for the dissemination of information in accordance with this Agreement.


 


The Certificate Administrator
may provide such information through means other than (and in lieu of) the Certificate Administrator’s Website; provided
that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders and the holders of Serviced Companion
Loans (but only for purposes of any such holder receiving information regarding its Serviced Companion Loan) shall have received
notice of such alternative means (which notice may be given via the Certificate Administrator’s Website).


 


Any Certificateholder
or Certificate Owner that is a Mortgagor, a Manager, an Affiliate of a Mortgagor or a Manager, or an agent, principal, partner,
member, joint venturer, limited partner, employee, representative, director, trustee or advisor of, or any investor in, any of
the foregoing, shall be entitled to access only the Final Prospectus, the Distribution Date Statements, this Agreement and the
Exchange Act Reports on the Certificate Administrator’s Website. The provisions in this section shall not limit the Master
Servicer’s ability to make accessible certain information (other than Privileged Information) regarding the Mortgage Loans
at a website maintained by the Master Servicer. The Certificate Administrator shall require an Investor Certification from any
Certificateholder, Certificate Owner or prospective transferee of a Certificate or interest therein that requests access to any
Non-Public Information.


 


(b)          Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate a statement containing the information as to the applicable
Class set forth in clauses (a), (b), (j) and (s) of the definition of “Distribution Date Statement”
aggregated for such calendar year or applicable portion thereof during which such person was a Certificateholder, together with
such other information as the Certificate Administrator determines to be necessary to enable Certificateholders to prepare their
tax returns for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements
of the Code as from time to time are in force.


 






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(c)           The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where Certificateholders,
Certificate Owners and prospective purchasers of Certificates may (i)(A) submit questions to the Certificate Administrator relating
to the Distribution Date Statement, (B) submit questions to the Master Servicer or the Special Servicer, as applicable, relating
to the servicing reports prepared by that party and being made available pursuant to this Section 5.4, the Mortgage Loans,
the A/B Whole Loans, the Loan Pairs or the Mortgaged Properties and (C) submit questions to the Trust Advisor relating to any Trust
Advisor Annual Reports or actions by the Special Servicer referenced in any Trust Advisor Annual Report (collectively, “Inquiries”),
and (ii) view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an
Inquiry for the Trust Advisor, the Master Servicer or the Special Servicer, the Certificate Administrator shall forward the Inquiry
to the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, in each case within a commercially reasonable
period following receipt thereof. Following receipt of an Inquiry, the Certificate Administrator, the Trust Advisor, the Master
Servicer or the Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply
to the Inquiry, which reply of the Trust Advisor, the Master Servicer or Special Servicer shall be by email to the Certificate
Administrator. The Certificate Administrator shall post (within a commercially reasonable period following preparation or receipt
of such answer, as the case may be) such Inquiry with the related answer to the Certificate Administrator’s Website. If the
Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion,
that (i) any Inquiry is not of a type described above, (ii) answering any Inquiry would not be in the best interests of the Trust
and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, this Agreement (including the
confidentiality provisions and restrictions on release of Privileged Information contained in this Agreement) or the applicable
Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional
cost or expense to, the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, as applicable,
or (v) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry and,
in the case of the Trust Advisor, the Master Servicer or the Special Servicer, shall promptly notify the Certificate Administrator.
The Certificate Administrator shall notify the Person who submitted such Inquiry if the Inquiry will not be answered. The Certificate
Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that
the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature, and no party shall
post or otherwise disclose direct communications with the Controlling Class Representative or a Loan-Specific Directing Holder
as part of its response to any Inquiries. The Investor Q&A Forum will not reflect questions, answers and other communications
which are not submitted via the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum shall be
attributable only to the respondent, and no other Person will have any responsibility or liability for the content of any such
information, nor will any other Person certify as to the accuracy of any of the information posted in the Investor Q&A Forum
that is based, in whole or in part, on information received from third parties. Rating Agencies and other NRSROs that provide an
NRSRO Certification may have access to the Investor Q&A Forum but will not have a means to submit questions on the Investor
Q&A


 



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Forum. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor Q&A
Forum.


 


(d)           The
Certificate Administrator shall make available to any Certificateholder and Certificate Owner (and except with respect to an Excluded
Controlling Class Holder, other than a Mortgagor, a Manager, an Affiliate of a Mortgagor or a Manager, or an agent, principal,
partner, member, joint venturer, limited partner, employee, representative, director, trustee or advisor of, or any investor in,
any of the foregoing), the Investor Registry. The “Investor Registry” shall be a voluntary service available
on the Certificate Administrator’s Website, where Certificateholders and Certificate Owners can register and thereafter obtain
information with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to
use the Investor Registry will be required to certify that (a) it is a Certificateholder or a Certificate Owner and (b) it grants
authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry for
at least forty-five (45) days from the date of such certification to other registered Certificateholders and registered Certificate
Owners. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name
and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder
or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor
Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor
Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may
require acceptance of a waiver and disclaimer for access to the Investor Registry. Rating Agencies and other NRSROs shall not have
access to the Investor Registry.


 


(e)           Notwithstanding
the foregoing, in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer
or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC®
Reports, inspection reports and other specific periodic reports otherwise required). If the Master Servicer, the Special Servicer
or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require the Person requesting
such report to pay a reasonable fee to cover the costs of the preparation thereof.


 


(f)            Upon
filing with the Internal Revenue Service, the Certificate Administrator shall furnish to the Holders of the Class R Certificates
the Form 1066 for each REMIC Pool and shall furnish their respective Schedules Q thereto at the times required by the Code or the
Internal Revenue Service, and shall provide from time to time such information and computations with respect to the entries on
such forms as any Holder of the Class R Certificates may reasonably request.


 


(g)           The
specification of information to be furnished by the Certificate Administrator in this Section 5.4 (and any other terms of
this Agreement requiring or calling for delivery or reporting of information by the Certificate Administrator to Certificateholders
and Certificate Owners) shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator is hereby
authorized to furnish, to any Privileged Person any other information


 



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(such other information, collectively, “Additional
Information”) with respect to the Mortgage Loans, the A/B Whole Loans, the Loan Pairs, the Mortgaged Properties or the
Trust as may be provided to it by the Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation
or other manner from time to time, provided that (A) while there exists any Servicer Termination Event, any such Additional
Information shall only be furnished with the consent or at the request of the Depositor (to the extent such information is requested
by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled to indicate the source of all information
furnished by it, and the Certificate Administrator may affix thereto any disclaimer it deems appropriate in its sole discretion
(together with any warnings as to the confidential nature and/or the uses of such information as it may, in its sole discretion,
determine appropriate), (C) the Certificate Administrator may notify any Privileged Person of the availability of any such information
in any manner as it, in its sole discretion, may determine, (D) the Certificate Administrator shall be entitled (but not obligated)
to require payment from each recipient of a reasonable fee for, and its out of pocket expenses incurred in connection with, the
collection, assembly, reproduction or delivery of any such Additional Information, (E) the Certificate Administrator shall be entitled
to distribute or make available such Additional Information in accordance with such reasonable rules and procedures as it may deem
necessary or appropriate (which may include the requirement that an agreement that provides such information shall be used solely
for purposes of evaluating the investment characteristics or valuation of the Certificates be executed by the recipient, if and
to the extent the Certificate Administrator deems the same to be necessary or appropriate), and (F) the delivery of Additional
Information shall in no event violate the confidentiality provisions and restrictions on release of Privileged Information contained
in this Agreement. Nothing herein shall be construed to impose upon the Certificate Administrator any obligation or duty to furnish
or distribute any Additional Information to any Person in any instance, and the Certificate Administrator shall neither have any
liability for furnishing nor for refraining from furnishing Additional Information in any instance. The Certificate Administrator
shall be entitled (but not required) to request and receive direction from the Depositor as to the manner of delivery of any such
Additional Information, if and to the extent the Certificate Administrator deems necessary or advisable, and to require that any
consent, direction or request given to it pursuant to this Section be made in writing. The Certificate Administrator shall not
be obligated to determine whether any information submitted or delivered to it constitutes Privileged Information, and shall not
have any liability for posting to the Certificate Administrator’s Website any Privileged Information received from a third
party in accordance with this Agreement, unless such Privileged Information is clearly identified as such to the Certificate Administrator
upon delivery thereto. The Master Servicer, the Special Servicer and the Trust Advisor shall not deliver any Privileged Information
to the Certificate Administrator.


 


(h)           The
Depositor hereby authorizes the Certificate Administrator to make available to the Financial Market Publishers or such other vendor
chosen by the Depositor upon delivery by such vendor to the Certificate Administrator of a certification in the form of Exhibit
M hereto, all the Distribution Date Statements, CREFC® Reports and supplemental notices delivered or made available
pursuant to this Section 5.4 to Privileged Persons.


 


(i)            Subject
to Section 8.15, upon advance written request, if required by federal regulation, of any Certificateholder (or holder of
a Serviced Companion Loan or Serviced B Note) that is a savings association, bank, or insurance company, the Certificate Administrator


 



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shall provide (to the extent in its possession) to each such Certificateholder (or such holder of a Serviced Companion Loan or
Serviced B Note) such reports and access to non-privileged information and documentation regarding the Mortgage Loans and the Certificates
as such Certificateholder (or such holder of a Serviced Companion Loan or Serviced B Note) may reasonably deem necessary to comply
with applicable regulations of the Office of Thrift Supervision or successor or other regulatory authorities with respect to investment
in the Certificates; provided that the Certificate Administrator shall be entitled to be reimbursed by such Certificateholder
(or such holder of a Serviced Companion Loan or Serviced B Note) for the Certificate Administrator’s actual expenses incurred
in providing such reports and access. The holder of a Serviced B Note shall be entitled to receive information and documentation
only with respect to its related A/B Whole Loan or Loan Pair, as applicable, and the holder of a Serviced Companion Loan shall
be entitled to receive information and documentation only with respect to its related Loan Pair, pursuant hereto.


 


(j)            Any
party hereto may at any time request from the Certificate Administrator written confirmation of whether there existed a Senior
Consultation Period or Collective Consultation Period during the previous calendar year, and the Certificate Administrator shall
deliver such confirmation to such party within ten (10) days of such request. In addition, the Certificate Administrator shall
notify the Trust Advisor, the Master Servicer and the Special Servicer within ten (10) days of the commencement or cessation of
any Senior Consultation Period, Collective Consultation Period or Subordinate Control Period.


 


(k)           Upon
request and delivery by CREFC® of a certification in the form of Exhibit M hereto, the Certificate Administrator
shall make available to CREFC®, with respect to any Distribution Date, the related Distribution Date Statement and
CREFC® Investor Reporting Package.


 


Section 5.5     Certificate
Administrator Tax Reports. The Certificate Administrator shall perform all reporting and other tax compliance duties that
are the responsibility of each REMIC Pool and the Grantor Trust under the Code, REMIC Provisions, or other compliance guidance
issued by the Internal Revenue Service or any state or local taxing authority. Consistent with this Agreement, the Certificate
Administrator shall provide or cause to be provided (i) to the United States Treasury or other Persons (including, but not limited
to, the Transferor of a Class R Certificate to a Disqualified Organization or to an agent that has acquired a Class R Certificate
on behalf of a Disqualified Organization) such information as is necessary for the application of any tax relating to the transfer
of a Class R Certificate to any Disqualified Organization and (ii) to the Certificateholders such information or reports as are
required by the Code or REMIC Provisions; in the case of (i), subject to reimbursement of expenses relating thereto in accordance
with Section 7.12. The Master Servicer shall on a timely basis provide the Certificate Administrator with such information
concerning the Mortgage Loans and the Hammond Square B Note as is necessary for the preparation of the tax or information returns
or receipts of each REMIC Pool and the Grantor Trust as the Certificate Administrator may reasonably request from time to time.
The Special Servicer is required to provide to the Master Servicer all information in its possession with respect to the Specially
Serviced Mortgage Loans in order for the Master Servicer to comply with its obligations under this Section 5.5. The Certificate
Administrator shall be entitled to conclusively rely on any such


 



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information provided to it by the Master
Servicer or the Special Servicer and shall have no obligation to verify any such information.


 


Section 5.6     Access
to Certain Information.


 


(a)          The
Certificate Administrator and the Custodian shall afford to any Privileged Person access to any documentation (other than Privileged
Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other
assets of the Trust that are in its possession or within its control. Such access shall be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.


 


(b)          The
Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and, upon
reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for review
by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (in paper or electronic
form) of the following items (to the extent such items were prepared by or delivered to the Certificate Administrator and do not
constitute Privileged Information identified as such to the Certificate Administrator upon delivery thereto):


 


(i)           the
Final Prospectus and the Private Placement Memorandum and any other disclosure document relating to the Certificates, in the form
most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(ii)          this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage
Loan Purchase Agreements and any amendments and exhibits hereto or thereto;


 


(iii)    
   all Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made
available to Certificateholders pursuant to Section 5.4 of this Agreement since the Closing Date;


 


(iv)         all
annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing
Date pursuant to Sections 13.9 and 13.10, respectively;


 


(v)          all
annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the
Closing Date pursuant to Section 13.11;


 


(vi)         the
most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3 of
this Agreement;


 


(vii)        any
and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental
testing


 



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contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i),
(ii) and (iii) thereof was satisfied;


 


(viii)       the
Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole
Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator
pursuant to Section 8.18 or Section 9.5 of this Agreement;


 


(ix)         the
annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer,
as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information
specified in Section 8.14 of this Agreement;


 


(x)          any
and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s,
the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance;


 


(xi)         notice
of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and
appointments of successors thereto);


 


(xii)        all
Special Notices;


 


(xiii)       any
Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator;


 


(xiv)       each
of the other documents made available by the Certificate Administrator under Section 5.4(a) on the Certificate Administrator’s
Website and not otherwise listed in this Section 5.6(b); and


 


(xv)        any
other information in the possession of the Certificate Administrator that may be necessary to satisfy the requirements of subsection
(d)(4)(i) of Rule 144A under the Securities Act.


 


The Certificate Administrator
shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of
the parties set forth in the previous sentence.


 


None of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trust Advisor or the Trustee shall be liable for its dissemination of
information in accordance with the terms of this Agreement or for others providing or disseminating information in violation of
the terms of this Agreement.


 


(c)          With respect to any Excluded Controlling Class Holder who is a Borrower Party with respect to one or more
Excluded Controlling Class Mortgage Loans, but is not a Borrower Party with respect to all of the Excluded Controlling Class Mortgage
Loans, upon the reasonable request of any such Excluded Controlling Class Holder identified to the Master


 






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Servicer (in the case
of a Non-Specially Serviced Mortgage Loan) or the Special Servicer (in the case of a Specially Serviced Mortgage Loan) to the Master
Servicer's or Special Servicer’s reasonable satisfaction (at the expense of such Excluded Controlling Class Holder) and such information
is in the Master Servicer's or Special Servicer's possession, the Master Servicer or Special Servicer, as applicable, shall provide
or make available (or forward electronically) to such Excluded Controlling Class Holder (at the expense of such Excluded Controlling
Class Holder) any Excluded Information (available to Privileged Persons through the Certificate Administrator's Website but not
accessible to such Excluded Controlling Class Holder through the Certificate Administrator's Website on account of it constituting
Excluded Information) relating to any Excluded Controlling Class Mortgage Loan with respect to which such Excluded Controlling
Class Holder is not a Borrower Party; provided, that, in connection therewith, the Master Servicer or Special Servicer may
require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to
the Master Servicer or Special Servicer, as applicable, generally to the effect that such Person is the Controlling Class Representative
or a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which
the Master Servicer or Special Servicer may conclusively rely. In addition, the Master Servicer and the Special Servicer shall
be entitled to conclusively rely on delivery from the Controlling Class Representative or a Controlling Class Certificateholder,
as applicable, of an Investor Certification substantially in the form of Exhibit I-1B that such Controllling Class Representative
or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan.
For the avoidance of doubt, the Special Servicer referenced in this Section 5.6(c) shall include any applicable Excluded
Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 5.7     Exchange
Act Rule 17g-5 Procedures.


 


(a)           Except
as otherwise expressly and specifically provided in this Agreement or as required by law, none of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trust Advisor, the Certificate Registrar, the Trustee or the Custodian
shall provide any information relevant to the Rating Agencies’ surveillance of the Certificates, the Mortgage Loans or the
Hammond Square B Note directly to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates,
the Mortgage Loans or the Hammond Square B Note, including, but not limited to, providing responses to inquiries from a Rating
Agency regarding the Certificates, the Mortgage Loans or the Hammond Square B Note relevant to such Rating Agency’s surveillance
of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates communications with any such party regarding
the Certificates, the Mortgage Loans or the Hammond Square B Note relevant to such Rating Agency’s surveillance of the Certificates,
all responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and
delivered to the 17g-5 Information Provider electronically as provided in Section 5.7(g), which written response the 17g-5
Information Provider shall post to the 17g-5 Information Provider’s Website on the same Business Day of receipt provided
that such information is received by 2:00 p.m. (New York City time) or, if received after 2:00 p.m. (New York City time), by 2:00
p.m. (New York City time) on the next Business Day; provided, any information delivered pursuant to Section 5.7(m)
shall be posted in accordance with Section 5.7(m); provided that the foregoing 


 



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shall
not apply to Inquiries and responses thereto submitted and answered pursuant to the “Rating Agency Q&A Forum and Document
Request Tool”.


 


(b)           To
the extent that any party to this Agreement is required to provide any information to, or communicate with, any Rating Agency in
accordance with its obligations under this Agreement or applicable law, such party shall provide such information or communication
to the 17g-5 Information Provider electronically as provided in Section 5.7(g), and the 17g-5 Information Provider shall
upload such information or communication to the 17g-5 Information Provider’s Website on the same Business Day of receipt
provided that such information is received by 2:00 p.m. (New York City time) or, if received after 2:00 p.m. (New York City time),
by 2:00 p.m. (New York City time) on the next Business Day; provided, any information delivered pursuant to Section 5.7(m)
shall be posted in accordance with Section 5.7(m). The foregoing shall include any Rating Agency Communication provided
pursuant to this Agreement. The 17g-5 Information Provider shall notify each other party to this Agreement in writing of any change
in the identity or contact information of the 17g-5 Information Provider. Any Rating Agency Confirmation request shall be made
in accordance with Section 1.7.


 


In connection with the
delivery by the Master Servicer or Special Servicer to the 17g-5 Information Provider of any information, report, notice or document
for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify (which may include automatic
electronic notifications) the Master Servicer or Special Servicer when such information, report, notice or document has been posted.
Except as provided in Section 5.7(m) below, the Master Servicer or Special Servicer, as applicable, may, but shall not be
obligated to send such information, report, notice or document to the applicable Rating Agency following the earlier of (a) receipt
of notification from the 17g-5 Information Provider that such information, report or other document has been posted to the Rule
17g-5 Information Provider’s Website and (b) after 2:00 p.m. (New York City time) on the first Business Day following the
date the Master Servicer or the Special Servicer, as applicable, has provided such information, report, notice or other document
to the 17g-5 Information Provider (other than in accordance with Section 5.7(m)).


 


(c)           Each
17g-5 Indemnifying Party hereby expressly agrees to indemnify and hold harmless the Depositor, the Sellers, the Underwriters, the
Initial Purchasers and their respective Affiliates, directors, officers, employees, members, managers and agents, and the Trust
(each, for purposes of this Section 5.7(c), a “17g-5 Indemnified Party”), from and against any and all
losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable
legal fees and expenses), to which any such 17g-5 Indemnified Party may become subject, under the Securities Act, the Exchange
Act, by contract or otherwise, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines,
forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon (i) such 17g-5 Indemnifying
Party’s breach of Section 5.7(a), Section 5.7(b), Section 5.7(f) or Section 1.7 (it being acknowledged
that Section 5.7(f) and Section 1.7 do not apply to the Trust Advisor) or any other provision of this Agreement relating
to the delivery of any information or communication for posting on, or the posting of any information or communication to, the
17g-5 Information Provider’s Website, or (ii) if the 17g-5 Indemnifying Party is the 17g-5 Information Provider, any negligence,
willful misconduct or bad faith on its part in connection with establishing, posting information and communications to, granting
access 


 



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to, and otherwise
performing its obligations and duties hereunder with respect to, the 17g-5 Information Provider’s Website, or (iii) a
determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate
thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i)
above by, or any negligence, willful misconduct or bad faith referred to in clause (ii) above on the part of,
the applicable 17g-5 Indemnifying Party, and will reimburse such 17g-5 Indemnified Party for any legal or other expenses
reasonably incurred by such 17g-5 Indemnified Party in connection with investigating or defending any such action or claim,
as such expenses are incurred.


 


(d)           None
of the Depositor, the Sellers, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Registrar, the Trustee,
the Certificate Administrator (if it is not also the 17g-5 Information Provider) or the Custodian shall have any liability for
(i) the 17g-5 Information Provider’s failure to post information provided by the Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Certificate Registrar, the Trustee, the Certificate Administrator (if it is not also the 17g-5
Information Provider) or the Custodian in accordance with the terms of this Agreement, or (ii) any malfunction or disabling of
the 17g-5 Information Provider’s Website.


 


(e)           None
of the foregoing restrictions in this Section 5.7 prohibit or restrict oral or written communications, or providing information,
between the Master Servicer, the Special Servicer or the Trust Advisor, on the one hand, and any Rating Agency, on the other hand,
with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer, the Special Servicer or
the Trust Advisor, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable,
as a commercial mortgage master, special or primary servicer, or the Trust Advisor as an operating advisor or (iii) such Rating
Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing operations in
general, or the Trust Advisor’s operations in general; provided that the Master Servicer, the Special Servicer or
the Trust Advisor, as applicable, shall not provide any information relating to the Certificates, the Mortgage Loans or the Hammond
Square B Note to such Rating Agency in connection with such review and evaluation by such Rating Agency unless (x) Mortgagor, property
and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider
and has been uploaded on to the 17g-5 Information Provider’s Website or the Master Servicer or the Special Servicer, as applicable,
has in fact provided such information to such Rating Agency in accordance with Section 5.7(b); or (z) the Rating Agency
has confirmed in writing to the Master Servicer, the Special Servicer or the Trust Advisor, as applicable, that it will not use
such information in undertaking credit rating surveillance for any Class of Certificates (and the party providing such information
to a Rating Agency shall, upon request, certify to the Depositor that it received the confirmation described in this clause (z)
or provide the Depositor with a copy of such confirmation from the applicable Rating Agency).


 


(f)            The
17g-5 Information Provider shall, at all times that any Certificates are outstanding and rated by a Rating Agency, maintain the
17g-5 Information Provider’s Website, and grant access thereto to the Rating Agencies and the other NRSROs, in accordance
with this Agreement.


 






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(g)           The
17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website and make available solely to the
Rating Agencies and other NRSROs the following items, to the extent such items are delivered to it in an electronic document
format suitable for website posting (and the parties required to deliver the following information to the 17g-5 Information
Provider agree to do so) via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject
reference of “MSBAM 2015-C27” and an identification of the type of information being provided in the body of such
electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any other delivery
method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)           any
and all Officer’s Certificates and other evidence delivered to the 17g-5 Information Provider to support the Master Servicer’s,
the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance and notices of a determination to reimburse Nonrecoverable Advances from sources other than principal
collections;


 


(ii)          any
Final Asset Status Report delivered by the Special Servicer pursuant to Section 9.32(h);


 


(iii)         any
Third Party Reports delivered to the 17g-5 Information Provider;


 


(iv)         all
of the annual compliance statements and annual assessments as to compliance delivered to the 17g-5 Information Provider since the
Closing Date pursuant to Section 13.9 and Section 13.10, respectively;


 


(v)          all
of the annual independent public accountants’ servicing reports caused to be delivered to the 17g-5 Information Provider
since the Closing Date pursuant to Section 13.11;


 


(vi)         copies
of any Rating Agency Communications that are delivered to the 17g-5 Information Provider;


 


(vii)        copies
of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, Trust Advisor,
Custodian, Certificate Administrator or Trustee, and the responses thereto;


 


(viii)       all
notices of termination, resignation or assignment of rights and duties of the Master Servicer, the Special Servicer, the Trust
Advisor, the Certificate Administrator, the Custodian or the Trustee (and appointments of successors to the Master Servicer, the
Special Servicer, the Trust Advisor, the Certificate Administrator or the Trustee) received by the 17g-5 Information Provider;


 


(ix)          all
notices of the occurrence of a Servicer Termination Event, in the case of the Master Servicer, events described in Section 9.30(b),
in the case of the Special Servicer, or events described in Section 10.12, in the case of the Trust Advisor, received by
the 17g-5 Information Provider;


 






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(x)           all
notices of merger or consolidation of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate
Administrator, the Custodian or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the
Trust Advisor, the Certificate Administrator, the Custodian or the Trustee) received by the 17g-5 Information Provider;


 


(xi)          any
Trust Advisor Annual Reports received by the 17g-5 Information Provider;


 


(xii)         any
notice of any amendment of this Agreement pursuant to Section 14.3;


 


(xiii)        any
notice or other information provided to any Rating Agency pursuant to Section 1.7;


 


(xiv)        any
Initial Certification, Final Certification and updated schedule of exceptions received by the 17g-5 Information Provider pursuant
to Section 2.2;


 


(xv)         notice
of any Material Breach or Material Document Defect, and notice of any repurchase or replacement of a Mortgage Loan or the Hammond
Square B Note in connection therewith, received by the 17g-5 Information Provider pursuant to Section 2.3;


 


(xvi)        any
requests for a Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 1.7;


 


(xvii)       any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement, including pursuant to Section 5.7(a)
and Section 5.7(b); and


 


(xviii)      the
Rating Agency Q&A Forum and Document Request Tool.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website, a link to which shall
be provided on NetRoadshow’s website at www.debtx.com or such other website as MSMCH may notify the parties hereto
in writing. Information will be posted to the 17g-5 Information Provider’s Website on the same Business Day of receipt provided
that such information is received by 2:00 p.m. (New York City time) or, if received after 2:00 p.m. (New York City time), by 2:00
p.m. (New York City time) on the next Business Day; provided, any information delivered pursuant to Section 5.7(m)
shall be posted in accordance with Section 5.7(m). The 17g-5 Information Provider shall have no obligation or duty to verify,
confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or
otherwise is or is not anything other than what it purports to be. If any information is delivered or posted in error, the 17g-5
Information Provider may remove it from the 17g-5 Information Provider’s Website. The Certificate Administrator and the
17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information only
by receipt and posting to the 17g-5 Information Provider’s Website. Access shall be provided by the 17g-5 Information Provider
to the Rating Agencies and other NRSROs upon receipt of an NRSRO Certification (which certification may be submitted electronically
via the 17g-5 Information Provider’s Website) on the same Business Day provided such request is made prior to 2:00 p.m.
 






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(New York City
time), on such Business Day, or, if received after 2:00 p.m. (New York City time), by 2:00 p.m. (New York City time) on the
following Business Day. Questions regarding delivery of information to the 17g-5 Information Provider may be directed to
(866) 846-4526 and 17g5informationprovider@wellsfargo.com (or to such other telephone number or email address as the
17g-5 Information Provider may designate).


 


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 5.7. In no event shall the 17g-5 Information Provider disclose on
the 17g-5 Information Provider’s Website which Rating Agency requested such additional information.


 


The 17g-5 Information
Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information
was received and that it has been posted. The 17g-5 Information Provider shall notify each NRSRO that has provided a NRSRO Certification
each time a document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such
document. The 17g-5 Information Provider shall send such notice to such Persons to the email address that has been provided by
and is used by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email
address if such general email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO
Certification.


 


The 17g-5 Information
Provider shall make available, only to the Rating Agencies and other NRSROs, the Rating Agency Q&A Forum and Document Request
Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where Rating Agencies and other NRSROs may (i) submit questions to the Certificate Administrator relating
to the Distribution Date Statement, or submit questions to the Trust Advisor, the Master Servicer or the Special Servicer, as applicable,
relating to the reports being made available pursuant to this Section 5.7, the Mortgage Loans, the A/B Whole Loans, Loan
Pairs or the Mortgaged Properties (“Rating Agency Inquiries”), (ii) view Rating Agency Inquiries that have been
previously submitted and answered, together with the answers thereto and (iii) submit requests for loan-level reports and information.
Upon receipt of a Rating Agency Inquiry for the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special
Servicer, the 17g-5 Information Provider shall forward such Rating Agency Inquiry to the Certificate Administrator, the Trust Advisor,
the Master Servicer or the Special Servicer, as applicable, in each case within a commercially reasonable period following receipt
thereof. Following receipt of a Rating Agency Inquiry, the Certificate Administrator, the Trust Advisor, the Master Servicer or
the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply
to the Rating Agency Inquiry, which reply of the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special
Servicer shall be by email to the 17g-5 Information Provider. The 17g-5 Information Provider shall post (within a commercially
reasonable period, and in any event within two (2) Business Days, following preparation or receipt of such answer, as the case
may be) such Rating Agency Inquiry and the related answer (or reports, as applicable) to the 17g-5 Information Provider’s
Website. Any report posted by the 17g-5 Information Provider in 


 



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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 Trust Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion,
that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement
(including the confidentiality provisions and restrictions on the release of Privileged Information contained in this
Agreement) or the applicable Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably
expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or (iii)(A)
answering any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or
expense to, the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, and
(B) the Certificate Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, as applicable,
determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator and the
Trust Advisor) that the performance of such duties or the payment of such costs and expenses is beyond the scope of its
duties in its capacity as Certificate Administrator the Trust Advisor, Master Servicer or Special Servicer, as applicable,
under this Agreement, then it shall not be required to answer such Rating Agency Inquiry and, in the case of the Certificate
Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, shall promptly notify the 17g-5 Information
Provider, and the 17g-5 Information Provider shall post (within two (2) Business Days of its receipt of such notice) such
Rating Agency Inquiry on the Rating Agency Q&A Forum and Document Request Tool together with the reason such Rating
Agency Inquiry was not answered. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be
attributable only to the respondent, and no other party shall have any responsibility or liability for the content of any
such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion,
is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect
questions, answers and other communications between the 17g-5 Information Provider and any other Person that are
not submitted via the 17g-5 Information Provider’s Website.


 


In connection with providing
access to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider may require registration and the acceptance
of a disclaimer. The 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the
terms of this Agreement, makes no representations or warranties as to the accuracy or completeness of such information being made
available, and assumes no responsibility for such information. The 17g-5 Information Provider shall not be liable for its failure
to make any information available to the Rating Agencies or other NRSROs unless such information was delivered to the 17g-5 Information
Provider at the email address set forth herein, with a subject heading of “MSBAM 2015-C27” and sufficient detail to
indicate that such information is required to be posted on the 17g-5 Information Provider’s Website.


 


(h)           The
costs and expenses of compliance with this Section by any party hereto shall not be Additional Trust Expenses.


 


(i)            The
17g-5 Information Provider shall not be obligated to determine whether any information submitted or delivered to it constitutes
Privileged Information, and shall not have any liability for posting to the 17g-5 Information Provider’s Website any Privileged 


 



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Information
received from a third party in accordance with this Agreement, unless such Privileged Information is clearly identified as
such to the 17g-5 Information Provider upon delivery thereto. The Master Servicer, the Special Servicer and the Trust
Advisor shall not deliver any Privileged Information to the 17g-5 Information Provider.


 


(j)            With
respect to each Non-Serviced Mortgage Loan, each of the Master Servicer, the Special Servicer, the Certificate Administrator and
the Trustee shall provide to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, promptly
upon receipt from a Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, Non-Serviced Mortgage
Loan Certificate Administrator or Non-Serviced Mortgage Loan Trustee, all reports, statements, documents, notices and other information
it receives in respect of such Non-Serviced Mortgage Loan that would otherwise have been required to be submitted to the 17g-5
Information Provider under this Agreement for posting had such Non-Serviced Mortgage Loan been a Serviced Mortgage Loan. The 17g-5
Information Provider shall post on the 17g-5 Information Provider’s Website all such information it receives in accordance
with this Agreement.


 


(k)            It
is hereby acknowledged and agreed that none of the Depositor, any other party to this Agreement or any Seller has contracted with
the Controlling Class Representative or any Certificateholder or Certificate Owner to provide information to any Rating Agency
for the purpose of undertaking credit rating surveillance on the Certificates. For the avoidance of doubt, nothing contained in
the foregoing sentence shall be deemed to prohibit, restrict or otherwise limit the ability of the Controlling Class Representative,
any Certificateholder and/or any Certificate Owner, as applicable, in each case, of their own accord and without any express or
implicit authorization of or direction from the Depositor, any other party to this Agreement or any Seller, from communicating
or transacting with any Rating Agency with respect to this transaction or otherwise.


 


(l)             If
any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due
diligence services such party may have provided with respect to the Mortgage Loans (“Due Diligence Service Provider”),
such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the
17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this
Agreement, promptly upon receipt thereof.


 


(m)          The
Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates
to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information Provider,
and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe provided
in Section 5.7(b). The Master Servicer or the Special Servicer, as applicable, shall not send such information directly
to the Rating Agencies until the 17g-5 Information Provider notifies it that such information has been posted to the 17g-5 Information
Provider’s Website.


 



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ARTICLE
VI

DISTRIBUTIONS


 


Section 6.1     Distributions
Generally. Subject to Section 11.2(a), with respect to the final distribution on the Certificates, on each Distribution
Date, the Certificate Administrator shall (1) first, withdraw from the Distribution Account and pay to the Trustee and Custodian
any unpaid fees, expenses and other amounts then required to be paid pursuant to this Agreement, and then, to the Certificate
Administrator, any unpaid fees, expenses and other amounts then required to be paid pursuant to this Agreement, and then at the
written direction of the Master Servicer, withdraw from the Distribution Account and pay to the Master Servicer and Special Servicer
any unpaid servicing compensation or other amounts currently required to be paid pursuant to this Agreement (to the extent not
previously retained or withdrawn by the Master Servicer from the Collection Account), and (2) second, make distributions in the
manner and amounts set forth below.


 


Each distribution to
Holders of Certificates shall be made by check mailed to such Holder’s address as it appears on the Certificate Register
of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or
upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions
may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record
Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such
Certificateholder; provided, that (i) remittances to the Certificate Administrator shall be made by wire transfer of immediately
available funds to the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account;
and (ii) the final distribution in respect of any Certificate shall be made only upon presentation and surrender of such Certificate
at such location specified by the Certificate Administrator in a notice delivered to Certificateholders pursuant to Section
11.2(a). If any payment required to be made on the Certificates is to be made on a day that is not a Business Day, then such
payment will be made on the next succeeding Business Day without compensation for such delay. All distributions or allocations
made with respect to Holders of Certificates of a particular Class on each Distribution Date shall be made or allocated among the
outstanding Certificates of such Class in proportion to their respective initial Certificate Balances, in the case of a Class of
Principal Balance Certificates or Class HMD Certificates, or initial Notional Amounts, in the case of a Class of Class X Certificates,
or Percentage Interests, in the case of the Class V and Class R Certificates.


 


Section 6.2     Compliance
with Withholding Requirements. Notwithstanding any other provision of this Agreement to the contrary, the Certificate Administrator
on behalf of the Trustee shall comply with all federal withholding requirements with respect to payments to Certificateholders
of interest, original issue discount, or other amounts that the Certificate Administrator reasonably believes are applicable under
the Code. The consent of Certificateholders shall not be required for any such withholding and any amount so withheld shall be
regarded as distributed to the related Certificateholders for purposes of this Agreement. If the Certificate Administrator withholds
any amount from payments made to any Certificateholder pursuant to federal withholding requirements, the Certificate Administrator
shall indicate to such Certificateholder the amount withheld. The Trustee shall not be


 






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responsible for
the Certificate Administrator’s failure to comply with any withholding requirements.


 


Section 6.3     REMIC
I.


 


(a)          On
each Distribution Date, the Certificate Administrator shall be deemed to distribute to itself on behalf of the Trustee, as holder
of the REMIC I Regular Interests, for the following purposes and in the following order of priority:


 


(i)          from
the portion of the Available Distribution Amount (or, with respect to the Hammond Square B Note, the Class HMD Available Distribution
Amount) attributable to interest (other than Excess Interest) collected or advanced or deemed collected or advanced on or with
respect to, and any Excess Liquidation Proceeds attributable to, each Mortgage Loan or the Hammond Square B Note (including each
REO Mortgage Loan or REO Serviced B Note, as applicable), to pay any and all Distributable Interest with respect to the Corresponding
REMIC I Regular Interest for such Distribution Date;


 


(ii)         from
the portion of the Available Distribution Amount (or, with respect to the Hammond Square B Note, the Class HMD Available Distribution
Amount) attributable to principal collected or advanced or deemed collected or advanced on or with respect to each Mortgage Loan
or the Hammond Square B Note (including each REO Mortgage Loan or REO Serviced B Note, as applicable), to pay such principal with
respect to the Corresponding REMIC I Regular Interest, until the REMIC I Principal Amount thereof is reduced to zero; and


 


(iii)        from
any remaining amount of the Available Distribution Amount (or, with respect to the Hammond Square B Note, the Class HMD Available
Distribution Amount) (other than Excess Interest) and any remaining Excess Liquidation Proceeds with respect to each Mortgage Loan
or the Hammond Square B Note (including each REO Mortgage Loan or REO Serviced B Note, as applicable), to reimburse, first,
any unreimbursed Collateral Support Deficits previously allocated to the Corresponding REMIC I Regular Interest, together with
unpaid interest thereon at the related REMIC I Net Mortgage Rate (in each case from the date of allocation), and then, any
unreimbursed Collateral Support Deficits allocated to any other REMIC I Regular Interest, together with unpaid interest thereon
at the related REMIC I Net Mortgage Rate (in each case from the date of allocation).


 


(b)          At
such time as all Distributable Interest with respect to the REMIC I Regular Interests has been paid, the REMIC I Principal Amounts
of all of the REMIC I Regular Interests have been reduced to zero, and all Collateral Support Deficits
(including interest thereon) previously allocated thereto to the REMIC I Regular Interests have been reimbursed, the Certificate
Administrator shall pay to the Holders of the Class R Certificates with respect to the REMIC I Residual Interest any amounts of
the Available Distribution Amount (other than Excess Interest) or the Class HMD Available Distribution Amount remaining with respect
to each Mortgage Loan, the Hammond Square B Note or, to the extent of the Trust’s interest therein, the related REO Property,
as applicable.


 



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(c)          Any
Prepayment Premium distributed with respect to any Class of REMIC III Regular Certificates on any Distribution Date pursuant to
Section 6.10, shall be deemed to have first been distributed from REMIC I to REMIC II in respect of the Corresponding REMIC
I Regular Interest for the Mortgage Loan or the Hammond Square B Note (including an REO Mortgage Loan or REO Serviced B Note, as
applicable) as to which such Prepayment Premium was received.


 


Section 6.4     REMIC
II.


 


(a)          On
each Distribution Date, following any allocations of Trust Advisor Expenses on such Distribution Date pursuant to Section 6.11,
the Certificate Administrator shall be deemed to distribute to itself on behalf of the Trustee, as holder of the REMIC II Regular
Interests, amounts distributable to any Class of Principal Balance Certificates and the Class HMD Certificates, pursuant to Section
6.5, Section 6.10 or Section 11.1, with respect to such Class’s Corresponding REMIC II Regular Interest.


 


(b)          All
distributions made in respect of a Class of Class X Certificates on any Distribution Date pursuant to Section 6.5, Section
6.10 or Section 11.1, and allocable to any particular Class X REMIC III Regular Interest, shall be deemed to have first
been distributed from REMIC II to REMIC III in respect of such Class X REMIC III Regular Interest’s Corresponding REMIC II
Regular Interest.


 


(c)          [Reserved]


 


(d)          [Reserved]


 


(e)          For
purposes of Section 6.4(a), Section 6.4(b), Section 6.4(c) and Section 6.4(d), if the subject distribution
on or in respect of any Class of REMIC III Regular Certificates was a distribution of interest, principal, Prepayment Premiums
or in reimbursement of previously allocated Collateral Support Deficits or Trust Advisor Expenses, then the corresponding distribution
deemed to be made on a REMIC II Regular Interest shall be deemed to also be, respectively, a distribution of interest, principal,
Prepayment Premiums or in reimbursement of previously allocated Collateral Support Deficits or Trust Advisor Expenses with respect
to such REMIC II Regular Interest.


 


(f)          Any
amounts remaining in the Distribution Account with respect to REMIC II on any Distribution Date after the foregoing distributions
shall be distributed to the Holders of the Class R Certificates with respect to the REMIC II Residual Interest.


 


Section 6.5     REMIC
III.


 


(a)          On
each Distribution Date, following any allocations of Trust Advisor Expenses on such Distribution Date pursuant to Section 6.11,
the Certificate Administrator shall withdraw from the Distribution Account an amount equal to the Available Distribution Amount
and shall distribute such amount (other than the amount attributable to any Excess Liquidation Proceeds, which shall be distributed
in accordance with Section 6.5(b), and any Excess Interest, which shall be distributed in accordance with Section 6.5(d)),
in the following amounts and order of priority:


 



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(i)            to
make payments to the Holders of the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-4, Class X-A, Class X-B, Class X-D, Class
X-E, Class X-F, Class X-GH and Class X-J Certificates, in an amount up to all Distributable Certificate Interest with respect to
such Classes of Certificates for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest
payable to each such Class;


 


(ii)           to
make payments to the Holders of the Class A-1, Class A-SB, Class A-2, Class A-3 and Class A-4 Certificates, in reduction of the
respective Aggregate Certificate Balances thereof, in an amount up to the remaining Principal Distribution Amount for such Distribution
Date: first, to the Holders of the Class A-SB Certificates, the Principal Distribution Amount for such Distribution Date,
until the Aggregate Certificate Balance thereof has been reduced to the Planned Principal Balance for such Distribution Date, second,
to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any
prior distributions thereof hereunder), until the Aggregate Certificate Balance thereof is reduced to zero, third, upon
payment in full of the Aggregate Certificate Balance of the Class A-1 Certificates, to the Holders of the Class A-2 Certificates,
the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate
Certificate Balance of the Class A-2 Certificates has been reduced to zero, fourth, upon payment in full of the Aggregate
Certificate Balance of the Class A-2 Certificates, to the Holders of the Class A-3 Certificates, the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the
Class A-3 Certificates has been reduced to zero, fifth, upon payment in full of the Aggregate Certificate Balance of the
Class A-3 Certificates, to the Holders of the Class A-4 Certificates, the Principal Distribution Amount for such Distribution Date
(reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-4 Certificates has
been reduced to zero, and sixth, upon payment in full of the Aggregate Certificate Balance of the Class A-4 Certificates,
to the Holders of the Class A-SB Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any prior
distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-SB Certificates has been reduced to zero;


 


(iii)          to
make payments to the Holders of the Class A-1, Class A-SB, Class A-2, Class A-3 and Class A-4 Certificates, first, up to
an amount equal to, and pro rata in proportion to, their respective entitlements to reimbursement described in this clause
first, to reimburse any unreimbursed Collateral Support Deficits previously allocated thereto and not previously fully reimbursed,
and second, up to an amount equal to, and pro rata in proportion to, their respective entitlements to payment described
in this clause second, of any unpaid interest at the applicable Pass-Through Rate on unreimbursed Collateral
Support Deficits previously allocated to each such Class, in each case from the date allocated;


 


(iv)          to
make payments to the Holders of the Class A-S Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 



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(v)           upon
payment in full of the Aggregate Certificate Balances of the Class A-1, Class A-SB, Class A-2, Class A-3 and Class A-4 Certificates,
to make payments to the Holders of the Class A-S Certificates, in reduction of the Aggregate Certificate Balance thereof, in an
amount up to the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder),
until the Aggregate Certificate Balance of the Class A-S Certificates has been reduced to zero;


 



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(vi)           to
make payments to the Holders of the Class A-S Certificates, first, to reimburse any unreimbursed Collateral Support Deficits
previously allocated thereto and not previously fully reimbursed, and second, of any unpaid
interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(vii)          to
make payments to the Holders of the Class B Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(viii)         upon
payment in full of the Aggregate Certificate Balance of the Class A-S Certificates, to make payments to the Holders of the Class
B Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class B Certificates has been reduced to zero;


 


(ix)        
 to make payments to the Holders of the Class B Certificates, first, to reimburse any unreimbursed Collateral
Support Deficits previously allocated thereto and not previously fully reimbursed, and second, of any
unpaid interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date
allocated;


 


(x)            to
make payments to the Holders of the Class C Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(xi)           upon
payment in full of the Aggregate Certificate Balance of the Class B Certificates, to make payments to the Holders of the Class
C Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class C Certificates has been reduced to zero;


 


(xii)          to
make payments to the Holders of the Class C Certificates, first, to reimburse any unreimbursed Collateral Support Deficits
previously allocated thereto and not previously fully reimbursed, and second, of any unpaid
interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xiii)         to
make payments to the Holders of the Class D Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(xiv)         upon
payment in full of the Aggregate Certificate Balance of the Class C Certificates, to make payments to the Holders of the Class
D Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class D Certificates has been reduced to zero;


 



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(xv)          to
make payments to the Holders of the Class D Certificates, first, to reimburse any unreimbursed Collateral Support Deficits
previously allocated thereto and not previously fully reimbursed, and second, of any unpaid
interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xvi)         to
make payments to the Holders of the Class E Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(xvii)        upon
payment in full of the Aggregate Certificate Balance of the Class D Certificates, to make payments to the Holders of the Class
E Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class E Certificates has been reduced to zero;


 


(xviii)       to
make payments to the Holders of the Class E Certificates, first, to reimburse any unreimbursed Collateral Support Deficits
previously allocated thereto and not previously fully reimbursed, and second, of any unpaid
interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xix)         to
make payments to the Holders of the Class F Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(xx)          upon
payment in full of the Aggregate Certificate Balance of the Class E Certificates, to make payments to the Holders of the Class
F Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class F Certificates has been reduced to zero;


 


(xxi)         to
make payments to the Holders of the Class F Certificates, first, to reimburse any unreimbursed Collateral Support Deficits
previously allocated thereto and not previously fully reimbursed, and second, of any unpaid
interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xxii)        to
make payments to the Holders of the Class G Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(xxiii)       upon
payment in full of the Aggregate Certificate Balance of the Class F Certificates, to make payments to the Holders of the Class
G Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class G Certificates has been reduced to zero;


 



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(xxiv)       to
make payments to the Holders of the Class G Certificates, first, to reimburse any unreimbursed Collateral Support Deficits
previously allocated thereto and not previously fully reimbursed, and second, of any unpaid
interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xxv)        to
make payments to the Holders of the Class H Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(xxvi)       upon
payment in full of the Aggregate Certificate Balance of the Class G Certificates, to make payments to the Holders of the Class
H Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class H Certificates has been reduced to zero;


 


(xxvii)      to
make payments to the Holders of the Class H Certificates, first, to reimburse any unreimbursed Collateral Support Deficits
previously allocated thereto and not previously fully reimbursed, and second, of any unpaid
interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xxviii)     to
make payments to the Holders of the Class J Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(xxix)       upon
payment in full of the Aggregate Certificate Balance of the Class H Certificates, to make payments to the Holders of the Class
J Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount
for such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the
Class J Certificates has been reduced to zero;


 


(xxx)        to
make payments to the Holders of the Class J Certificates, first, to reimburse any unreimbursed Collateral Support Deficits
previously allocated thereto and not previously fully reimbursed, and second, of any unpaid
interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xxxi)       to
each Class of Principal Balance Certificates (other than any Class of Control Eligible Certificates) in sequential order as specified
in clauses (i) through (xv) above, until all amounts of Trust Advisor Expenses (including Excess Trust Advisor Expenses)
previously allocated to such Classes of Certificates, whether as a reduction of interest or as a reduction of the Aggregate Certificate
Balance of such Class, but not previously reimbursed, have been reimbursed in full (it being understood that previously allocated
Trust Advisor Expenses are not reimbursable as part of the reimbursement of previously allocated Collateral Support Deficits);
and


 



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(xxxii)     to
make payments to the Holders of the Class R Certificates, up to the amount of any remaining portion of Available Distribution Amount
on deposit in the Distribution Account.


 


Notwithstanding the foregoing,
on each Distribution Date occurring on or after the earliest date, if any, upon which the Aggregate Certificate Balance of all
Classes of Subordinate Certificates has been reduced to zero, or the aggregate Appraisal Reduction allocable to the Mortgage Loans
is greater than or equal to the Aggregate Certificate Balance of all Classes of Subordinate Certificates, distributions of principal
pursuant to clause (ii) of this Section 6.5(a) will be made to the Holders of the Class A-1, Class A-SB, Class A-2,
Class A-3 and Class A-4 Certificates, pro rata, based on the respective Aggregate Certificate Balances of such Classes of
Certificates, in reduction of the respective Aggregate Certificate Balances of such Classes of Certificates, in an amount up to
the Principal Distribution Amount for such Distribution Date, until the Aggregate Certificate Balance of each such Class is reduced
to zero.


 


All distributions of
interest, if any, made with respect to any Class of Class X Certificates on any Distribution Date, pursuant to this Section
6.5(a), shall be made, and shall be deemed to have been made, in respect of the various Class X REMIC III Regular Interests
that relate to the subject Class of Class X Certificates, pro rata in accordance with the respective amounts of Distributable
Interest in respect of such Class X REMIC III Regular Interests for such Distribution Date.


 


(b)          On
each Distribution Date, the Certificate Administrator shall withdraw amounts in the Excess Liquidation Proceeds Reserve Account
(other than any amounts allocable to the Hammond Square B Note in accordance with the related Intercreditor Agreement) and make
payments in the following priority:


 


(i)            first,
to reimburse the holders of the respective Classes of the REMIC III Regular Certificates (other than the Class HMD Certificates)
(in the same order of priority that the Available Distribution Amount would be applied for this purpose) for, and to the extent
of, any Unpaid Interest then owing to such Classes;


 


(ii)          second,
to reimburse the holders of the Principal Balance Certificates (in the same order of priority that the Available Distribution Amount
would be applied for this purpose) for, and to the extent of, first, any unreimbursed Collateral Support Deficits previously
allocated to them, and second, any interest on such Collateral Support Deficits at the applicable Pass-Through Rate, in
each case from the date of allocation; and


 


(iii)         third,
upon the reduction of the Aggregate Certificate Balance of the Principal Balance Certificates to zero, to pay any amounts remaining
on deposit in such account (other than any amounts allocable to the Hammond Square B Note in accordance with the related Intercreditor
Agreement), to the Holders of the Class R Certificates.


 


On each Distribution
Date, the Certificate Administrator shall withdraw amounts in the Excess Liquidation Proceeds Reserve Account allocable to the
Hammond Square B Note in accordance with the related Intercreditor Agreement and make payments in the following priority:


 



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(i)          first,
to reimburse the holders of the Class HMD Certificates (in the same order of priority that the Class HMD Available Distribution
Amount would be applied for this purpose) for, and to the extent of, any Unpaid Interest then owing to such Class;


 


(ii)        second,
to reimburse the holders of the Class HMD Certificates (in the same order of priority that the Class HMD Available Distribution
Amount would be applied for this purpose) for, and to the extent of, any unreimbursed Collateral Support Deficits previously allocated
to them, together with interest on such Collateral Support Deficits at the applicable Pass-Through Rate, in each case from the
date of allocation; and


 


(iii)       third,
upon the reduction of the Aggregate Certificate Balance of the Class HMD Certificates to zero, to pay any amounts remaining on
deposit in such account (to the extent of any amounts allocable to the Hammond Square B Note in accordance with the related Intercreditor
Agreement), to the Holders of the Class R Certificates.


 


(c)          On
each Distribution Date, following application of amounts on deposit in the Excess Liquidation Proceeds Reserve Account as provided
in Section 6.5(b), the Certificate Administrator shall withdraw any amounts on deposit in the TA Unused Fees Account and
shall apply such amounts as follows: first, to pay any current outstanding indemnification payments and other unreimbursed
expenses payable to the Trust Advisor pursuant to this Agreement; second, to reimburse the holders of Class A Senior Certificates
and the Class B, Class C and Class D Certificates to the extent of any Trust Advisor Expenses that were actually applied to reduce
the Distributable Certificate Interest of such Classes or the Aggregate Certificate Balance of such Classes, as applicable, on
any Distribution Date, which amounts will be allocated first as recoveries of principal of such Classes in the reverse order in
which the applicable Excess Trust Advisor Expenses were allocated to reduce the respective Aggregate Certificate Balances of such
Classes and then as recoveries of interest shortfalls on such Classes (other than the Class A-1, Class A-SB, Class A-2, Class A-3,
Class A-4 and Class A-S Certificates) in the reverse order in which the applicable Trust Advisor Expenses were allocated to reduce
Distributable Certificate Interest on such Classes; third, if such Distribution Date coincides with or follows the earlier
of (x) the final Distribution Date and (y) the date that the Aggregate Certificate Balance of the Principal Balance Certificates,
other than the Control Eligible Certificates, has been reduced to zero, to reimburse the holders of the Class A Senior Certificates
and the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates (in the same order of
priority that the Available Distribution Amount would be applied for this purpose) for, and to the extent of, any unreimbursed
Collateral Support Deficits previously allocated to such Classes, together with interest on such Collateral Support Deficits at
the applicable Pass-Through Rate, in each case from the date of allocation; fourth, if such Distribution Date coincides
with or follows the earlier of (x) the final Distribution Date and (y) the date that the Aggregate Certificate Balance of the Principal
Balance Certificates, other than the Control Eligible Certificates, has been reduced to zero, to reimburse the Class A Senior Certificates
and the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class X Certificates (in the same
order of priority that the Available Distribution Amount would be applied for this purpose) for, and to the extent of, any Unpaid
Interest due and owing to such Classes; and fifth, upon the reduction of the Aggregate Certificate Balance of the Principal
Balance Certificates to zero, to pay any amounts remaining on deposit in such account, to the Holders of the Class R Certificates.


 



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(d)          On
each Distribution Date, the Certificate Administrator shall withdraw from the Excess Interest Sub-account any Excess Interest on
deposit therein, and the Certificate Administrator shall pay such Excess Interest on such Distribution Date to the Holders of the
Class V Certificates.


 


(e)          On
each Distribution Date, following any allocations of Trust Advisor Expenses on such Distribution Date pursuant to Section 6.11,
the Certificate Administrator shall withdraw from the Class HMD Distribution Account an amount equal to the Class HMD Available
Distribution Amount and shall distribute such amount (other than the amount attributable to any Excess Liquidation Proceeds, which
shall be distributed in accordance with Section 6.5(b)), in the following amounts and order of priority:


 


(i)            to
make payments to the Holders of the Class HMD Certificates in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(ii)           to make payments to the Holders of the Class HMD Certificates, in reduction of the Aggregate Certificate
Balance thereof, in an amount up to the Class HMD Principal Distribution Amount for such Distribution Date, until the Aggregate
Certificate Balance of the Class HMD Certificates has been reduced to zero;





 


(iii)          to
make payments to the Holders of the Class HMD Certificates, first, to reimburse any unreimbursed Collateral Support
Deficits previously allocated thereto and not previously fully reimbursed, and second, of any unpaid interest at the applicable
Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(iv)          to the Class HMD Certificates, until all amounts of Trust Advisor Expenses previously allocated to such
Class, whether as a reduction of interest or as a reduction of the Aggregate Certificate Balance of such Class, but not previously
reimbursed, have been reimbursed in full (it being understood that previously allocated Trust Advisor Expenses are not reimbursable
as part of the reimbursement of previously allocated Collateral Support Deficits); and





 


(v)           to
make payments to the Holders of the Class R Certificates, up to the amount of any remaining portion of Class HMD Available Distribution
Amount on deposit in the Class HMD Distribution Account.


 


Section 6.6     Allocation
of Collateral Support Deficits.


 


(a)          REMIC
I. On each Distribution Date, following the deemed distributions with respect to the REMIC I Regular Interests on such Distribution
Date pursuant to Section 6.3, the Collateral Support Deficits, if any, with respect
to each REMIC I Regular Interest on such Distribution Date will be allocated to such REMIC I Regular Interest in reduction of the
REMIC I Principal Amount of such REMIC I Regular Interest.


 


(b)          REMIC
II. On each Distribution Date, following the deemed distributions with respect to the REMIC II Regular Interests on such Distribution
Date pursuant to Section 6.4, any Collateral Support Deficits with respect to the
REMIC II Regular Interests


 



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(other than any Class HMD REMIC II Regular Interest) on such Distribution Date will be allocated to
the respective REMIC II Regular Interests as follows:


 


(i)           first,
to REMIC II Regular Interest J, REMIC II Regular Interest H, REMIC II Regular Interest G, REMIC II Regular Interest F, REMIC II
Regular Interest E, REMIC II Regular Interest D, REMIC II Regular Interest C, REMIC II Regular Interest B and REMIC II Regular
Interest A-S, in that order, in each case in reduction of the REMIC II Principal Amount of the subject REMIC II Regular Interest
until such REMIC II Principal Amount is reduced to zero; and


 


(ii)      
   then, to REMIC II Regular Interest A-1, REMIC II Regular Interest A-SB, REMIC II Regular
Interest A-2, REMIC II Regular Interest A-3 and REMIC II Regular Interest A-4, on a pro rata basis in accordance with,
and in reduction of, the respective REMIC II Principal Amounts of such REMIC II Regular Interests until such REMIC II
Principal Amounts are reduced to zero.


 


On each Distribution Date, following the deemed distributions with respect to the REMIC II Regular
Interests on such Distribution Date pursuant to Section 6.4, any Collateral Support Deficits with respect to the Class
HMD REMIC II Regular Interest on such Distribution Date will be allocated to REMIC II Regular Interest HMD until its REMIC II
Principal Amount is reduced to zero.


 


 


(c)          REMIC
III. On each Distribution Date, following the distributions with respect to the Principal Balance Certificates on such Distribution
Date pursuant to Section 6.5, any Collateral Support Deficits with respect to the
Principal Balance Certificates on such Distribution Date will be allocated to the respective Classes of Principal Balance Certificates
as follows:


 


(i)           first,
to the Class J Certificates, the Class H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates,
the Class D Certificates, the Class C Certificates, the Class B Certificates and the Class A-S Certificates, in that order, in
each case in reduction of the Aggregate Certificate Balance of the subject Class of Principal Balance Certificates until such Aggregate
Certificate Balance is reduced to zero; and


 


(ii)          second,
to the Class A-1 Certificates, the Class A-SB Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates,
on a pro rata basis in accordance with, and in reduction of, the respective Aggregate Certificate Balances of such Classes
of Principal Balance Certificates until such Aggregate Certificate Balances are reduced to zero.


 


(d)          Class
HMD. On each Distribution Date, following the distributions with respect
to the Class HMD Certificates on such Distribution Date pursuant to Section 6.5, any Collateral Support Deficit with
respect to the Class HMD Certificates on such Distribution Date will be allocated to the Class HMD Certificates in reduction of
the Aggregate Certificate Balance of such Class until such Aggregate Certificate Balance is reduced to zero. If there has occurred
during the related Collection Period any final liquidation of the Hammond Square A/B Whole


 






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Loan
(or any portion thereof) or repayment on the final maturity date of the Hammond Square A/B Whole Loan, any losses or shortfalls
allocable to the Hammond Square B Note pursuant to the terms of the Hammond Square Intercreditor Agreement shall be applied to
reduce the Aggregate Certificate Balance of the Class HMD Certificates for purposes of calculating distributions of principal
on such Distribution Date. 


 


Section
6.7     Prepayment Interest Shortfalls and Net Aggregate Prepayment Interest Shortfalls. On each
Distribution Date, the portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution Date allocable to any
Principal Prepayment of any Mortgage Loan or the Hammond Square B Note during the related Collection Period shall be
allocated to the Corresponding REMIC I Regular Interest to reduce the Distributable Interest for such REMIC I
Regular Interest in accordance with the definition of “Distributable Interest”. On each Distribution Date, the
amount of any Net Aggregate Prepayment Interest Shortfall for such Distribution Date (i) with respect to the Mortgage Loans
shall be allocated among the respective REMIC II Regular Interests other than the Class HMD REMIC II Regular Interest
and (ii) with respect to the Hammond Square B Note shall be to the Class HMD REMIC II Regular Interest, in each case pro rata
in proportion to the Accrued Interest for each such REMIC II Regular Interest for such Distribution Date and shall
reduce Distributable Interest for each REMIC II Regular Interest in accordance with the definition of
“Distributable Interest”. On each Distribution Date, the amount of any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date (i) with respect to the Mortgage Loans shall be allocated among the respective Classes
of the REMIC III Regular Certificates (other than the Class HMD Certificates), and (ii) with respect to the Hammond
Square B Note shall be allocated to the Class HMD Certificates, in each case, pro rata in proportion to the
amount of Accrued Certificate Interest payable to each such Class of REMIC III Regular Certificates for such Distribution
Date and shall reduce the Distributable Certificate Interest for each such Class of REMIC III Regular Certificates for such
Distribution Date in accordance with the definition of “Distributable Certificate Interest”. On each Distribution
Date, the portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution Date allocable to a Class of
Class X Certificates shall, in turn, be allocated to the respective Class X REMIC III Regular Interests
related to such Class, pro rata in proportion to the Accrued Interest with respect to each Class X
REMIC III Regular Interest for such Distribution Date and shall reduce the Distributable Interest for each Class X
REMIC III Regular Interest for such Distributable Date in accordance with the definition of
“Distributable Interest”. No Prepayment Interest Shortfall with respect to a Serviced Companion Loan or a
Serviced B Note (other than the Hammond Square B Note) shall be allocated to any Class of Certificates.


 


Section 6.8     Adjustment
of Master Servicing Fees. The Master Servicing Fee payable to the Master Servicer shall be adjusted as provided in Section
5.2(a)(I)(iv) herein. Any amount retained by REMIC I as a result of a reduction of the Master Servicing Fee shall be treated
as interest collected with respect to the prepaid Mortgage Loans with respect to which the Master Servicing Fee adjustment occurs.
The Master Servicer shall deposit in the Distribution Account prior to each Distribution Date any Compensating Interest for such
Distribution Date not covered by the foregoing adjustment to Master Servicing Fees.


 


Section 6.9     Appraisal
Reductions. If an Appraisal Event occurs, the Special Servicer shall obtain (and shall use reasonable efforts to obtain within
sixty (60) days of such Appraisal Event) (A) an Appraisal (which the Special Servicer shall use reasonable efforts to


 



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 order within
fifteen (15) calendar days of the occurrence of the related Appraisal Event) of the Mortgaged Property securing the related Mortgage
Loan (other than any Non-Serviced Mortgage Loan), Loan Pair or A/B Whole Loan, if the Stated Principal Balance of such Mortgage
Loan, Loan Pair or A/B Whole Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Stated Principal Balance
is less than or equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI standards
or an Appraisal; provided that if the Special Servicer had completed or obtained an Appraisal or internal valuation within
the immediately prior nine (9) months, the Special Servicer may rely on such Appraisal or internal valuation and shall have no
duty to prepare a new Appraisal or internal valuation, unless the Special Servicer is aware of any material change to the related
Mortgaged Property, its earnings potential or risk characteristics, or marketability, or market conditions that have occurred
that would affect the validity of the appraisal or valuation; and provided, further, that an updated Appraisal
shall not be required with respect to any Mortgage Loan, A/B Whole Loan or Loan Pair, as applicable, and an Appraisal Reduction
will not be required, so long as a debt service reserve, letter of credit, guaranty or surety bond is available and has the ability
to pay off the then Unpaid Principal Balance of the subject Mortgage Loan, A/B Whole Loan or Loan Pair in full except to the extent
that the Special Servicer, in accordance with the Servicing Standard, determines that obtaining an Appraisal is in the best interests
of the Certificateholders. The Special Servicer shall update such Appraisal or valuation in accordance with the definition of
“market value” as set forth in 12 C.F.R. § 225.62 at least annually, and shall use reasonable efforts to do so
within thirty (30) days of each annual anniversary of the related Appraisal Event, to the extent such Mortgage Loan remains a
Required Appraisal Loan. The cost of any such Appraisal or valuation, if not performed by the Special Servicer, shall be an expense
of the Trust (and any related Serviced B Note) and may be paid from REO Income or, to the extent collections from such related
Mortgage Loan, Serviced B Note, Loan Pair or Mortgaged Property does not cover the expense, such unpaid expense shall be, subject
to Section 4.4 hereof, advanced by the Master Servicer at the request of the Special Servicer or by the Special Servicer
pursuant to Section 4.2 in which event it shall be treated as a Servicing Advance. The Special Servicer, based on the Appraisal
or internal valuation prepared or obtained by the Special Servicer and receipt of information requested by the Special Servicer
from the Master Servicer pursuant to this Section 6.9, shall calculate any Appraisal Reduction and promptly report such
amount to the Master Servicer, the Trustee, the Certificate Administrator, the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period) and the Trust Advisor. The Special Servicer shall calculate or recalculate
the Appraisal Reduction for any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced B Note and Loan Pair based
on updated Appraisals or internal valuations prepared or obtained from time to time by the Special Servicer and report such amount
to the Master Servicer, the Trustee, the Certificate Administrator, the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period) and the Trust Advisor annually. The Master Servicer shall provide the Special
Servicer with information (via electronic delivery) in its possession that is required to calculate or recalculate any Appraisal
Reduction pursuant to the definition thereof, using reasonable efforts to deliver such information within four (4) Business Days
of the Special Servicer’s written request (which request shall be made promptly, but in no event later than ten (10) Business
Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation);
provided the Special Servicer’s failure to timely make such request shall not relieve the Master Servicer of its
obligation to


 



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 provide such information to the Special Servicer in the manner and timing set forth in this sentence. The Master
Servicer shall not calculate Appraisal Reductions.


 


In the case of the Hammond
Square A/B Whole Loan, any Appraisal Reduction shall be calculated in respect of such A/B Whole Loan and allocated first, to the
Hammond Square B Note up to the Stated Principal Balance thereof, and then, to the Hammond Square Mortgage Loan.


 


On each and every day
following the Closing Date, the then Aggregate Certificate Balance of each Class of the Principal Balance Certificates shall be
notionally reduced (for purposes of determining the identity of the Controlling Class, whether a Subordinate Control Period, a
Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to the extent contemplated by the
definition of “Voting Rights”, the allocation of Voting Rights among the respective Classes of Principal Balance Certificates)
to the extent of the then existing Appraisal Reduction(s) (without giving effect to, and exclusive of, any Appraisal Reduction
calculated pursuant to the last sentence of the definition of “Appraisal Reduction” (other than the proviso contained
in such sentence)) allocable to such Class. The aggregate Appraisal Reduction in respect of or allocable to the Mortgage Loans
as of any date of determination shall be applied (solely for purposes of determining the identity of the Controlling Class, whether
a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect and, as and to
the extent contemplated by the definition of “Voting Rights”, the allocation of Voting Rights among the respective
Classes of Principal Balance Certificates) to notionally reduce the respective Aggregate Certificate Balances of the various Classes
of Principal Balance Certificates in the following order of priority: first, to the Class J Certificates; second,
to the Class H Certificates; third, to the Class G Certificates; fourth, to the Class F Certificates; fifth,
to the Class E Certificates; sixth, to the Class D Certificates; seventh, to the Class C Certificates; eighth,
to the Class B Certificates; ninth, to the Class A-S Certificates; and finally, pro rata to the (i) Class
A-1 Certificates, (ii) Class A-SB Certificates, (iii) Class A-2 Certificates, (iv) Class A-3 Certificates and (v) Class A-4 Certificates
based on their respective Aggregate Certificate Balances (provided in each case that no Aggregate Certificate Balance in
respect of any such Class may be notionally reduced below zero). With respect to any Appraisal Reduction calculated for the purposes
of determining the identity of the Controlling Class, the appraised value of the related Mortgaged Property shall be determined
on an “as-is” basis. If all or any portion of an Appraisal Reduction ceases to exist as of any date of determination,
then such Appraisal Reduction or applicable portion thereof shall no longer thereafter be applied in accordance with the foregoing
two (2) sentences to notionally reduce the Aggregate Certificate Balance of any Class of Principal Balance Certificates, and (consistent
with the foregoing) the Aggregate Certificate Balances of the applicable Classes of Principal Balance Certificates shall be notionally
restored to the extent such Appraisal Reduction or portion thereof ceases to exist.


 


On each and every day
following the Closing Date, the then Aggregate Certificate Balance of the Class HMD Certificates shall be notionally reduced to
the extent of the then existing Appraisal Reduction(s) allocable to such Class. The aggregate Appraisal Reduction in respect of
the Hammond Square A/B Whole Loan that is allocable to the Hammond Square B Note as of any date of determination shall be applied
to notionally reduce the Aggregate Certificate Balance of the Class HMD Certificates. If all or any portion of such an Appraisal





  



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Reduction
ceases to exist as of any date of determination, then such Appraisal Reduction or applicable portion thereof shall no longer thereafter
be applied in accordance with the foregoing sentence to notionally reduce the Aggregate Certificate Balance of the Class
HMD Certificates, and (consistent with the foregoing) the Aggregate Certificate Balances of the Class HMD Certificates shall be
notionally restored to the extent such Appraisal Reduction or portion thereof ceases to exist.


 


Any Appraisal Reduction
with respect to an A/B Whole Loan shall be allocated to notionally reduce the outstanding principal balance of the related Serviced
B Note prior to any allocation to the related A Note.



 


Any Appraisal Reduction
with respect to a Loan Pair shall be allocated between the related Mortgage Loan and the related Serviced Companion Loan on a pro
rata basis by Unpaid Principal Balance.


 


The Master Servicer shall
deliver to the Special Servicer notice of the occurrence of an Appraisal Event promptly following the Master Servicer’s knowledge
of the occurrence thereof, and the Special Servicer shall deliver to the Master Servicer notice of the occurrence of an Appraisal
Event promptly following the Special Servicer’s knowledge of the occurrence thereof. With respect to any Loan Pair, the Master
Servicer shall deliver to any related Other Master Servicer, Other Special Servicer and Other Trustee (i) notice of the occurrence
of any Appraisal Event in respect of such Loan Pair promptly following its knowledge, or receipt of notice from the Special Servicer,
of the occurrence thereof and (ii) a statement of any Appraisal Reduction in respect of such Loan Pair promptly following its receipt
from the Special Servicer of the calculation or recalculation thereof.


 


The Holders of the majority
(based on Certificate Balance) of any Class of Control Eligible Certificates the Aggregate Certificate Balance of which has been
reduced to less than 25% of the initial Aggregate Certificate Balance thereof as a result of an allocation of Appraisal Reductions
in respect of such Class (such Class, an “Appraised-Out Class”) shall have the right, at their sole expense,
to present to the Special Servicer a second (2nd) Appraisal of the Mortgaged Property securing any Required Appraisal
Loan (other than any Non-Serviced Mortgage Loan) (such holders, the “Requesting Holders”) prepared by an Independent
MAI appraiser on an “as-is” basis and acceptable to the Special Servicer in accordance with the Servicing Standard.
Upon receipt of such second (2nd) Appraisal, the Special Servicer shall determine, in accordance with the Servicing
Standard, whether, based on its assessment of such second (2nd) Appraisal, any recalculation of the applicable Appraisal
Reduction is warranted and, if so warranted, shall recalculate such Appraisal Reduction based upon such second (2nd)
Appraisal. Any Appraised-Out Class(es) (together with any other Classes of Control Eligible Certificates affected by such Appraisal
Reduction) shall have the related Aggregate Certificate Balance(s) notionally restored to the extent required by such recalculation
of the Appraisal Reduction, and there will be a redetermination of whether a Subordinate Control Period, a Collective Consultation
Period or a Senior Consultation Period is then in effect, as applicable. The right of any Appraised-Out Class to present a second
(2nd) Appraisal in connection with any Required Appraisal Loan is limited to one Appraisal with respect to each Mortgaged
Property relating to such Required Appraisal Loan.


  



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In addition, if
subsequent to a Class of Control Eligible Certificates becoming an Appraised-Out Class there is a material change with
respect to any of the Mortgaged Properties related to the Appraisal Reduction that caused such Class to become an
Appraised-Out Class, the applicable Requesting Holders shall have the right (except in the case of a Non-Serviced Mortgage
Loan), at their sole expense, to present to the Special Servicer an additional Appraisal prepared by an Independent MAI
appraiser on an “as-is” basis and acceptable to the Special Servicer in accordance with the Servicing Standard.
Subject to the Special Servicer’s confirmation, determined in accordance with the Servicing Standard, that there has
been a change with respect to the related Mortgaged Property and such change was material, the Special Servicer shall
determine, in accordance with the Servicing Standard, whether, based on its assessment of such additional Appraisal, any
recalculation of the applicable Appraisal Reduction is warranted and, if so warranted, shall recalculate such Appraisal
Reduction based upon such additional Appraisal. Any Appraised-Out Class(es) (together with any other Classes of Control
Eligible Certificates affected by such Appraisal Reduction) shall have the related Aggregate Certificate
Balance(s) notionally restored to the extent required by such recalculation of the Appraisal Reduction, and there shall be a
redetermination of whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is
then in effect, as applicable. With respect to each Class of Control Eligible Certificates, the right to present the Special
Servicer with additional Appraisals as provided in this paragraph is limited to no more frequently than once in any twelve
(12)-month period.


 


Appraisals that are permitted
to be presented by any Appraised-Out Class will be in addition to any Appraisals that the Special Servicer may otherwise be required
to obtain in accordance with the Servicing Standard upon the occurrence of such material change or that the Special Servicer is
otherwise required or permitted to order under this Agreement without regard to any appraisal requests made by any Requesting Holder.


 


Any Appraised-Out Class
shall not be entitled to exercise any rights of the Controlling Class until such time, if any, as such Class is reinstated as the
Controlling Class; and the rights of the Controlling Class will be exercised by the Holders of the next most senior Class of Control
Eligible Certificates that is not an Appraised-Out Class, if any.


 


Copies of all Appraisals
and other Third Party Reports obtained pursuant to this Agreement by the Special Servicer or the Master Servicer with respect to
any Mortgaged Property shall be delivered (in electronic format or hard copy) to the other such servicer and to the Trustee, the
Certificate Administrator (in electronic format), the 17g-5 Information Provider (in electronic format) and the Trust Advisor.


 


Section 6.10     Prepayment
Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a Serviced B Note or Serviced Companion
Loan, which Prepayment Premium is payable to the holder of the related Serviced B Note or the related Serviced Companion Loan,
as applicable) during any particular Collection Period shall be distributed by the Certificate Administrator on the following
Distribution Date as follows:


 


(i)            The
respective Classes of the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates
then entitled to distributions of principal from the Principal Distribution Amount for such Distribution Date will








 



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be
entitled to, and the Certificate Administrator on behalf of the Trustee will pay to such Classes, an amount equal to, in the case
of each such Class, the product of (A) a fraction, the numerator of which is the amount distributed as principal to that Class
on that Distribution Date, and the denominator of which is the total amount distributed as principal to the Holders of the Class
A-1, Class A-SB, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class C and Class D Certificates on that Distribution Date,
multiplied by (B) the Base Interest Fraction for the related Principal Prepayment and that Class, multiplied by (C) the amount
of the Prepayment Premium collected in respect of such Principal Prepayment during the related Collection Period.


 


(ii)           Any
portion of any such Prepayment Premium that is not so distributed to any of the Class A-1, Class A-SB, Class A-2, Class A-3,
Class A-4, Class A-S, Class B, Class C or Class D Certificates in accordance with the immediately preceding clause (i)
distributed (the applicable “Class X YM Distribution Amount”) will be distributed to the Holders of the
Class X-A, Class X-B and Class X-D Certificates as follows: first, to the Holders of the Class X-A Certificates in an
amount equal to the product of (A) a fraction, the numerator of which is the total amount distributed as principal with
respect to the Class A Senior Certificates on the applicable Distribution Date, and the denominator of which is the total
amount distributed as principal with respect to all Classes of Principal Balance Certificates on the applicable Distribution
Date, multiplied by (B) the applicable Class X YM Distribution Amount; second, to the Holders of the Class X-B
Certificates in an amount equal to the product of (A) a fraction, the numerator of which is the total amount distributed as
principal with respect to the Class A-S Certificates on the applicable Distribution Date, and the denominator of which is the
total amount distributed as principal with respect to all Classes of Principal Balance Certificates on the applicable
Distribution Date, multiplied by (B) the applicable Class X YM Distribution Amount; and then to the Holders of the
Class X-D Certificates in an amount equal to the applicable Class X YM Distribution Amount minus any distributions to the
Holders of the Class X-A and Class X-B Certificates pursuant to the foregoing clauses.


 


Notwithstanding any
of the foregoing to the contrary, if at any time the Aggregate Certificate Balance of the Principal Balance Certificates (other
than the Control Eligible Certificates) has been reduced to zero as a result of the allocation of principal payments on the Mortgage
Loans, any Prepayment Premium collected with respect to a Mortgage Loan (but not a Serviced B Note or Serviced Companion Loan,
which Prepayment Premium is payable to the holder of the related Serviced B Note or the related Serviced Companion Loan, as applicable
pursuant to the terms of the related Intercreditor Agreement) during any particular Collection Period shall be distributed by
the Certificate Administrator on the following Distribution Date as follows: 


 


(x)           The
respective Classes of the Class E, Class F, Class G, Class H and Class J Certificates then entitled to distributions of principal
from the Principal Distribution Amount for such Distribution Date will be entitled to, and the Certificate Administrator on behalf
of the Trustee will pay to such Classes, an amount equal to, in the case of each such Class, the product of (A) a fraction, the
numerator of which is the amount distributed as principal to that Class on that Distribution Date, and the denominator of which
is the total amount distributed as principal to the Holders of the Class E, Class F, Class G, Class H and Class J Certificates
on that Distribution Date, multiplied by (B) the Base Interest Fraction for the related Principal





 



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Prepayment
and that Class, multiplied by (C) the amount of the Prepayment Premium collected in respect of such Principal Prepayment during
the related Collection Period;


 


(y)          Any
portion of any such Prepayment Premium that is not so distributed to any of the Class E, Class F, Class G, Class H or Class J
Certificates in accordance with the immediately preceding clause (x) (the applicable “Class X YM Subordinate Distribution
Amount”) will be distributed to the Holders of the Class X-E, Class X-F, Class X-GH and Class X-J Certificates as follows:
first, to the Holders of the Class X-E Certificates in an amount equal to the product of (A) a fraction, the numerator
of which is the total amount distributed as principal with respect to the Class E Certificates on the applicable Distribution
Date, and the denominator of which is the total amount distributed as principal with respect to all Classes of Principal Balance
Certificates on the applicable Distribution Date, multiplied by (B) the applicable Class X YM Subordinate Distribution Amount;
second, to the Holders of the Class X-F Certificates in an amount equal to the product of (A) a fraction, the numerator
of which is the total amount distributed as principal with respect to the Class F Certificates on the applicable Distribution
Date, and the denominator of which is the total amount distributed as principal with respect to all Classes of Principal Balance
Certificates on the applicable Distribution Date, multiplied by (B) the applicable Class X YM Subordinate Distribution Amount;
third, to the Holders of the Class X-GH Certificates in an amount equal to the product of (A) a fraction, the numerator
of which is the total amount distributed as principal with respect to the Class G and Class H Certificates on the applicable Distribution
Date, and the denominator of which is the total amount distributed as principal with respect to all Classes of Principal Balance
Certificates on the applicable Distribution Date, multiplied by (B) the applicable Class X YM Subordinate Distribution Amount;
and then to the Holders of the Class X-J Certificates in an amount equal to the applicable Class X YM Subordinate Distribution
Amount minus any distributions to the Holders of the Class X-E, Class X-F and Class X-GH Certificates pursuant to the foregoing
clauses.


 


All distributions of
Prepayment Premiums, if any, made with respect to a Class of Class X Certificates on any Distribution Date, pursuant to this Section
6.10, shall be made, and shall be deemed to have been made, in respect of the various Class X REMIC III Regular Interests that
relate to the subject Class of Class X Certificates, pro rata in accordance with the respective amounts by which the Notional
Amounts of such Class X REMIC III Regular Interests declined on such Distribution Date.


 


Any Prepayment Premium
collected with respect to the Hammond Square B Note during any particular Collection Period shall be distributed by the Certificate
Administrator on the following Distribution Date to the Class HMD Certificates.


 


Section 6.11     Allocation
of Trust Advisor Expenses.


 


(a)            On
each Distribution Date, immediately prior to the distributions to be made to the Certificateholders for such Distribution Date
pursuant to Section 6.5(a), the Certificate Administrator shall allocate Trust Advisor Expenses not attributable to the
Hammond Square B Note to reduce the Distributable Certificate Interest for such Distribution Date for the Class D Certificates,
Class C Certificates and the Class B Certificates, in that order, in each case, until the Distributable Certificate Interest of
such Class for such Distribution Date has been 


 



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reduced
to zero. Trust Advisor Expenses shall not be allocated to reduce interest distributable to the Class A Senior Certificates, the
Class A-S Certificates, the Class X Certificates, the Class V Certificates (with respect to Excess Interest), the Control Eligible
Certificates or any Serviced B Note (other than the Hammond Square B Note in accordance with the terms of the related Intercreditor
Agreement) or Serviced Companion Loan.


 


To the extent that
the amount of Trust Advisor Expenses not attributable to the Hammond Square B Note that are payable with respect to any
Distribution Date is greater than the aggregate amount of Distributable Certificate Interest otherwise distributable on the
Class B, Class C and Class D Certificates for such Distribution Date, the resulting Excess Trust Advisor Expenses shall
reduce the Principal Distribution Amount for such Distribution Date otherwise allocable to the Principal Balance Certificates
that are not Control Eligible Certificates. In addition, such Excess Trust Advisor Expenses shall be allocated to reduce the
Aggregate Certificate Balances of the respective Classes of Principal Balance Certificates that are not Control Eligible
Certificates up to the aggregate amount of such reduction of the Principal Distribution Amount in the following order: first,
to the Class D Certificates, until the remaining Aggregate Certificate Balance of such Class of Certificates has been reduced
to zero, second, to the Class C Certificates until the Certificate Balance of such Class of Certificates has been
reduced to zero, third, to the Class B Certificates until the Certificate Balance of such Class of Certificates has
been reduced to zero, fourth, to the Class A-S Certificates until the Certificate Balance of such Class of
Certificates has been reduced to zero; and then, among the respective Classes of Class A Senior Certificates, pro
rata (based upon their respective Aggregate Certificate Balances), until the remaining Aggregate Certificate Balances of
the Class A Senior Certificates have been reduced to zero.


 


Trust Advisor Expenses
attributable to the Hammond Square B Note shall reduce the Class HMD Principal Distribution Amount for such Distribution Date
otherwise allocable to the Class HMD Certificates. In addition, such excess Trust Advisor Expenses shall be allocated to reduce
the Aggregate Certificate Balance of the Class HMD Certificates up to the aggregate amount of such reduction of the Class HMD
Principal Distribution Amount until the remaining Aggregate Certificate Balance of such Class of Certificates has been reduced
to zero. 


 


Any Trust Advisor Expenses
(including Excess Trust Advisor Expenses) allocated to a Class of Certificates shall be allocated among the respective Certificates
of such Class in proportion to the Percentage Interests evidenced by such Certificates. Any Trust Advisor Expenses remaining unreimbursed
after the allocations set forth in the preceding paragraphs shall remain unreimbursed until the next Distribution Date that such
applicable amounts are available. In no event shall any Trust Advisor Expenses (including Excess Trust Advisor Expenses) reduce
or delay any principal or interest payable in respect of the Class V Certificates (with respect to Excess Interest) or the Control
Eligible Certificates.


 


(b)           On
any Distribution Date, the amount reimbursable to the Trust Advisor in respect of Trust Advisor Expenses for such Distribution
Date shall not exceed the sum of (i) the portion of the Principal Distribution Amount for such Distribution Date otherwise distributable
to the Principal Balance Certificates that are not Control Eligible Certificates, (ii) the aggregate amount of Distributable Certificate
Interest (for such purposes, calculated without regard to any reductions therein as a result of Trust Advisor Expenses for such
Distribution Date) that would 


 



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otherwise
be distributable to the Class B, Class C and Class D Certificates for such Distribution Date and (iii) the Class HMD Principal
Distribution Amount for such Distribution Date distributable to the Class HMD Certificates. Any amount of Trust Advisor Expenses
that are not reimbursed on a Distribution Date shall be payable on the next Distribution Date to the extent funds are sufficient,
in accordance with this Section 6.11(b), to make such payments.


 


(c)           To
the extent any Actual Recoveries of Trust Advisor Expenses not attributable to the Hammond Square B Note are received during
any Collection Period, such amounts shall be allocated first, as an increase in the Aggregate Certificate Balance of each
applicable Class of Principal Balance Certificates in the reverse order in which the Excess Trust Advisor Expenses were
allocated in reduction of the Aggregate Certificate Balance of the Class A Senior Certificates, the Class A-S Certificates,
the Class B Certificates, the Class C Certificates and/or the Class D Certificates pursuant to Section 6.11(a), with a
corresponding increase in the Principal Distribution Amount for the related Distribution Date in the aggregate amount of such
increases to such Aggregate Certificate Balances and then, as an increase in the Distributable Certificate Interest
for the related Distribution Date in respect of the Class B, Class C and Class D Certificates, in that order, in each case,
up to an amount equal to the aggregate reduction of the subject Class’s Distributable Certificate Interest for all
prior Distribution Dates (including as payment to a more senior Class of Certificates in respect of interest shortfalls
created by previously allocated Trust Advisor Expenses), to the extent not previously reimbursed.


 


On each Distribution
Date, if and to the extent that Trust Advisor Expenses have been allocated to the Class B Certificates on any prior Distribution
Date in reduction of the Distributable Certificate Interest for such Class of Certificates, and such reductions in Distributable
Certificate Interest for such Class of Certificates have not been previously reimbursed, then the Class B Certificates will be
entitled to reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class B Certificates for such Distribution
Date (with a corresponding increase in the Distributable Certificate Interest with respect to the Class B Certificates for such
Distribution Date): first, out of amounts otherwise distributable as interest to the Holders of the Class D Certificates
for such Distribution Date, in each case up to (and with a corresponding reduction in) the Distributable Certificate Interest with
respect to the Class D Certificates for such Distribution Date (calculated for purposes of this paragraph without regard to clause
(A)(3) of the definition of “Distributable Certificate Interest”); and second, out of amounts otherwise
distributable as interest to the Class C Certificates for such Distribution Date, up to (and with a corresponding reduction in)
the Distributable Certificate Interest with respect to the Class C Certificates for such Distribution Date (calculated for purposes
of this paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”).


 


On each Distribution
Date, if and to the extent that Trust Advisor Expenses have been allocated to the Class C Certificates on any prior Distribution
Date in reduction of the Distributable Certificate Interest for such Class of Certificates, and such reductions in Distributable
Certificate Interest for such Class of Certificates have not been previously reimbursed, then the Class C Certificates will be
entitled to reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class C Certificates for such Distribution
Date (with a corresponding increase in the Distributable Certificate Interest with respect to the Class C Certificates for such
Distribution Date) out of amounts otherwise distributable as interest to the


 



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Holders
of the Class D Certificates for such Distribution Date, in each case up to (and with a corresponding reduction in) the Distributable
Certificate Interest with respect to the Class D Certificates, for such Distribution Date (calculated for purposes of this paragraph
without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”), reduced by any
reimbursement made on such Distribution Date to the Class B Certificates pursuant to the prior paragraph out of amounts otherwise
distributable as interest to the Class D Certificates.


 


Any reimbursement made
out of amounts otherwise distributable as interest to the Class C or Class D Certificates on any Distribution Date pursuant to
any of the prior two (2) paragraphs, shall be deemed an allocation to such Class of the Trust Advisor Expenses being reimbursed
to the Holders of a more senior Class of Certificates.


 


To the extent any Actual
Recoveries of Trust Advisor Expenses attributable to the Hammond Square B Note are received during any Collection Period, such
amounts shall be allocated as an increase in the Aggregate Certificate Balance of the Class HMD Certificates in respect of which
the applicable Trust Advisor Expenses were allocated in reduction of the Aggregate Certificate Balance of such Class pursuant
to Section 6.11(a), with a corresponding increase in the Class HMD Principal Distribution Amount for the related Distribution
Date in the amount of such increases to such Aggregate Certificate Balance. 




 





(d)           On
each Distribution Date, if any Trust Advisor Expense is allocated to the Class B, Class C or Class D Certificates in reduction
of the Distributable Certificate Interest of such Class of Certificates for such Distribution Date, then such Trust Advisor Expense
will be deemed allocated to the Corresponding REMIC II Regular Interest in reduction of the Distributable Interest of such Corresponding
REMIC II Regular Interest for such Distribution Date. In addition, on each Distribution Date, if any Excess Trust Advisor Expense
is allocated to the Class A Senior Certificates, the Class A-S Certificates, the Class B Certificates, the Class C Certificates
or the Class D Certificates in reduction of the Aggregate Certificate Balance of such Class of Certificates, then such Excess Trust
Advisor Expense will be deemed allocated to the Corresponding REMIC II Regular Interest in reduction of the REMIC II Principal
Amount of such Corresponding REMIC II Regular Interest.


 


(e)           For
the avoidance of doubt and notwithstanding anything to the contrary contained herein, each of the parties hereto acknowledges and
agrees (and each Certificateholder, by its acceptance of such Certificate, is deemed to acknowledge and agree) that all calculations
to be made hereunder in respect of the entitlement of the Control Eligible Certificates to receive interest, principal and other
amounts (including P&I Advances in respect to such Certificates) shall be made such that (i) the Control Eligible Certificates
shall be paid the amounts to which they are entitled on each Distribution Date as if no Trust Advisor Expenses had been incurred,
reimbursed or reimbursable, and (ii) in no event shall any Trust Advisor Expenses reduce or delay in any manner any principal,
interest or other amounts (including P&I Advances) payable or reimbursable to the Control Eligible Certificates.


 






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ARTICLE
VII

CONCERNING THE TRUSTEE, THE CUSTODIAN AND THE CERTIFICATE ADMINISTRATOR


 


Section 7.1     Duties
of the Trustee, the Custodian and the Certificate Administrator.


 


(a)           The
Trustee, the Custodian and the Certificate Administrator each shall undertake to perform only those duties as are specifically
set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee, the
Custodian or the Certificate Administrator. Any permissive right of the Trustee, the Custodian or the Certificate Administrator
provided for in this Agreement shall not be construed as a duty or obligation of the Trustee, the Custodian or the Certificate
Administrator. The Trustee, the Custodian and the Certificate Administrator each shall exercise such of the rights and powers
vested in it by this Agreement and following the occurrence and during the continuation of any Servicer Termination Event or Trust
Advisor Termination Event hereunder, the Trustee, the Custodian and the Certificate Administrator each shall use the same degree
of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s
own affairs.



 


(b)           The
Trustee, the Custodian or the Certificate Administrator, as applicable, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the Trustee, the Custodian or the Certificate Administrator,
as the case may be, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine
them to determine whether they conform on their face to the requirements of this Agreement; provided that the Trustee, the
Custodian or the Certificate Administrator, as the case may be, shall not be responsible for the accuracy or content of any such
resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Master Servicer or any
other Person to it pursuant to this Agreement. If any such instrument is found on its face not to conform to the requirements of
this Agreement, the Trustee, the Custodian or the Certificate Administrator shall request the providing party to correct the instrument
and if not so corrected, the Certificate Administrator shall inform the Certificateholders.


 


(c)           None
of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents
or Controlling Persons shall have any liability to the Trust or the Certificateholders arising out of or in connection with this
Agreement, except for their respective negligent failure to act or their own negligence, willful misconduct or bad faith. No provision
of this Agreement shall be construed to relieve the Trustee, the Custodian, the Certificate Administrator or any of their respective
directors, officers, employees, agents or Controlling Persons from liability for their own negligent action, their own negligent
failure to act or their own willful misconduct or bad faith; provided that:


 


(i)           none
of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents
or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in its
reasonable business judgment and reasonably believed by it to be authorized or within the


 



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discretion
or rights or powers conferred upon it by this Agreement or, to the extent not expressly inconsistent with the other terms of this
Agreement, at the direction of Holders of Certificates evidencing not less than a majority of the Voting Rights of all the Certificates;


 


(ii)          no
provision of this Agreement shall require the Trustee, the Custodian or the Certificate Administrator to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it;


 


(iii)         except
as specifically provided hereunder in connection with the performance of its specific duties, none of the Trustee, the Custodian,
the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall be
responsible for any act or omission of the Master Servicer, the Special Servicer, the Trust Advisor, the Depositor or any Seller,
or for the acts or omissions of each other, including, without limitation, in connection with actions taken pursuant to this Agreement;


 


(iv)         the
execution by the Trustee, the Custodian or the Certificate Administrator of any forms or plans of liquidation in connection
with any REMIC Pool shall not constitute a representation by the Trustee, the Custodian or the Certificate Administrator as
to the adequacy of such form or plan of liquidation;


 


(v)          none
of the Trustee, the Custodian or the Certificate Administrator shall be under any obligation to appear in, prosecute or defend
any legal action which is not incidental to its duties as Trustee, the Custodian or the Certificate Administrator, as applicable
in accordance with this Agreement. In such event, all legal expense and costs of such action shall be expenses and costs of the
Trust, and the Trustee, the Custodian and the Certificate Administrator shall be entitled to be reimbursed therefor from the Collection
Account pursuant to Section 5.2(a)(I)(vi); and


 


(vi)         none
of the Trustee, the Custodian or the Certificate Administrator shall be charged with knowledge of any failure by the Master Servicer,
the Special Servicer or the Trust Advisor or by each other to comply with its obligations under this Agreement or any act, failure,
or breach of any Person upon the occurrence of which the Trustee, the Custodian or the Certificate Administrator may be required
to act, unless a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, as the case may be, obtains
actual knowledge of such act, failure or breach, as applicable.


 


Section 7.2     Certain
Matters Affecting the Trustee, the Custodian and the Certificate Administrator.


 


(a)          Except
as otherwise provided in Section 7.1:


 


(i)            the
Trustee, the Custodian and the Certificate Administrator each may request, and may rely and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper or


 



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document
believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)     
    the Trustee, the Custodian and the Certificate Administrator each may consult with counsel and the advice
of such counsel and any opinion of counsel shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel;


 


(iii)         the
Trustee, the Custodian and the Certificate Administrator shall not be under any obligation to exercise any remedies after
default as specified in this Agreement or to institute, conduct or defend any litigation hereunder or relating hereto or make
any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document (provided the same appears regular on its
face), unless requested in writing to do so by Holders of Certificates evidencing at least 25% of the Voting Rights of all
the Certificates; provided that, if the payment within a reasonable time to the Trustee, the Custodian or the
Certificate Administrator, as applicable, of the costs, expenses or liabilities likely to be incurred by it in connection
with the foregoing is, in the opinion of such Person not reasonably assured to such Person by the security afforded to it by
the terms of this Agreement, such Person may require reasonable indemnity against such expense or liability or payment of
such estimated expenses as a condition to proceeding. The reasonable expenses of the Trustee, the Custodian or the
Certificate Administrator, as applicable, shall be paid by the Certificateholders requesting such examination;


 


(iv)          the
Trustee, the Custodian and the Certificate Administrator each may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys, which agents or attorneys shall have any or all of the rights,
powers, duties and obligations of the Trustee, the Custodian and the Certificate Administrator conferred on them by such appointment;
provided that (i) each of the Trustee, the Custodian and the Certificate Administrator, as the case may be, shall continue
to be responsible for its duties and obligations hereunder as if it had not retained such agent or attorney and (ii) the Trustee,
the Custodian or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that
is a Prohibited Party without the consent of the Depositor acting in its sole discretion;


 


(v)           none
of the Trustee, the Custodian or the Certificate Administrator (in its capacity as such) shall be required to obtain a deficiency
judgment against a Mortgagor;


 


(vi)          none
of the Trustee, the Custodian or the Certificate Administrator shall be liable for any loss on any investment of funds pursuant
to this Agreement, except as expressly provided herein;


 


(vii)         unless
otherwise specifically required by law, none of the Trustee, the Custodian or the Certificate Administrator shall be required
to post any surety or bond of any kind in connection with the execution or performance of its duties hereunder;





 



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(viii)        in
no event shall the Trustee, Certificate Administrator or Custodian be liable for any failure or delay in the performance of its
obligations hereunder due to force majeure; provided, that such failure or delay is not also a result of its own negligence,
bad faith or willful misconduct;


 


(ix)          nothing
herein shall require the Trustee, the Certificate Administrator or the Custodian to act in any manner that is contrary to applicable
law; and


 


(x)           except
as otherwise expressly set forth in this Agreement, knowledge or information acquired by Wells Fargo Bank, National Association,
in any of its respective capacities as Certificate Administrator, Custodian or Master Servicer, shall not be imputed to Wells Fargo
Bank, National Association in any of its other capacities as Certificate Administrator, Custodian or Master Servicer, as applicable.


 


(b)          Following
the Closing Date, the Trustee shall not accept any contribution of assets to the Trust not specifically contemplated by this Agreement
unless the Trustee shall have received a Nondisqualification Opinion at the expense of the Person desiring to contribute such assets
with respect to such contribution.


 


(c)          All
rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee, may be enforced by the
Trustee without the possession of any of the Certificates, or the production thereof at the trial or any proceeding relating
thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the benefit of
all the Holders of such Certificates, subject to the provisions of this Agreement.


  


(d)           The
Trustee shall timely pay, from its own funds, the amount of any and all federal, state and local taxes imposed on the Trust or
its assets or transactions including, without limitation, (A) “prohibited transaction” penalty taxes as defined in
Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on “net income from foreclosure property” as defined
in Section 860G(c) of the Code, but only to the extent such taxes arise solely out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence, bad faith or willful misconduct of the Trustee.


 


(e)           The
Certificate Administrator shall timely pay, from its own funds, the amount of any and all federal, state and local taxes imposed
on the Trust or its assets or transactions including, without limitation, (A) “prohibited transaction” penalty taxes
as defined in Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC
after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on “net income from foreclosure property”
as defined in Section 860G(c) of the Code, but only to the extent such taxes arise solely out of a breach by the Certificate Administrator
of its obligations hereunder, which breach constitutes negligence, bad faith or willful misconduct of the Certificate Administrator.


 


Section 7.3     The
Trustee, the Custodian and the Certificate Administrator Not Liable for Certificates or Interests or Mortgage Loans.
The Trustee, the Custodian and the Certificate Administrator each makes no representations as to the validity or sufficiency of


 



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this Agreement, the
Certificates or the information contained in the Private Placement Memorandum, the Preliminary Prospectus or the Final
Prospectus (other than the Certificate of Authentication on the Certificates if the Certificate Administrator is the
Authenticating Agent and the information in the Private Placement Memorandum, the Free Writing Prospectus and the
Prospectus Supplement for which the Trustee, the Custodian and the Certificate Administrator indemnify certain parties
pursuant to the Trustee Indemnification Agreement, the Custodian Indemnification Agreement and the Certificate Administrator
Indemnification Agreement, respectively) or of any Mortgage Loan, the Hammond Square B Note, any Assignment of Mortgage or
related document save that each of the Trustee, the Custodian and the Certificate Administrator, as to itself, represents
that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and
delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except
that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the
enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement
is considered in a proceeding in equity or at law. None of the Trustee, the Custodian or the Certificate Administrator shall
be accountable for the use or application by the Depositor or the Master Servicer or the Special Servicer or by each other of
any of the Certificates or any of the proceeds of such Certificates, or for the use or application by the Depositor or the
Master Servicer or the Special Servicer or by each other of funds paid in consideration of the assignment of the Mortgage
Loans and the Hammond Square B Note to the Trust or deposited into the Distribution Account or any other fund or account
maintained with respect to the Certificates or any account maintained pursuant to this Agreement or for investment of any
such amounts. No recourse shall be had for any claim based on any provisions of this Agreement, the Certificates or the
Private Placement Memorandum or the Preliminary Prospectus or the Final Prospectus (except (i) with respect to the
Trustee, to the extent of the information regarding the Trustee in each of the Private Placement Memorandum, the Free Writing
Prospectus and the Prospectus Supplement for which the Trustee indemnifies certain parties pursuant to the Trustee
Indemnification Agreement, (ii) with respect to the Custodian, to the extent of the information regarding the Custodian in
each of the Private Placement Memorandum, the Free Writing Prospectus and the Prospectus Supplement for which the Custodian
indemnifies certain parties pursuant to the Custodian Indemnification Agreement and (iii) with respect to the Certificate
Administrator, to the extent of the information regarding the Certificate Administrator in each of the Private Placement
Memorandum, the Free Writing Prospectus and the Prospectus Supplement for which the Certificate Administrator indemnifies
certain parties pursuant to the Certificate Administrator Indemnification Agreement), the Mortgage Loans, the Hammond Square
B Note or the assignment thereof against the Trustee, the Custodian or the Certificate Administrator in such Person’s
individual capacity and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish
indemnity as provided herein. None of the Trustee, the Custodian or the Certificate Administrator (in its capacity as such)
shall be liable for any action or failure of any action by the Depositor or the Master Servicer or the Special Servicer or
the Trust Advisor or by each other hereunder. None of the Trustee, the Custodian or the Certificate Administrator shall at
any time have any responsibility or liability for or with respect to the legality, validity or enforceability of
the Mortgages or the Mortgage Loans or the Hammond Square B Note, or the perfection and priority of the Mortgages or the
maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust or its ability to
generate the payments to be


 



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distributed to Certificateholders under this Agreement, including, without limitation, the
existence, condition and ownership of any Mortgaged Property; the existence and enforceability of any hazard insurance
thereon; the validity of the assignment of the Mortgage Loans or the Hammond Square B Note to the Trust or of any intervening
assignment; the completeness of the Mortgage Loans or the Hammond Square B Note; the performance or enforcement of the
Mortgage Loans or the Hammond Square B Note (other than if the Trustee shall assume the duties of the Master Servicer); the
compliance by the Depositor, each Seller, the Mortgagor, the Master Servicer, the Special Servicer, the Trust Advisor or each
other with any warranty or representation made under this Agreement or in any related document or the accuracy of any such
warranty or representation made under this Agreement or in any related document prior to the receipt by a Responsible Officer
of the Trustee of notice or other discovery of any non-compliance therewith or any breach thereof; any investment of monies
by or at the direction of the Master Servicer or the Special Servicer or any loss resulting therefrom; the failure of the
Master Servicer or the Special Servicer to act or perform any duties required of it on behalf of the Trustee hereunder; or
any action by the Trustee taken at the instruction of the Master Servicer or the Special Servicer.


 


Section 7.4     The
Trustee, the Custodian and the Certificate Administrator May Own Certificates. Each of the Trustee, the Custodian and the
Certificate Administrator in its individual or any other capacity may become the owner or pledgee of Certificates with the same
rights it would have if it were not the Trustee, the Custodian or the Certificate Administrator, as the case may be.




 


Section 7.5     Eligibility
Requirements for the Trustee, the Custodian and the Certificate Administrator.


 


(a)           The
Trustee hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national banking
association, organized and doing business under the laws of the United States of America or of any state thereof, authorized to
exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision
or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated
at least “A2” by Moody’s (or in the case of Wilmington Trust, National Association, 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, a rating by KBRA at least equivalent to “A2” by Moody’s, and that has a short-term unsecured
debt rating of at least “P-1” by Moody’s and, if rated by KBRA, a rating at least equivalent to the foregoing
by KBRA (or, in the case of any Rating Agency with respect to either the long-term or short-term ratings specified in this Section
7.5(a), such lower rating or ratings as is the subject of a Rating Agency Confirmation from such Rating Agency and Morningstar)
and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes
reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority,
then, for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking
association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
In case at any time the Trustee shall cease to be


  



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eligible
in accordance with provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified
in Section 7.6.


 


(b)           The
Custodian hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national
banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized
to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision
or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated
at least “A2” by Moody’s and, if rated by KBRA, a rating by KBRA at least equivalent to “A2” by Moody’s,
and that has a short-term unsecured debt rating of at least “P-1” by Moody’s and, if rated by KBRA, a rating
at least equivalent to the foregoing by KBRA (or, in the case of any Rating Agency with respect to either the long-term or short-term
ratings specified in this Section 7.5(b), such lower rating or ratings as is the subject of a Rating Agency Confirmation
from such Rating Agency and Morningstar) and (iv) a Person that is not a Prohibited Party. If such corporation, national bank or
national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then, for the purposes of this Section, the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Custodian shall cease to be eligible in accordance with provisions of
this Section, the Custodian shall resign immediately in the manner and with the effect specified in Section 7.6.




 


(c)           The
Certificate Administrator shall at all times be (i) an institution insured by the FDIC, (ii) a corporation, national bank or national
banking association, organized and doing business under the laws of the United States of America or of any state thereof, authorized
to exercise corporate trust powers, having a combined capital and surplus of not less than $50,000,000 and subject to supervision
or examination by federal or state authority, (iii) an institution whose long-term senior unsecured debt is at all times rated
at least “A2” by Moody’s and, if rated by KBRA, a rating by KBRA at least equivalent to “A2” by Moody’s,
and that has a short-term unsecured debt rating of at least “P-1” by Moody’s and, if rated by KBRA, a rating
at least equivalent to the foregoing by KBRA (or, in the case of any Rating Agency with respect to either the long-term or short-term
ratings specified in this Section 7.5(c), such lower rating or ratings as is the subject of a Rating Agency Confirmation
from such Rating Agency and Morningstar) and (iv) a Person that is not a Prohibited Party. In case at any time the Certificate
Administrator shall cease to be eligible in accordance with provisions of this Section, the Certificate Administrator shall resign
immediately in the manner and with the effect specified in Section 7.6.


 


Section 7.6     Resignation
and Removal of the Trustee, the Custodian or the Certificate Administrator.


 


(a)           The
Trustee, the Custodian or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the other such party, the Depositor, the Master Servicer, the Trust Advisor, each holder of
a Serviced B Note or Serviced Companion Loan and the 17g-5 Information Provider; provided that such resignation shall not
be effective until its successor shall have accepted the appointment.


 



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The
Trustee, the Custodian and the Certificate Administrator, as applicable, shall bear all costs associated with its respective resignation
and the appointment of a successor trustee, custodian or certificate administrator, as applicable. Upon receiving such notice
of resignation, the Depositor shall promptly appoint a successor trustee, custodian or certificate administrator, as the case
may be, except in the case of the initial Trustee and Certificate Administrator, in which case both shall be so replaced but may
be replaced under this paragraph sequentially, by written instrument, one copy of which instrument shall be delivered to the resigning
Trustee, one copy to the successor trustee and one copy to each of the Master Servicer, the Custodian, the Certificate Administrator
and, subject to Section 5.7, the Rating Agencies. If no successor trustee, custodian or certificate administrator shall
have been so appointed, as the case may be, and shall have accepted appointment within thirty (30) days after the giving of such
notice of resignation, the resigning Trustee, Custodian or Certificate Administrator, as the case may be, may petition any court
of competent jurisdiction for the appointment of a successor trustee, custodian or certificate administrator, as the case may
be. It shall be a condition to the appointment of a successor trustee, custodian or certificate administrator that such entity
satisfies the eligibility requirements set forth in Section 7.5 and if, and for so long as, the Trust or, with respect
to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject
to the reporting requirements of the Exchange Act, such appointment shall have been consented to by the Depositor or the depositor
under the Other Companion Loan Pooling and Servicing Agreement, as the case may be (which consent shall not be unreasonably withheld).




 


(b)          If
at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.5(a) and shall
fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall
be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in
which the Trustee or the Trust held by the Trustee is located solely because of the location of the Trustee in such state; provided,
that, if the Trustee agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause
(iii), or (iv) the continuation of the Trustee as such would result in a downgrade, qualification or withdrawal of the
rating by the Rating Agencies of any Class of Certificates with a rating as evidenced in writing by the Rating Agencies, then
the Depositor may remove such Trustee and appoint a successor trustee by written instrument, one copy of which instrument
shall be delivered to the Trustee so removed, one copy to the successor trustee and one copy to each of the Master Servicer,
the Special Servicer, the Custodian, the Certificate Administrator and the 17g-5 Information Provider. In the case of removal
under clauses (i), (ii), (iii) and (iv) above, the Trustee shall bear all such costs of transfer.
Such succession shall take effect after a successor trustee has been appointed. If the Trust, or any Other Securitization
that holds a Serviced Companion Loan, is subject to the reporting requirements of the Exchange Act, and the Trustee or any
Additional Servicer, Sub-Servicer, or Servicing Function Participant engaged by the Trustee fails to perform (subject to any
applicable grace periods set forth therein) any of its obligations under Article XIII of this Agreement, and such
failure to perform does not result from a failure to perform of any other party to this Agreement to deliver within the time
frames required by Article XIII any reports or other information as set forth in such Article to the Trustee, the
Trustee shall, if so requested by the Depositor, resign from its obligations hereunder


 






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within
sixty (60) calendar days of such request and, if the Trustee fails to resign within such sixty (60) day period, the Depositor
shall have the right to remove and replace the Trustee in accordance with the provisions set forth in this Section 7.6(b).


 


(c)          If
at any time (i) the Custodian shall cease to be eligible in accordance with the provisions of Section 7.5(b) and
shall fail to resign after written request therefor by the Depositor, (ii) the Custodian shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Custodian or of its property shall be appointed, or any
public officer shall take charge or control of the Custodian or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in
which the Custodian or the Trust is located solely because of the location of the Custodian in such state; provided,
that, if the Custodian agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause
(iii), or (iv) the continuation of the Custodian as such would result in a downgrade, qualification or withdrawal of the
rating by the Rating Agencies of any Class of Certificates with a rating as evidenced in writing by the Rating Agencies, then
the Depositor may remove such Custodian and appoint a successor custodian by written instrument, one copy of which instrument
shall be delivered to the Custodian so removed, one copy to the successor custodian and one copy to each of the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the 17g-5 Information Provider. In the case of
removal under clauses (i), (ii), (iii) and (iv) above, the Custodian shall bear all such costs of
transfer. Such succession shall take effect after a successor custodian has been appointed. If the Trust, or any Other
Securitization that holds a Serviced Companion Loan, is subject to the reporting requirements of the Exchange Act, and the
Custodian or any Additional Servicer, Sub-Servicer, or Servicing Function Participant engaged by the Custodian fails to
perform (subject to any applicable grace periods set forth therein) any of its obligations under Article XIII of this
Agreement, and such default does not result from a failure to perform of any other party to this Agreement to deliver within
the time frames required by Article XIII any reports or other information as set forth in such Article to the
Custodian, the Custodian shall, if so requested by the Depositor, resign from its obligations hereunder within sixty
(60) calendar days of such request and, if the Custodian fails to resign within such sixty (60) day period, the Depositor
shall have the right to remove and replace the Custodian in accordance with the provisions set forth in this Section
7.6(c).


 


(d)          If
at any time (i) the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 7.5(c)
and shall fail to resign after written request therefor by the Depositor, (ii) the Certificate Administrator shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Certificate Administrator or of its property
shall be appointed, or any public officer shall take charge or control of the Certificate Administrator or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or threatened with respect to the
Trust or any REMIC Pool by any state in which the Certificate Administrator or the Trust is located solely because of the location
of the Certificate Administrator in such state; provided, that, if the Certificate Administrator agrees to indemnify the
Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Certificate
Administrator as such would result in a downgrade, qualification or withdrawal, as applicable, of the rating by any Rating Agency
of any Class of Certificates with a rating as evidenced in writing by the Rating Agencies, then the Depositor or the Trustee shall
send a written notice of termination to the Certificate 


 









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Administrator
and the 17g-5 Information Provider (which notice shall specify the reason for such termination) and remove such Certificate Administrator
and the Depositor shall appoint a successor Certificate Administrator by written instrument, one copy of which instrument shall
be delivered to the Certificate Administrator so removed, one copy to the successor Certificate Administrator, and one copy to
each of the Trustee, the Master Servicer, the Special Servicer and the 17g-5 Information Provider. In all such cases, the Certificate
Administrator shall bear all costs of transfer to a successor Certificate Administrator, such succession only to take effect after
a successor Certificate Administrator has been appointed. If the Trust, or any Other Securitization that holds a Serviced Companion
Loan, is subject to the reporting requirements of the Exchange Act, and the Certificate Administrator or any Additional Servicer,
Sub-Servicer, or Servicing Function Participant engaged by the Certificate Administrator fails to perform (subject to any applicable
grace periods set forth therein) any of its obligations under Article XIII of this Agreement, and such failure to perform
does not result from a default of any other party to this Agreement to deliver within the time frames required by Article XIII
any reports or other information as set forth in such Article to the Certificate Administrator, the Certificate Administrator
shall, if so requested by the Depositor, resign from its obligations hereunder within sixty (60) calendar days of such request
and, if the Certificate Administrator fails to resign within such sixty (60) day period, the Depositor shall have the right to
remove and replace the Certificate Administrator in accordance with the provisions set forth in this Section 7.6(d).


 


(e)          The
Holders of Certificates evidencing not less than a majority of the Voting Rights of all the Certificates may for cause upon
thirty (30) days’ written notice to the Trustee, the Custodian or the Certificate Administrator, as the case may be,
and to the Depositor, the Master Servicer and the Special Servicer, remove the Trustee, the Custodian or the Certificate
Administrator, as the case may be, by such written instrument, signed by such Holders or their attorney-in-fact duly
authorized, one copy of which instrument shall be delivered to the Depositor and one copy to the Trustee, the Custodian or
the Certificate Administrator, as the case may be, so removed; and the Depositor shall thereupon use its best efforts to
appoint a successor Trustee, the Custodian or Certificate Administrator, as the case may be, in accordance with this
Section.


 


(f)          Any
resignation or removal of the Trustee, the Custodian or the Certificate Administrator, as the case may be, and appointment of a
successor trustee, custodian or certificate administrator pursuant to any of the provisions of this Section shall become effective
upon acceptance of appointment by the successor trustee, custodian or certificate administrator, as the case may be, as provided
in Section 7.7. Upon any succession of the Trustee, the Custodian or the Certificate Administrator under this Agreement,
the predecessor Trustee, Custodian or Certificate Administrator, as the case may be, shall be entitled to the payment of compensation
and reimbursement agreed to under this Agreement for services rendered and expenses incurred. The Trustee, the Custodian or the
Certificate Administrator shall not be liable for any action or omission of any successor trustee, custodian or certificate administrator,
as the case may be.


 


(g)          Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal
of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor, except in the case of removal
without cause) shall ensure that, prior to consummation of such transaction or as part of its transfer of


  






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duties
to any successor or at such later time as may be consented to by the Master Servicer and the Special Servicer, (A) the original
executed Note for each Mortgage Loan and the Hammond Square B Note is endorsed (without recourse, representation or warranty,
express or implied) to the order of the successor, as trustee for the registered holders of Morgan Stanley Bank of America Merrill
Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27 or in blank (or, alternatively, if the original
executed Note has been lost, a lost note affidavit and indemnity with a copy of such Note), and (B) in the case of the other Mortgage
Loan documents, are delivered or assigned as necessary to such successor, and such successor shall review the documents delivered
to it or the Custodian with respect to each Mortgage Loan and the Hammond Square B Note, and certify in writing that, as to each
Mortgage Loan and the Hammond Square B Note, in each case if then subject to this Agreement, such endorsement and assignment has
been made.


 


Upon the
resignation, assignment, merger, consolidation, or transfer of the Custodian or its business to a successor, or upon the
removal of the Custodian, the outgoing Custodian, at its own expense (without right of reimbursement therefor, except in the
case of removal without cause), shall ensure that, prior to consummation of such transaction or as part of its transfer of
duties to any successor custodian, all Mortgage Loan documents in the Mortgage File for each Mortgage Loan and the Hammond
Square B Note, are delivered as necessary to such successor custodian, and such successor shall review the documents
delivered to it with respect to each Mortgage Loan and the Hammond Square B Note and certify in writing that, as to each
Mortgage Loan and the Hammond Square B Note, in each case if then subject to this Agreement, it will accept delivery of the
Mortgage File (on behalf of the Trustee) in accordance with Section 2.2.


 


(h)          Following
the Closing Date, for so long as the Trust, and, with respect to any Serviced Companion Loan, the trust created pursuant to an
Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, neither the
Certificate Administrator nor the Custodian may appoint any sub-servicer that is or could become a Reporting Servicer without the
prior written consent of the Depositor or the depositor with respect to the trust created pursuant to an Other Companion Loan Pooling
and Servicing Agreement, as the case may be, which consent shall not be unreasonably withheld.


 


Section 7.7      Successor
Trustee, Custodian or Certificate Administrator.


 


(a)          Any
successor trustee, custodian or certificate administrator appointed as provided in Section 7.6 shall execute,
acknowledge and deliver to the Depositor and to its predecessor Trustee, Custodian or Certificate Administrator, as the case
may be, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor
Trustee, Custodian or Certificate Administrator, as the case may be, shall become effective and such successor trustee,
custodian or certificate administrator, as the case may be, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally
named as Trustee, Custodian or Certificate Administrator herein. The predecessor Trustee, Certificate Administrator or
Custodian shall deliver (at such predecessor’s own expense) to the successor trustee, certificate administrator or
custodian all Mortgage Files and documents and statements related to the Mortgage Files held by it hereunder, and the
predecessor Trustee,


 






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Certificate Administrator or Custodian shall duly assign, transfer, deliver and pay over (at such predecessor’s
own expense) to the successor trustee, certificate administrator or custodian, the entire Trust, together with all instruments
of transfer and assignment or other documents properly executed necessary to effect such transfer. The predecessor Trustee, the
Custodian or Certificate Administrator, as the case may be, shall also deliver all records or copies thereof maintained by the
predecessor Trustee, Custodian or Certificate Administrator in the administration hereof as may be reasonably requested by the
successor trustee, custodian or certificate administrator, as applicable, and shall thereupon be discharged from all duties and
responsibilities under this Agreement. In addition, the Depositor and the predecessor Trustee, Custodian or Certificate Administrator
shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly
vest and confirm in the successor trustee, custodian or certificate administrator, as the case may be, all such rights, powers,
duties and obligations. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to the Certificate
Administrator or a successor certificate administrator (inclusive of fees paid to the Trustee (or successor trustee) and the Custodian
(or successor custodian)) exceed the Certificate Administrator Fee.


 


(b)          No
successor trustee, custodian or certificate administrator shall accept appointment as provided in this Section unless at the time
of such appointment such successor trustee, custodian or certificate administrator, as the case may be, shall be eligible under
the provisions of Section 7.5.


 




(c)          Upon
acceptance of appointment by a successor trustee, custodian or certificate administrator as provided in this Section, the successor
trustee, custodian or certificate administrator shall promptly provide written notice to the 17g-5 Information Provider and mail
notice of the succession of such Trustee, Custodian or Certificate Administrator hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register and to each holder of a Serviced B Note or Serviced Companion Loan. The expenses
of such mailing shall be borne by the successor trustee, custodian or certificate administrator. If the successor trustee, custodian
or certificate administrator fails to mail such notice within ten (10) days after acceptance of appointment by the successor trustee,
custodian or certificate administrator, the Master Servicer shall cause such notice to be mailed at the expense of the successor
trustee, custodian or certificate administrator, as applicable.


 


Section 7.8      Merger
or Consolidation of Trustee, Custodian or Certificate Administrator.   Any Person into which the Trustee, Custodian or Certificate
Administrator may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion
or consolidation to which such Trustee, Custodian or Certificate Administrator shall be a party, or any Persons succeeding to
the corporate trust business of such Trustee, Custodian or Certificate Administrator, shall be the successor of such Trustee,
Custodian or Certificate Administrator, as the case may be, hereunder, as applicable, provided that (i) such Person shall
be eligible under the provisions of Section 7.5 and (ii) if, and for so long as, the Trust, or, with respect to any Serviced
Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting
requirements of the Exchange Act, such appointment shall have been consented to by the Depositor or the depositor under such Other
Companion Loan Pooling and Servicing Agreement, as the case may be (which consent shall not be unreasonably withheld), without
the execution or


 






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filing
of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The
successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto and the 17g-5
Information Provider.


 


Section 7.9      Appointment
of Co-Trustee, Separate Trustee, Agents or Custodian.


 





(a)          Notwithstanding
any other provisions hereof, at any time, the Trustee, the Depositor or, in the case of the Trust, the Holders of
Certificates evidencing not less than a majority of the Voting Rights of all the Certificates shall each have the power from
time to time to appoint one or more Persons to act either as co-trustees jointly with the Trustee or as separate trustees,
for the purpose of holding title to, foreclosing or otherwise taking action with respect to any Mortgage Loan or the Hammond
Square B Note outside the state where the Trustee has its principal place of business where such separate trustee or
co-trustee is necessary or advisable (or the Trustee is advised by the Master Servicer or Special Servicer that such separate
trustee or co-trustee is necessary or advisable) under the laws of any state in which a property securing a Mortgage Loan or
the Hammond Square B Note is located or for the purpose of otherwise conforming to any legal requirement, restriction or
condition in any state in which a property securing a Mortgage Loan or the Hammond Square B Note is located or in any state
in which any portion of the Trust is located. The separate trustees, co-trustees, or custodians so appointed shall be
trustees or custodians for the benefit of all the Certificateholders, shall have such powers, rights and remedies as shall be
specified in the instrument of appointment and shall be deemed to have accepted the provisions of this Agreement; provided
that no such appointment shall, or shall be deemed to, constitute the appointee an agent of the Trustee; provided, further,
that the Trustee shall not be liable for the actions of any co-trustee or separate trustee appointed by it with due care and
shall have no liability for the actions of any co-trustee or separate trustee appointed by the Depositor or the
Certificateholders pursuant to this paragraph.


 


(b)          The
Trustee, the Custodian or the Certificate Administrator, as the case may be, may from time to time appoint one or more independent
third-party agents to perform all or any portion of its administrative duties hereunder (i.e., collection and distribution
of funds, preparation and dissemination of reports, monitoring compliance, etc.). The Trustee, the Custodian or the Certificate
Administrator, as the case may be, shall supervise and oversee such agents appointed by it. The terms of any arrangement or agreement
between the Trustee, the Custodian or the Certificate Administrator, as the case may be, and such agent, may be terminated, without
cause and without the payment of any termination fees if the Trustee, the Custodian or the Certificate Administrator, as the case
may be, is terminated in accordance with this Agreement. In addition, neither the Trust nor the Certificateholders shall have
any liability or direct obligation to such agent. Notwithstanding the terms of any such agreement, the Trustee, the Custodian
or the Certificate Administrator, as the case may be, shall remain at all times obligated and liable to the Trust and the Certificateholders
for performing its duties hereunder and for all acts of its agents. 


 






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(c)          Every
separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions
and conditions:


 


(i)         all
powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody and payment of moneys shall
be exercised solely by the Trustee;


 


(ii)        all
other rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder)
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations,
including the holding of title to the Trust or any portion thereof in any such jurisdiction, shall be exercised and performed by
such separate trustee or co-trustee;


 


(iii)       no
trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and


 


(iv)        the
Trustee or, in the case of the Trust, the Holders of Certificates evidencing not less than a majority of the Voting Rights of all
the Certificates may at any time accept the resignation of or remove any separate trustee or co-trustee, so appointed by it or
them, if such resignation or removal does not violate the other terms of this Agreement.


 


(d)          Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or
co-trustee shall refer to this Agreement and the conditions of this Article VII. Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this
Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of,
or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee.


 


(e)          Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(f)          No
separate trustee or co-trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section
7.5 hereof and no notice to Certificateholders of the appointment of any separate trustee or co-trustee hereunder shall be
required.


 


(g)          The
Trustee agrees to instruct the co-trustees, if any, to the extent necessary to fulfill the Trustee’s obligations hereunder. 


 






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(h)          The
reasonable compensation of the co-trustees or separate trustees appointed shall be paid by the Trust pursuant to this Section
7.9 to the extent, and in accordance with the standards, specified in Section 7.12 hereof.


 


Section 7.10     Authenticating
Agents.


  


(a)          The
Certificate Administrator shall serve as the initial Authenticating Agent hereunder for the purpose of executing and authenticating
Certificates. Any successor Authenticating Agent must be acceptable to the Depositor and must be a corporation, national bank or
national banking association organized and doing business under the laws of the United States of America or of any state and having
a principal office and place of business in the Borough of Manhattan in the City and State of New York, having a combined capital
and surplus of at least $50,000,000, authorized under such laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authorities.


 


(b)          Any
Person into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which the Authenticating Agent shall be a party, or any Person succeeding to the
corporate agency business of the Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing
of any paper or any further act on the part of the Trustee or the Authenticating Agent.


 


(c)          The
Authenticating Agent may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Custodian, the Certificate Administrator and the Depositor. The Trustee may at any time terminate the
agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent and the Depositor; provided that
the Trustee may not terminate the Certificate Administrator as Authenticating Agent unless the Certificate
Administrator shall be removed as Certificate Administrator hereunder. Upon receiving a notice of resignation or upon such a
termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of Section
7.10(a), the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the
Depositor and shall mail notice of such appointment to all Holders of Certificates. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating Agent. No such Authenticating Agent shall be
appointed unless eligible under the provisions of Section 7.10(a). No Authenticating Agent shall have responsibility
or liability for any action taken by it as such at the direction of the Trustee.


 


Section 7.11     Indemnification of Trustee, the Custodian and the Certificate Administrator.


  


(a)          The
Trustee (whether individually, or in its capacity as Trustee), the Custodian, the Certificate Registrar and the Certificate Administrator
and each of their respective directors, officers, employees, agents and Controlling Persons shall be entitled to indemnification
from the Trust for any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other
costs, liabilities, fees and expenses incurred in connection with


 






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any
legal action incurred without negligence, bad faith or willful misconduct on their respective part, arising out of, or in connection
with this Agreement, the Mortgage Loans, the Hammond Square B Note, the Certificates and the acceptance or administration of the
trusts or duties created hereunder (including, without limitation, any unanticipated loss, liability or expense incurred in connection
with any action or inaction of the Master Servicer, the Special Servicer, the Trust Advisor or the Depositor or of each other
such Person hereunder but only to the extent the Trustee, the Custodian, the Certificate Registrar or the Certificate Administrator,
as the case may be, is unable to recover within a reasonable period of time such amount from such third party pursuant to this
Agreement) including the costs and expenses of defending themselves against any claim in connection with the exercise or performance
of any of their powers or duties hereunder, and the Trustee, the Custodian, the Certificate Registrar and the Certificate Administrator
and each of their respective directors, officers, employees, agents and Controlling Persons shall be entitled to indemnification
from the Trust for any unanticipated loss, liability or expense incurred without negligence, bad faith or willful misconduct in
connection with the provision by the Trustee, the Custodian, the Certificate Registrar and the Certificate Administrator of the
reports required to be provided by it pursuant to this Agreement; provided that:


 


(i)          with
respect to any such claim, the Trustee, the Custodian, the Certificate Registrar or the Certificate Administrator, as the
case may be, shall have given the Depositor, the Master Servicer, the Sellers, each other and the Holders of the Certificates
written notice thereof promptly after a Responsible Officer of the Trustee, the Custodian, the Certificate Registrar or the
Certificate Administrator, as the case may be, shall have actual knowledge thereof; provided that failure to give such
notice to the Depositor, Master Servicer, the Sellers, each other and the Holders of Certificates shall not affect the
Trustee’s, the Custodian’s, Certificate Registrar’s or Certificate Administrator’s, as the case may
be, rights to indemnification herein unless the Depositor’s defense of such claim on behalf of the Trust is materially
prejudiced thereby;


 


(ii)        while
maintaining control over its own defense, the Trustee, the Custodian, the Certificate Registrar or the Certificate Administrator,
as the case may be, shall consult fully with the Depositor in preparing such defense; and


 


(iii)       notwithstanding
anything to the contrary in this Section 7.11, the Trust shall not be liable for settlement of any such claim by the Trustee,
the Custodian, the Certificate Registrar or the Certificate Administrator, as the case may be, entered into without the prior consent
of the Depositor (unless the Depositor is in bankruptcy or otherwise legally unable to consent), which consent shall not be unreasonably
withheld.


 


(b)          The
provisions of this Section 7.11 shall survive any termination of this Agreement and the resignation or removal of the Trustee,
the Custodian, the Certificate Registrar or the Certificate Administrator, as the case may be.


 


(c)          The
Depositor shall indemnify and hold harmless the Trustee, the Custodian, the Certificate Registrar or the Certificate Administrator,
as the case may be, their respective directors, officers, employees or agents and Controlling Persons from and against any loss,
claim, damage or liability, and any action in respect thereof, to which the Trustee, the


  






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Custodian,
the Certificate Registrar or the Certificate Administrator, as the case may be, their respective directors, officers,
employees or agents or Controlling Persons may become subject under the Securities Act, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon any untrue statement or alleged untrue statement of a material fact
contained in the Private Placement Memorandum, the Preliminary Prospectus or the Final Prospectus, or arises out of, or is
based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein in
light of the circumstances under which they were made, not misleading, and shall reimburse the Trustee, the Custodian, the
Certificate Registrar or the Certificate Administrator, as the case may be, their respective directors, officers, employees,
agents or Controlling Persons for any legal and other expenses reasonably incurred by the Trustee, the Custodian, the
Certificate Registrar or the Certificate Administrator, as the case may be, or any such director, officer, employee, agent or
Controlling Person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or
action; provided, that the Depositor shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission
made in the Private Placement Memorandum, the Preliminary Prospectus or the Final Prospectus in reliance upon and in
conformity with written information concerning the Trustee, the Custodian, the Certificate Registrar or the Certificate
Administrator, as the case may be, furnished to the Depositor by or on behalf of such person specifically for inclusion
therein. It is hereby expressly agreed that the only written information provided by the Trustee, the Custodian,
the Certificate Registrar or the Certificate Administrator, as the case may be, for inclusion in the Private Placement
Memorandum, the Preliminary Prospectus and the Final Prospectus is, in the case of the Trustee, the information for which the
Trustee indemnifies certain parties pursuant to the Trustee Indemnification Agreement, in the case of the Custodian, the
information for which the Custodian indemnifies certain parties pursuant to the Custodian Indemnification Agreement and, in
the case of the Certificate Administrator, the information for which the Certificate Administrator indemnifies certain
parties pursuant to the Certificate Administrator Indemnification Agreement. The Trustee, the Custodian, the Certificate
Registrar or the Certificate Administrator, as the case may be, shall immediately notify the Depositor, the Underwriters, the
Initial Purchasers and the Sellers if a claim is made by a third party that would entitle such Person, its directors,
officers, employees, agents or Controlling Persons to indemnification under this Section 7.11(c), whereupon the
Depositor shall assume the defense of any such claim (with counsel reasonably satisfactory to such person) and pay all
expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any
rights the Trustee, the Custodian, the Certificate Registrar or the Certificate Administrator, as the case may be, or any of
their respective directors, officers, employees, agents or Controlling Persons may have to indemnification under this Section
7.11(c), unless the Depositor’s defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement and the resignation or removal of the
Trustee, the Custodian or the Certificate Administrator. The Depositor shall not be indemnified by the Trust for any expenses
incurred by the Depositor arising from any violation or alleged violation of the Securities Act or Exchange Act by the
Depositor.


 


(d)          The
Custodian agrees to indemnify the Depositor, the Trust, the Trustee, the Certificate Administrator and any director, officer, employee,
agent or Controlling Person


 






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thereof,
and hold them harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses that any such Person may sustain arising from or as a result of the willful
misfeasance, bad faith or negligence in the performance of any of the Custodian’s duties hereunder or by reason of negligent
disregard of the Custodian’s obligations and duties hereunder (including a breach of such obligations and duties, a substantial
motive of which is to obtain an economic advantage from not complying with or not performing such obligations), and if in any
such situation the Custodian is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal
fees and related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs,
if any, of retaining a successor custodian.


 


(e)          Each
of the Trustee and the Certificate Administrator agrees (severally and not jointly) to indemnify the Depositor, the Trust,
the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the
Custodian and any director, officer, employee, agent or Controlling Person thereof, and hold them harmless against any and
all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses that any such Person may sustain arising from or as a result of the willful misfeasance, bad faith or
negligence in the performance of any of such indemnifying party’s duties hereunder or by reason of negligent disregard
of such indemnifying party’s obligations and duties hereunder (including a breach of such obligations, a substantial
motive of which is to obtain an economic advantage from not complying with or not performing such obligations), and if in any
such situation the Trustee or Certificate Administrator, as applicable, is replaced, the parties hereto agree that the amount
of such claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and
expenses shall at least equal the incremental costs, if any, of retaining a successor trustee or certificate administrator,
as applicable.


 


Section 7.12     Fees
and Expenses of Trustee, the Custodian and the Certificate Administrator.   The Trustee shall be entitled to receive
the Trustee Fee, the Certificate Administrator shall be entitled to receive the Certificate Administrator Fee (other than the
portions thereof constituting the Trustee Fee and the Custodian Fee) and the Custodian shall be entitled to receive the Custodian
Fee, pursuant to Section 5.3(b)(ii) (which shall not be limited by any provision of law with respect to the compensation
of a trustee of an express trust), for all services rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties, respectively, hereunder of the Trustee, the Custodian and the Certificate Administrator.
Each of the Trustee, the Custodian and the Certificate Administrator shall also be entitled to recover from the Trust all reasonable
unanticipated out-of-pocket expenses and disbursements incurred or made by such party in connection with the exercise of such
party’s rights or duties under this Agreement (including the reasonable compensation and the reasonable expenses and disbursements
of its counsel and other Persons not regularly in its employ), not including expenses incurred in the ordinary course of performing
its duties (including allocable overhead expenses) as Trustee, the Custodian or Certificate Administrator, respectively, hereunder,
and except any such expense, disbursement or advance as may arise from the negligence, willful misconduct or bad faith of such
Person or which is the responsibility of the Holders of the Certificates hereunder. The provisions of this Section 7.12
shall survive any termination of this Agreement and the resignation or removal of the Trustee, the Custodian or the Certificate
Administrator. 


 






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Section 7.13     Collection
of Moneys.   Except as otherwise expressly provided in this Agreement, the Trustee, the Custodian and the Certificate Administrator
may demand payment or delivery of, and shall receive and collect, all money and other property payable to or receivable by the
Trustee, the Custodian or the Certificate Administrator, as the case may be, pursuant to this Agreement. The Trustee, the Custodian
or the Certificate Administrator, as the case may be, shall hold all such money and property received by it as part of the Trust
and shall distribute it as provided in this Agreement. If the Trustee, the Custodian or the Certificate Administrator, as the
case may be, shall not have timely received amounts to be remitted with respect to the Mortgage Loans or the Hammond Square B
Note from the Master Servicer, the Trustee, the Custodian or the Certificate Administrator, as the case may be, shall request
the Master Servicer to make such distribution as promptly as practicable or legally permitted. If the Trustee, the Custodian or
the Certificate Administrator, as the case may be, shall subsequently receive any such amount, it may withdraw such request.


 


Section 7.14
    Trustee To Act; Appointment of Successor.


 








(a)          On
and after the time the Master Servicer is terminated or resigns pursuant to this Agreement, and if no successor to the
terminated or resigning Master Servicer is otherwise appointed hereunder, the Trustee shall be the successor in all respects
to the Master Servicer in its capacity under this Agreement and the transactions set forth or provided for therein and shall
have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto and
arising thereafter placed on the Master Servicer by the terms and provisions of this Agreement; provided that, any
failure to perform such duties or responsibilities caused by the Master Servicer’s failure to provide required
information shall not be considered a default by the Trustee hereunder. In addition, the Trustee shall have no liability
relating to (i) the representations and warranties of the Master Servicer contained in this Agreement or (ii) any obligation
incurred by the Master Servicer prior to its termination or resignation (including, without limitation, the Master
Servicer’s obligation to repay losses resulting from the investment of funds in any account established under this
Agreement). In the Trustee’s capacity as such successor, the Trustee shall have the same limitations on liability
granted to the Master Servicer in this Agreement. As compensation therefor, the Trustee shall be entitled to receive all the
compensation payable to the Master Servicer set forth in this Agreement, including, without limitation, the Master
Servicing Fee.


 


(b)          Notwithstanding
the above, the Trustee (A) may, if the Trustee is unwilling to so act, or (B) shall, if it is unable to so act, appoint, or petition
a court of competent jurisdiction to appoint any established commercial or multifamily mortgage finance institution, servicer or
master servicer or mortgage servicing institution having a net worth of not less than $15,000,000, meeting such other standards
for a successor master servicer as are set forth in this Agreement and with respect to which the Trustee has provided a Rating
Agency Communication to each Rating Agency, as the successor to the Master Servicer hereunder in the assumption of all of the responsibilities,
duties or liabilities of a servicer as Master Servicer hereunder. Pending any such appointment, the Trustee shall act as the Master
Servicer as hereinabove provided. Any entity designated by the Trustee as successor Master Servicer may be an Affiliate of the
Trustee; provided that, such Affiliate must meet the standards for the Master Servicer as set forth herein. In connection
with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments
on Mortgage Loans and the Hammond


 






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Square
B Note as it and such successor shall agree subject to Section 8.10, provided that no such compensation shall be
in excess of that permitted to be paid to the Master Servicer under this Agreement. The Trustee and such successor shall take
such actions, consistent with this Agreement as shall be necessary to effectuate any such succession. The Master Servicer shall
cooperate with the Trustee and any successor servicer in effecting the termination of the Master Servicer’s responsibilities
and rights under this Agreement, including, without limitation, notifying Mortgagors of the assignment of the servicing function
and providing the Trustee and successor servicer all documents and records in its possession in electronic or other form reasonably
requested by the successor servicer to enable the successor servicer to assume the Master Servicer’s functions hereunder
and the transfer to the Trustee or such successor servicer of all amounts which shall at the time be or should have been deposited
by the Master Servicer in the Collection Account and any other account or fund maintained with respect to the Certificates or
thereafter be received by the Master Servicer with respect to the Mortgage Loans or the Hammond Square B Note. Neither the Trustee
nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in
making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any
delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction
over the Master Servicer. The Trustee shall be reimbursed by the Trust for all of its out-of-pocket expenses incurred in connection
with obtaining such successor Master Servicer within thirty (30) days of the Trustee’s submission of an invoice with respect
thereto, to the extent such expenses have not been reimbursed by the Master Servicer as provided herein; and such expenses paid
by the Trust shall be deemed to be an Additional Trust Expense.




 


(c)          On
and after the time the Special Servicer is terminated pursuant to this Agreement, in accordance with Section 9.30, or resigns
pursuant to this Agreement, and if a successor to the terminated or resigning Special Servicer is not otherwise appointed hereunder,
the Trustee shall be the successor in all respects to the Special Servicer in its capacity under this Agreement and the transactions
set forth or provided for therein and shall have all the rights and powers and be subject to all the responsibilities, duties and
liabilities relating thereto and arising thereafter placed on the Special Servicer by the terms and provisions of this Agreement;
provided that, any failure to perform such duties or responsibilities caused by the Special Servicer’s failure to
provide required information shall not be considered a default by the Trustee hereunder. In addition, the Trustee shall have no
liability relating to (i) the representations and warranties of the Special Servicer contained in this Agreement or (ii) any obligation
incurred by the Special Servicer prior to its termination or resignation. In the Trustee’s capacity as such successor, the
Trustee shall have the same limitations on liability granted to the Special Servicer in this Agreement. As compensation therefor,
the Trustee shall be entitled to receive all the compensation payable to the Special Servicer set forth in this Agreement, including,
without limitation the Special Servicer Compensation (other than any Workout Fee payable to the predecessor Special Servicer pursuant
to Section 9.11).


 


(d)          Notwithstanding
the above, the Trustee may, if the Trustee shall be unwilling to so act, or shall, if it is unable to so act, appoint, or petition
a court of competent jurisdiction to appoint, any established commercial or multifamily mortgage finance institution, special servicer
or mortgage servicing institution having a net worth of not less than $15,000,000, and meeting such other standards for a successor
Special Servicer as are set forth in


 






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Section
9.30(g), and with respect to which the Trustee has provided a Rating Agency Communication to each Rating Agency, as the successor
to the Special Servicer hereunder in the assumption of all of the responsibilities, duties or liabilities of a special servicer
as Special Servicer hereunder. Pending any such appointment, the Trustee shall act as the Special Servicer as hereinabove provided.
Any entity designated by the Trustee as successor Special Servicer may be an Affiliate of the Trustee; provided that, such
Affiliate must meet the standards for a successor Special Servicer set forth herein. In connection with such appointment and assumption,
the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans and the Hammond
Square B Note as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted
to the Special Servicer under this Agreement. The Trustee and such successor shall take such actions, consistent with this Agreement
as shall be necessary to effectuate any such succession. The Special Servicer shall cooperate with the Trustee and any successor
Special Servicer in effecting the termination of the Special Servicer’s responsibilities and rights under this Agreement,
including, without limitation, notifying Mortgagors under Specially Serviced Mortgage Loans of the assignment of the special servicing
function and providing the Trustee and successor Special Servicer all documents and records in its possession in electronic or
other form reasonably requested by the successor Special Servicer to enable the successor Special Servicer to assume the Special
Servicer’s functions hereunder and the transfer to the Trustee or such successor Special Servicer of all amounts which shall
at the time be or should have been deposited by the Special Servicer in the Collection Account and any other account or fund maintained
with respect to the Certificates or thereafter be received by the Special Servicer with respect to the Mortgage Loans or the Hammond
Square B Note. Neither the Trustee nor any other successor Special Servicer shall be deemed to be in default hereunder by reason
of any failure to make, or any delay in making, any distribution hereunder
or any portion thereof caused by (i) the failure of the Special Servicer to deliver, or any delay in delivering, cash, documents
or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Special Servicer. The Trustee
shall be reimbursed by the Trust for all of its out-of-pocket expenses incurred in connection with obtaining such successor Special
Servicer within thirty (30) days of submission of an invoice with respect thereto but only to the extent such expenses have not
been reimbursed by the Special Servicer as provided herein; and such expenses paid by the Trust shall be deemed to be an Additional
Trust Expense. During any Subordinate Control Period, any appointment of a successor Special Servicer by the Trustee (or the Trustee’s
acting as successor Special Servicer) shall be subject to the rights of the Controlling Class Representative to terminate and replace
such successor Special Servicer, with or without cause, in accordance with this Agreement (including Section 9.30).


 


Section 7.15     Notification
to Holders. Upon termination of, or a Servicer Termination Event by, the Master Servicer, the Certificate Administrator, the Custodian
or the Special Servicer, or appointment of a successor to the Master Servicer, the Custodian, the Certificate Administrator or
the Special Servicer, the Trustee shall promptly provide written notice to the 17g-5 Information Provider, the Controlling Class
Representative (during any Subordinate Control Period or any Collective Consultation Period), the Trust Advisor, the Depositor,
the Initial Purchasers, the Underwriters, the Sellers and the Certificateholders at their respective addresses appearing on the
Certificate Register.


 









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Section 7.16
    Representations and Warranties of the Trustee, the Custodian and the Certificate Administrator.


  


(a)          The
Trustee hereby represents and warrants to each other party to this Agreement and for the benefit of the Certificateholders, as
of the Closing Date that:


 


(i)          the
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America and has full power and authority to own its property, to carry on its business as presently conducted, and to enter
into and perform its obligations under this Agreement;


 


(ii)        the
execution and delivery by the Trustee of this Agreement have been duly authorized by all necessary action on the part of the Trustee;
neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated in this Agreement,
nor compliance with the provisions of this Agreement, will conflict with or result in a breach of, or constitute a default under,
(i) any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Trustee or its properties
that would materially and adversely affect the Trustee’s ability to perform its obligations under this Agreement, (ii) the
organizational documents of the Trustee, or (iii) the terms of any material agreement or instrument to which the Trustee is a party
or by which it is bound; and the Trustee is not in default with respect to any order or decree of any court or any order, regulation
or demand of any federal, state, municipal or other governmental agency, which default would materially and adversely affect its
performance under this Agreement;


 




(iii)       the
execution, delivery and performance by the Trustee of this Agreement and the consummation of the transactions contemplated by this
Agreement do not require the consent, approval, authorization or order of, the giving of notice to or the registration with any
state, federal or other governmental authority or agency, except such as has been or will be obtained, given, effected or taken
in order for the Trustee to perform its obligations under this Agreement;


 


(iv)        this
Agreement has been duly executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its
terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other similar
laws affecting creditors’ rights generally as from time to time in effect, and to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law); and


 


(v)          no
litigation is pending or, to the Trustee’s knowledge, threatened, against the Trustee that, either in one instance or in
the aggregate, would draw into question the validity of this Agreement, or which would be likely to impair materially the ability
of the Trustee to perform under the terms of this Agreement.


 


(b)          The
Custodian hereby represents and warrants to each other party to this Agreement and for the benefit of the Certificateholders, as
of the Closing Date that:


  






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(i)          the
Custodian is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America and has full power and authority to own its property, to carry on its business as presently conducted, and to
enter into and perform its obligations under this Agreement;


 


(ii)        the
execution and delivery by the Custodian of this Agreement have been duly authorized by all necessary action on the part of the
Custodian; neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated in this
Agreement, nor compliance with the provisions of this Agreement, will conflict with or result in a breach of, or constitute a default
under, (i) any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Custodian
or its properties that would materially and adversely affect the Custodian’s ability to perform its obligations under this
Agreement, (ii) the organizational documents of the Custodian, or (iii) the terms of any material agreement or instrument to which
the Custodian is a party or by which it is bound; and the Custodian is not in default with respect to any order or decree of any
court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default would materially
and adversely affect its performance under this Agreement;


 


(iii)       the
execution, delivery and performance by the Custodian of this Agreement and the consummation of the transactions contemplated by
this Agreement do not require the consent, approval, authorization or order of, the giving of notice to or the registration with
any state, federal or other governmental authority or agency, except such as has been or will be obtained, given, effected or taken
in order for the Custodian to perform its obligations under this Agreement;




 


(iv)        this
Agreement has been duly executed and delivered by the Custodian and, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid and binding obligation of the Custodian, enforceable against the Custodian in accordance
with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other
similar laws affecting creditors’ rights generally as from time to time in effect, and to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law); and


 


(v)          no
litigation is pending or, to the Custodian’s knowledge, threatened, against the Custodian that, either in one instance or
in the aggregate, would draw into question the validity of this Agreement, or which would be likely to impair materially the ability
of the Custodian to perform under the terms of this Agreement.


 


(c)          The
Certificate Administrator hereby represents and warrants to each other party to this Agreement and for the benefit of the Certificateholders,
as of the Closing Date that:


 


(i)          the
Certificate Administrator is a national banking association, duly organized, validly existing
and in good standing under the laws of the United States of America and has full power and authority to own its property, to carry
on its business as presently conducted, and to enter into and perform its obligations under this Agreement;


 






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(ii)        the
execution and delivery by the Certificate Administrator of this Agreement have been duly authorized
by all necessary action on the part of the Certificate Administrator; neither the execution and delivery of this Agreement, nor
the consummation of the transactions contemplated in this Agreement, nor compliance with the provisions of this Agreement, will
conflict with or result in a breach of, or constitute a default under, (i) any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the Certificate Administrator or its properties that would materially and adversely
affect the Certificate Administrator’s ability to perform its obligations under this Agreement, (ii) the organizational documents
of the Certificate Administrator, or (iii) the terms of any material agreement or instrument to which the Certificate Administrator
is a party or by which it is bound; and the Certificate Administrator is not in default
with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental
agency, which default would materially and adversely affect its performance under this Agreement;


 


(iii)       the
execution, delivery and performance by the Certificate Administrator of this Agreement and
the consummation of the transactions contemplated by this Agreement do not require the consent, approval, authorization or order
of, the giving of notice to or the registration with any state, federal or other governmental authority or agency, except such
as has been or will be obtained, given, effected or taken in order for the Certificate Administrator
to perform its obligations under this Agreement;


 


(iv)        this
Agreement has been duly executed and delivered by the Certificate Administrator and,
assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of
the Certificate Administrator, enforceable against the Certificate Administrator in accordance with its terms, subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting
creditors’ rights generally as from time to time in effect, and to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law); and


 


(v)          there
are no actions, suits or proceeding pending or, to the best of the Certificate Administrator’s knowledge, threatened, against
the Certificate Administrator that, either in one instance or in the aggregate, would draw into question the validity of this Agreement,
or which would be likely to impair materially the ability of the Certificate Administrator to perform under the terms of this Agreement.


 


Section 7.17     Fidelity
Bond and Errors and Omissions Insurance Policy Maintained by the Trustee, the Custodian and the Certificate Administrator.   Each
of the Trustee, the Custodian and the Certificate Administrator, at its own respective expense, shall maintain in effect a Fidelity
Bond and a Errors and Omissions Insurance Policy. The Errors and Omissions Insurance Policy and Fidelity Bond shall be issued
by a Qualified Insurer in form and in amount customary for trustees, custodians or certificate administrators in similar transactions
(unless the Trustee, the Custodian or the Certificate Administrator, as the case may be, self-insures as provided below). If any
such Errors and Omissions Insurance Policy or Fidelity Bond ceases to be in effect, the Trustee, the Custodian or the Certificate
Administrator, as the case may be, shall obtain a comparable replacement policy or bond from an insurer or issuer meeting the


 






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requirements
set forth above as of the date of such replacement. So long as the long-term debt obligation or deposit account rating of the
Trustee, the Custodian or the Certificate Administrator, as the case may be, is not less than “A3” as rated by Moody’s
and, if rated by KBRA, a rating by KBRA at least equivalent to “A3” by Moody’s, the Trustee, the Custodian or
the Certificate Administrator, as the case may be, may self-insure for the Fidelity Bond and the Errors and Omissions Insurance
Policy.


 


Section 7.18     Capacities.
The rights, privileges, protections and indemnities afforded to the Trustee, the Custodian or the Certificate Administrator in
such capacity pursuant to this Agreement shall also be for the benefit of the Trustee, the Custodian or the Certificate Administrator,
as the case may be, in each other capacity that such Person serves hereunder, including as Certificate Registrar, Authenticating
Agent and 17g-5 Information Provider, as applicable.


 


ARTICLE
VIII

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS


 


Section 8.1      Servicing
Standard; Servicing Duties.


 


(a)          Subject
to the express provisions of this Agreement, for and on behalf of the Trust and for the benefit of the Certificateholders as
a whole, and, solely as it relates to any A/B Whole Loan, for the benefit of the holder of the related Serviced B Note and,
solely as it relates to any Loan Pair, for the benefit of the holder of the related Serviced Companion Loan and any Serviced
B Note, the Master Servicer shall service and administer the Mortgage Loans, any Serviced B Note and any Serviced Companion
Loan in accordance with the Servicing Standard and the terms of this Agreement; provided, that each Non-Serviced
Mortgage Loan shall be serviced by the applicable Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced
Mortgage Loan Special Servicer in accordance with the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.
Certain of the provisions of this Article VIII make explicit reference to their applicability to Mortgage Loans, any
Serviced B Note and any Serviced Companion Loan; notwithstanding such explicit references, references to “Mortgage
Loans” contained in this Article VIII, unless otherwise specified, shall be construed to refer also to such Serviced B
Note and Serviced Companion Loan (but any other terms that are defined in Article I and used in this Article VIII shall be
construed according to such definitions without regard to this sentence).


 


In connection with such
servicing and administration, the Master Servicer shall seek to maximize the timely collection of principal and interest on the
Mortgage Notes in the best economic interests of the Certificateholders as a whole (or, in the case of any A/B Whole Loan or Loan
Pair the Certificateholders and the holder of the related Serviced B Note and/or Serviced Companion Loan, as applicable, all taken
as a collective whole); provided, that nothing herein contained shall be construed as an express or implied guarantee by
the Master Servicer of the collectability of payments on the Mortgage Loans or the Hammond Square B Note or shall be construed
as impairing or adversely affecting any rights or benefits specifically provided by this Agreement to the Master Servicer, including
with respect to Master Servicing Fees or the right to be reimbursed for Advances.


  






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(b)          The
Master Servicer, in the case of an event specified in clause (x) of this subsection (b), and the Special Servicer,
in the case of an event specified in clause (y) of this subsection (b), shall each send a written notice to the other
and to the Trustee, the Custodian, the Certificate Administrator, the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period), the
Depositor, the applicable Seller and, in the case of an A/B Whole Loan, the holder of the related Serviced B Note and, in the case
of a Loan Pair, the holders of the related Serviced Companion Loan and any related Serviced B Note within five (5) Business Days
after becoming aware (x) that a Servicing Transfer Event has occurred with respect to a Mortgage Loan or (y) that a Mortgage Loan
has become a Rehabilitated Mortgage Loan (and, in the case of an A Note (or Serviced B Note) that was a Specially Serviced Mortgage
Loan, any related Serviced B Note (or A Note) has also become a Rehabilitated Mortgage Loan and, in the case of a Serviced Pari
Passu Mortgage Loan (or Serviced Companion Loan or Serviced B Note) that was a Specially Serviced Mortgage Loan, each related Serviced
Pari Passu Mortgage Loan, Serviced Companion Loan and Serviced B Note, as applicable, has also become a Rehabilitated Mortgage
Loan), which notice shall be effective upon receipt and shall identify the applicable Mortgage Loan or the Hammond Square B Note,
as applicable, and, in the case of an event specified in clause (x) of this subsection (b), the Servicing Transfer
Event that occurred. After the transfer of servicing with respect to any Specially Serviced Mortgage Loan to the Special Servicer,
in accordance with the Servicing Standard, the Master Servicer shall notify, in writing, the Mortgagor under such Specially Serviced
Mortgage Loan transferred to the Special Servicer, of such transfer.


 


(c)          With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or the Hammond Square B Note, in each case if it is
subject to an Environmental Insurance Policy, for as long as it is not a Specially Serviced Mortgage Loan, if the Master
Servicer has actual knowledge of any event giving rise to a claim under an Environmental Insurance Policy, the Master
Servicer shall notify the Special Servicer to such effect and the Master Servicer shall take reasonable actions as are in
accordance with the Servicing Standard and the terms and conditions of such Environmental Insurance Policy to make a claim
thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder. Any legal fees or other
out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim shall be paid by,
and reimbursable to, the Master Servicer or the Special Servicer as a Servicing Advance.


 


(d)          In
connection with any extension of the Maturity Date of a Non-Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage
Loan), the Master Servicer shall give prompt written notice of such extension to the insurer under the Environmental Insurance
Policy (if any) and shall execute such documents as are reasonably required by such insurer to procure an extension of such policy
(if available).


 


(e)          The
parties hereto acknowledge that each Serviced Pari Passu Mortgage Loan and its related Serviced Companion Loan and any related
Serviced B Note and each A Note and its related Serviced B Note is subject to the terms and conditions of the related Intercreditor
Agreement, and each such party agrees that the provisions of each Intercreditor Agreement that are required by their terms to be
set forth in this Agreement are hereby incorporated herein. With respect to each Loan Pair and each A/B Whole Loan, the Trustee,
the


 






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Master
Servicer and the Special Servicer recognize the respective rights and obligations of the Trust and the holders of each Serviced
Companion Loan and/or Serviced B Note, as applicable, under the related Intercreditor Agreement (or with respect to a Joint Mortgage
Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents), including
with respect to the allocation of collections on or in respect of any Serviced Pari Passu Mortgage Loan, Serviced Companion Loan,
A Note and Serviced B Note, as the case may be, in accordance with the related Intercreditor Agreement. The Master Servicer shall
comply with the applicable provisions of each Intercreditor Agreement, and if any Serviced Pari Passu Mortgage Loan, Serviced
Companion Loan, A Note or Serviced B Note are then Specially Serviced Mortgage Loans, the Special Servicer shall comply with the
applicable provisions of the related Intercreditor Agreement. The parties hereto agree that any conflict between the terms of
this Agreement and the terms of any Intercreditor Agreement shall be resolved in favor of the Intercreditor Agreement.


 


(f)          Promptly
following the Closing Date, the Master Servicer shall send written notice to each Non-Serviced Mortgage Loan Master Servicer
in accordance with the provisions of the related Intercreditor Agreement including payment instructions for distributions on
such Non-Serviced Mortgage Loan and stating that, as of such date, the Trustee is the holder of the applicable Non-Serviced
Mortgage Loan, and directing such Non-Serviced Mortgage Loan Master Servicer to remit to the Master Servicer all amounts
payable to, and directing such Non-Serviced Mortgage Loan Master Servicer to forward, deliver or otherwise make available, as
the case may be, to, the Master Servicer all reports, statements, documents, communications and other information that are to
be forwarded, delivered or otherwise made available to, such holder of the applicable Non-Serviced Mortgage Loan under the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and Non-Serviced Mortgage Loan Intercreditor Agreement.
Notwithstanding anything to the contrary herein, the Master Servicer shall be deemed to have provided to the related
Non-Serviced Mortgage Loan Master Servicer the notices described in this clause (f) if it is the same entity as such
Non-Serviced Mortgage Loan Master Servicer.


 


(g)          Each
Non-Serviced Mortgage Loan shall be serviced and administered by the applicable Non-Serviced Mortgage Loan Master Servicer and
Non-Serviced Mortgage Loan Special Servicer pursuant to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement
and Non-Serviced Mortgage Loan Intercreditor Agreement, except as otherwise specifically provided in this Agreement. If any Non-Serviced
Companion Loan that is an asset under the trust created by the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement
is removed from the pool of mortgage loans created under such Non-Serviced Mortgage Loan Pooling and Servicing Agreement, or if
such Non-Serviced Mortgage Loan Pooling and Servicing Agreement is otherwise terminated, the servicing of the Non-Serviced Mortgage
Loan shall be transferred, pursuant to the related Non-Serviced Mortgage Loan Intercreditor Agreement, and shall be serviced and
administered by a successor servicing agreement, which shall have similar provisions to such Non-Serviced Mortgage Loan Pooling
and Servicing Agreement to the extent set forth in the related Non-Serviced Mortgage Loan Intercreditor Agreement, and such transfer
shall be subject to the delivery by the Master Servicer of a Rating Agency Communication to each Rating Agency.


 


Section 8.2     Fidelity
Bond and Errors and Omissions Insurance Policy Maintained by the Master Servicer.  The Master Servicer, at its expense, shall
maintain in


 






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effect
a Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance Policy. The Servicer Errors and Omissions Insurance Policy
and Servicer Fidelity Bond shall be issued by a Qualified Insurer (unless the Master Servicer self-insures as provided below)
and be in form and amount consistent with the Servicing Standard. If any such Servicer Errors and Omissions Insurance Policy or
Servicer Fidelity Bond ceases to be in effect, then the Master Servicer shall obtain a comparable replacement policy or bond from
an insurer or issuer meeting the requirements set forth above as of the date of such replacement. So long as the long-term debt
obligation or deposit account rating of the Master Servicer is not less than “A3” as rated by Moody’s (or an
A.M. Best equivalent), the Master Servicer may self-insure for the Servicer Fidelity Bond and the Servicer Errors and Omissions
Insurance Policy.


 


Section 8.3     Master
Servicer’s General Power and Duties.





 








(a)          The
Master Servicer shall service and administer the Mortgage Loans and the Hammond Square B Note and shall, subject to Sections
8.7, 8.18, 8.19, 8.27 and 10.3 and Article XII hereof and as otherwise provided herein
and by the Code, have full power and authority to do any and all things which it may deem necessary or desirable in connection
with such servicing and administration in accordance with the Servicing Standard (in the case of any A/B Whole Loan and any Loan
Pair, subject to the applicable Intercreditor Agreement and, in the case of any Non-Serviced Mortgage Loan, subject to the servicing
of such Non-Serviced Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced
Mortgage Loan Special Servicer, as applicable). To the extent consistent with the foregoing and subject to any express limitations
and provisions set forth in this Agreement (and, in the case of any A/B Whole Loan and any Loan Pair, subject to the applicable
Intercreditor Agreement and, in the case of any Non-Serviced Mortgage Loan, subject to the servicing of such Non-Serviced Mortgage
Loan by the applicable Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer,
as applicable), including Section 10.3, such power and authority shall include, without limitation, the right, subject
to the terms hereof, to perform the following actions: (A) to execute and deliver, on behalf of the Certificateholders (and in
connection with any Serviced B Note, the holder of the Serviced B Note and, in connection with any Loan Pair, the holder of the
Serviced Companion Loan and any related Serviced B Note) and the Trustee, customary consents or waivers and other instruments
and documents (including, without limitation, estoppel certificates, financing statements, continuation statements, title endorsements
and reports and other documents and instruments necessary to preserve and maintain the lien on the related Mortgaged Property
and related collateral), (B) to consent to assignments and assumptions or substitutions, and transfers of interest of any Mortgagor,
in each case subject to and in accordance with the terms of the related Mortgage Loan or the Hammond Square B Note, as applicable,
and Section 8.7, (C) to collect any Insurance Proceeds, (D) subject to Section 8.7, to consent to any subordinate
financings to be secured by any related Mortgaged Property to the extent that such consent is required pursuant to the terms of
the related Mortgage or which otherwise is required, and subject to Section 8.7, to consent to any mezzanine debt to the
extent such consent is required pursuant to the terms of the related Mortgage, (E) to consent to the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related Mortgaged Property or otherwise and to administer
and monitor the application of such proceeds and awards in accordance with the terms of the Mortgage Loan or the Hammond Square
B Note, as applicable, as the Master Servicer deems reasonable under the circumstances,


  






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(F) to execute
and deliver, on behalf of the Certificateholders (and the holders of any Serviced B Note and Serviced Companion Loan) and
the Trustee, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related
Mortgaged Properties, including agreements and requests by the Mortgagor with respect to modifications of the standards of
operation and management of the Mortgaged Properties or the replacement of asset managers, (G) to consent to any operation or
action under a Mortgage Loan or the Hammond Square B Note, as applicable, that is contemplated or permitted under a Mortgage
or other documents evidencing or securing the applicable Mortgage Loan or the Hammond Square B Note, as applicable (either as
a matter of right or upon satisfaction of specified conditions), (H) to obtain, release, waive or modify any term other than
a Money Term of a Mortgage Loan or the Hammond Square B Note, as applicable, and related documents subject to and to the
extent permitted by Section 8.18, (I) to exercise all rights, powers and privileges granted or provided to the holder
of the Mortgage Notes, any Serviced Companion Loan and any Serviced B Note under the terms of the Mortgage, including all
rights of consent or approval thereunder, subject to Sections 8.7 and 8.18 of this Agreement, (J) to enter into
lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements which may
be requested by the Mortgagor or the Mortgagor’s tenants, (K) to join the Mortgagor in granting, modifying or
releasing any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with
respect to the Mortgaged Properties to the extent such does not adversely affect the value of the related Mortgage Loan or
Mortgaged Property or the Hammond Square B Note, as applicable, (L) to execute and deliver, on behalf of itself, the Trustee,
the Trust (and the holders of any Serviced B Note and Serviced Companion Loan) or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect
to the Mortgage Loans or the Hammond Square B Note, as applicable, and with respect to the Mortgaged Properties, and
(M) to hold in accordance with the terms of any Mortgage Loan or the Hammond Square B Note, as applicable, and this
Agreement, Defeasance Collateral. The foregoing clauses (A) through (M) are referred to collectively as
“Master Servicer Consent Matters.” Notwithstanding the above, the Master Servicer shall have no power
to (i) waive any Prepayment Premiums, (ii) consent to any modification of a Money Term of a Mortgage Loan or the
Hammond Square B Note or (iii) to exercise such rights or take any of the foregoing actions in violation of Section 10.3
or the terms and conditions of any related Intercreditor Agreement, or otherwise in contravention of the Controlling Class
Representative’s or any related Loan-Specific Directing Holder’s, as applicable, rights to consent to or consult
in respect of any such matters pursuant to this Agreement (subject to the Master Servicer’s duty to service in
accordance with the Servicing Standard). Nothing contained in this Agreement shall limit the ability of the Master Servicer
or the Special Servicer to lend money to (to the extent not secured, in whole or in part, by any Mortgaged Property), accept
deposits from and otherwise generally engage in any kind of business or dealings with any Mortgagor as though the Master
Servicer or the Special Servicer, as applicable, was not a party to this Agreement or to the transactions contemplated
hereby; provided, that this sentence shall not modify the Servicing Standard.


 


 


(b)          The
Master Servicer shall not be obligated to service and administer any Mortgage Loan or the Hammond Square B Note if it has become
and continues to be a Specially Serviced Mortgage Loan except as specifically provided herein. The Master Servicer shall be required
to make all calculations and prepare all reports required hereunder with respect to Specially Serviced Mortgage Loans (other than
calculations and reports expressly required to be


  






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made
by the Special Servicer hereunder) as if no Servicing Transfer Event had occurred and shall continue to collect all Scheduled
Payments, make Advances as set forth herein and render such incidental services with respect to Specially Serviced Mortgage Loans,
all as are specifically provided for herein, but shall have no other servicing or other duties with respect to Specially Serviced
Mortgage Loans. Notwithstanding the foregoing, the Master Servicer shall not be liable for its failure to make the calculations
or prepare the reports required pursuant to the immediately preceding sentence with respect to any Specially Serviced Mortgage
Loan if such failure is directly caused by the Special Servicer’s failure to provide the Master Servicer with the information
that it is required to deliver to the Master Servicer pursuant to Section 9.32(a). The Master Servicer shall give notice
within three (3) Business Days to the Special Servicer of any collections it receives from any Specially Serviced Mortgage Loans,
subject to changes agreed upon from time to time by the Special Servicer and the Master Servicer. The Special Servicer shall instruct
the Master Servicer within two (2) Business Days after receiving such notice on how to apply such funds. The Master Servicer within
one (1) Business Day after receiving such instructions shall apply such funds in accordance with the Special Servicer’s
instructions. Each Mortgage Loan or the Hammond Square B Note, in each case if it becomes a Specially Serviced Mortgage Loan shall
continue as such until it becomes a Rehabilitated Mortgage Loan. The Master Servicer shall not be required to initiate extraordinary
collection procedures or legal proceedings with respect to any Mortgage Loan or the Hammond Square B Note or to undertake any
pre-foreclosure procedures.


 


(c)          Concurrently
with the execution of this Agreement, the Trustee shall sign a Power of Attorney substantially in the form attached hereto
as Exhibit O-1 (or such other form as mutually agreed to by the Trustee and the Master Servicer). From time to time
until the termination of the Trust, upon written request from a Servicing Officer for additional powers of attorney from the
Trustee to the Master Servicer, the Trustee shall execute and return to the Master Servicer any additional powers of
attorney, substantially in the form of Exhibit O-1 (or such other form as mutually agreed to by the Trustee and the
Master Servicer) and other documents necessary or appropriate to enable the Master Servicer to service and administer the
Mortgage Loans and the Hammond Square B Note including, without limitation, documents relating to the management, operation,
maintenance, repair, leasing or marketing of the Mortgaged Properties. The Master Servicer shall indemnify the Trustee for
any costs, liabilities and expenses (including attorneys’ fees) incurred by the Trustee in connection with the
intentional or negligent misuse of such power of attorney by the Master Servicer. Notwithstanding anything contained herein
to the contrary, the Master Servicer shall not without the Trustee’s written consent: (i) initiate any action, suit or
proceeding solely under the Trustee’s name without indicating the Master Servicer’s representative capacity, or
(ii) knowingly take any action that causes the Trustee to be registered to do business in any state, provided that the
preceding clause (i) shall not apply to the initiation of actions relating to a Mortgage Loan or the Hammond Square B
Note that the Master Servicer is servicing pursuant to its respective duties herein (in which case the Master Servicer shall
give prompt prior notice to the Trustee of the initiation of such action). The limitations of the preceding clause shall not
be construed to limit any duty or obligation imposed on the Trustee under any other provision of this Agreement.


 


(d)          The
Master Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments
(including servicing fees,


 



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special
servicing fees, workout fees and liquidation fees) called for under the terms and provisions of the applicable Mortgage Loans
and the Hammond Square B Note (other than Specially Serviced Mortgage Loans or REO Properties); provided, that with respect
to any Non-Serviced Mortgage Loan, such payments shall be collected from the related Non-Serviced Mortgage Loan Master Servicer
or Non-Serviced Mortgage Loan Special Servicer, as applicable.


 


(e)          The
Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and the Hammond Square B Note constituting Escrow Amounts separate and apart from any of its own funds and general
assets and shall establish and maintain one or more segregated custodial accounts (each, an “Escrow Account”)
into which all Escrow Amounts shall be deposited within one (1) Business Day after receipt. Each Escrow Account shall be an Eligible
Account, to the extent permitted under the related Mortgage Loan documents. The Master Servicer shall also deposit into each Escrow
Account any amounts representing losses on Eligible Investments pursuant to the immediately succeeding paragraph and any Insurance
Proceeds or Liquidation Proceeds which are required to be applied to the restoration or repair of any Mortgaged Property pursuant
to the related Mortgage Loan or the Hammond Square B Note, as applicable. Each Escrow Account shall be maintained in accordance
with the requirements of the related Mortgage Loan or the Hammond Square B Note, as applicable and in accordance with the Servicing
Standard. Withdrawals from an Escrow Account may be made only for the following purposes (in no order of priority):


 


(i)          to
effect timely payments of items constituting Escrow Amounts for the related Mortgage Loan or the Hammond Square B Note, as applicable;


 




(ii)        to
transfer funds to the Collection Account (or any sub-account thereof) to reimburse the Master Servicer for any Advance (or the
Trust for any Unliquidated Advance) relating to Escrow Amounts, but only from amounts received with respect to the related Mortgage
Loan or the Hammond Square B Note, as applicable, which represent late collections of Escrow Amounts thereunder;


 


(iii)       for
application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan or the
Hammond Square B Note, 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 or the Hammond
Square B Note, as applicable;


 


(v)          to
pay from time to time to the related Mortgagor any interest or investment income earned on funds deposited in the Escrow Account
if such income is required to be paid to the related Mortgagor under applicable law or by the terms of the related Mortgage Loan
or the Hammond Square B Note, as applicable, or otherwise to the Master Servicer; and


  



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(vi)        to
remove any funds deposited in an Escrow Account that were not required to be deposited therein or to refund amounts to the Mortgagors
determined to be overages.


 


Subject to the
immediately succeeding sentence, (i) the Master Servicer may direct any depository institution or trust company in which the
Escrow Accounts are maintained to invest the funds held therein in one or more Eligible Investments; provided, that
such funds shall be either (x) immediately available or (y) available in accordance with a schedule which will permit the
Master Servicer to meet the payment obligations for which the Escrow Account was established; (ii) the Master Servicer shall
be entitled to all income and gain realized from any such investment of funds as additional servicing compensation; and (iii)
the Master Servicer shall deposit from its own funds in the applicable Escrow Account the amount of any loss incurred in
respect of any such investment of funds immediately upon the realization of such loss; provided that, unless
otherwise set forth in the related Mortgage Loan documents, such investment losses shall not include any loss with respect to
such investment which is incurred solely as a result of the insolvency of the federal or state chartered depositary
institution or trust company at which such Investment Account is maintained, so long as such depositary institution or trust
company (a) satisfied the qualifications set forth in the definition of “Eligible Account” both at the time such
investment was made and as of a date not more than thirty (30) days prior to the date of such loss and (b) is not the Person
or an Affiliate thereof that made the relevant investment. The Master Servicer shall not direct the investment of funds held
in any Escrow Account and retain the income and gain realized therefrom if the terms of the related Mortgage Loan or the
Hammond Square B Note or applicable law permit the Mortgagor to be entitled to the income and gain realized from the
investment of funds deposited therein, and the Master Servicer shall not be required to invest amounts on deposit in Escrow
Accounts in Eligible Investments or deposit such amounts in Eligible Accounts to the extent that the Master Servicer is
required by either law or under the terms of any related Mortgage Loan or the Hammond Square B Note, as applicable, to
deposit or invest (or the Mortgagor is entitled to direct the deposit or investment of) such amounts in another type of
investments or accounts. If the Master Servicer is not entitled to direct the investment of such funds, then: (1) the Master
Servicer shall direct the depository institution or trust company in which such Escrow Accounts are maintained to invest the
funds held therein in accordance with the Mortgagor’s written investment instructions, if the terms of the related
Mortgage Loan or the Hammond Square B Note or applicable law require the Master Servicer to invest such funds in accordance
with the Mortgagor’s directions; and (2) in the absence of appropriate written instructions from the Mortgagor, the
Master Servicer shall have no obligation to direct the investment of such funds; provided, that if such funds shall be
either (y) immediately available or (z) available in accordance with a schedule which will permit the Master Servicer to meet
the payment obligations for which the Escrow Account was established, then the Master Servicer shall have no liability for
any loss in investments of such funds that are invested pursuant to written instructions from the Mortgagor.


 


(f)          The
relationship of each of the Master Servicer and the Special Servicer to the Trustee, the Certificate Administrator and the Custodian
and to each other under this Agreement is intended by the parties to be that of an independent contractor and not of a joint venturer,
partner or agent.


  



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(g)          With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and the Hammond Square B Note, if required by the terms
of the related Mortgage Loan documents, any Lock-Box Agreement or similar agreement, the Master Servicer shall establish and maintain,
in accordance with the Servicing Standard, one or more lock-box, cash management or similar accounts (“Lock-Box Accounts”)
to be held outside the Trust and maintained by the Master Servicer in accordance with the terms of the related Mortgage. No Lock-Box
Account is required to be an Eligible Account, unless otherwise required pursuant to the related Mortgage Loan documents. The Master
Servicer shall apply the funds deposited in such accounts in accordance with terms of the related Mortgage Loan documents, any
Lock-Box Agreement and in accordance with the Servicing Standard.


 


(h)          Subject
to the consent rights and process set forth in Section 10.3 with respect to Major Decisions, the Master Servicer
shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan), Serviced B Notes and Serviced
Companion Loans in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance
fees paid relating thereto (provided, that for the avoidance of doubt, any such defeasance fee shall not include any
Modification Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under this
Agreement). The Master Servicer shall not permit defeasance (or partial defeasance if permitted under the related Mortgage
Loan documents) of any Mortgage Loan (other than the Herald Center Mortgage Loan) or the Hammond Square B Note on or before
the second (2nd) anniversary of the Closing Date, or in the case of a Serviced Companion Loan or the Herald Center
Mortgage Loan, the second (2nd) anniversary of the startup date of any REMIC holding such Serviced Companion Loan
or the Herald Center Mortgage Loan, as applicable, unless such defeasance will not result in an Adverse REMIC Event (or in
the case of a Serviced Companion Loan an adverse REMIC event for any REMIC holding such Serviced Companion Loan) and the
Master Servicer has received an Opinion of Counsel to such effect (which Opinion of Counsel, to the extent not inconsistent
with the related Mortgage Loan documents, shall be paid for by the related Mortgagor) and all items in the following sentence
have been satisfied. Subsequent to the second (2nd) anniversary of the Closing Date or applicable startup date,
the Master Servicer, in connection with the defeasance of a Mortgage Loan (other than a Non-Serviced Mortgage Loan), a
Serviced B Note or a Serviced Companion Loan shall (to the extent it is not inconsistent with the Servicing Standard): (i)
require that the defeasance collateral consists of Government Securities that are acceptable as defeasance collateral under
the current guidelines of the Rating Agencies, (ii) determine that the defeasance will not result in an Adverse REMIC Event
(or in the case of a Serviced Companion Loan an adverse REMIC event for any REMIC holding such Serviced Companion Loan),
(iii) either (A) require that the related Mortgagor designate a Single-Purpose Entity to own the Defeasance
Collateral (subject to customary qualifications) or (B) establish a Single-Purpose Entity to hold all Defeasance Collateral
relating to the Defeasance Loans, (iv) request and receive from the Mortgagor (A) an opinion of counsel that the Trustee will
have a perfected, first priority security interest in such Defeasance Collateral and (B) written confirmation from a firm of
independent accountants stating that payments made on such Defeasance Collateral in accordance with the terms thereof will be
sufficient to pay the subject Mortgage Loan, and if applicable the related Serviced B Note and/or Serviced Companion Loan,
(or the defeased portion thereof in connection with a partial defeasance) in full on or before its Maturity Date (or, in the
case of an ARD Loan, on or before its Anticipated Repayment Date) and to timely pay each subsequent Scheduled Payment and (v)
provide a Rating Agency


  



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Communication
to each Rating Agency. Any customary and reasonable out-of-pocket expense incurred by the Master Servicer pursuant to this Section
8.3(h) shall be paid by the Mortgagor of the Defeasance Loan pursuant to the related Mortgage, Mortgage Note or other pertinent
document, if so allowed by the terms of such documents. Notwithstanding anything herein or in the related Mortgage Loan documents
to the contrary, the Master Servicer may accept as Defeasance Collateral Government Securities that are rated below “AAA”
(or its equivalent) by any NRSRO notwithstanding any requirements in the related Mortgage Loan documents that require such Defeasance
Collateral to be rated “AAA” (or its equivalent) by the applicable NRSROs; provided, that, in any case, the
Master Servicer has received an Opinion of Counsel that acceptance of such Defeasance Collateral will not cause an Adverse REMIC
Event (which Opinion of Counsel, to the extent not inconsistent with the related Mortgage Loan documents, shall be paid for by
the related Mortgagor).


 


The parties hereto acknowledge
that if the payments described in paragraph 32 of Exhibit 2 to the Mortgage Loan Purchase Agreements regarding the obligation of
a Mortgagor to pay the reasonable costs and expenses associated with a defeasance of the related Mortgage Loan or the Hammond Square
B Note, as applicable, are insufficient to reimburse the Trust, including, but not limited to, rating agency fees, then the sole
obligation of the related Seller shall be to pay an amount equal to such insufficiency or expense to the extent the related Mortgagor
is not required to pay such amount. If any amount is due under the preceding sentence for any Joint Mortgage Loan, then each of
the applicable Sellers shall be required to pay only such party’s pro rate share. Promptly upon receipt of notice of such
insufficiency or unpaid expense, the Master Servicer shall request the related Seller to make such payment by deposit to the Collection
Account.




 


In the case of a Specially
Serviced Mortgage Loan, the Master Servicer shall process any defeasance of such Specially Serviced Mortgage Loan in accordance
with the original terms of the respective Mortgage Loan documents.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans and the Hammond Square B Note originated or acquired by MSMCH and subject to defeasance, MSMCH
has retained the right to designate and establish the successor borrower and to purchase or cause the purchase on behalf of the
related borrower of the related defeasance collateral (“MSMCH Seller Defeasance Rights and Obligations”). If
the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan or the Hammond Square B Note originated
or acquired by MSMCH and subject to defeasance, the Master Servicer shall provide upon receipt of such notice, written notice of
such defeasance request to MSMCH or its assignee. Until such time as MSMCH provides written notice to the contrary, notice of a
defeasance of a Mortgage Loan or the Hammond Square B Note with MSMCH Defeasance Rights and Obligations shall be delivered to MSMCH
pursuant to the notice provisions of this Agreement.


 


Notwithstanding the foregoing,
BANA has retained the right of the lender under the Mortgage Loan documents with respect to the BANA Loans to receive a percentage
of the economic benefit associated with the ownership of the successor borrower, and the right to designate and establish the successor
borrower and to purchase or cause the purchase on behalf of the related borrower of the related defeasance collateral, if there
is a defeasance of a BANA Loan (“BANA Lender Successor Borrower Right”). If the Master Servicer receives notice
of a


 






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defeasance
request with respect to a BANA Loan subject to defeasance, the Master Servicer shall provide upon receipt of such notice, written
notice of such defeasance request to BANA or its assignee. Until such time as BANA provides written notice to the contrary, notice
of a defeasance of a BANA Loan with a BANA Lender Successor Borrower Right shall be delivered to BANA pursuant to the notice provisions
of this Agreement. In addition, to the extent that the Master Servicer receives any amount in respect of a BANA Lender Successor
Borrower Right that is required to be remitted to BANA pursuant to the related defeasance documents, the Master Servicer shall
remit such amounts to BANA pursuant to the terms of the defeasance documents.


 


Notwithstanding the foregoing,
CIBC has retained the right to establish or designate or approve the successor borrower and to purchase or cause the purchase on
behalf of the related borrower of the related defeasance collateral (“CIBC Lender Successor Borrower Right”)
for all CIBC Loans subject to defeasance. If the Master Servicer receives notice of a defeasance request with respect to a CIBC
Loan subject to defeasance, the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request
to CIBC or its assignee. Until such time as CIBC provides written notice to the contrary, notice of a defeasance of a CIBC Loan
with a CIBC Lender Successor Borrower Right shall be delivered to CIBC pursuant to the notice provisions of this Agreement.


 


Notwithstanding
the foregoing, SMF III has retained the right to establish or designate the successor borrower and to purchase or cause the
purchase on behalf of the related borrower of the related defeasance collateral (“SMF III Lender Successor Borrower
Right”) for all SMF III Loans subject to defeasance. If the Master Servicer receives notice of a defeasance request
with respect to a SMF III Loan subject to defeasance, the Master Servicer shall provide upon receipt of such notice, written
notice of such defeasance request to SMF III or its assignee. Until such time as SMF III provides written notice to the
contrary, notice of a defeasance of a SMF III Loan with a SMF III Lender Successor Borrower Right shall be delivered to SMF
III pursuant to the notice provisions of this Agreement.


 


(i)          The
Master Servicer shall, as to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) set forth on Schedule V hereto,
each of which is secured by the interest of the related Mortgagor under a ground lease, Space Lease or air rights lease, promptly
(and, in any event, within forty-five (45) days) after the Closing Date (or, if later, ten (10) Business Days after its receipt
of a copy of the related ground lease, Space Lease or air rights lease) notify the related lessor of the transfer of such Mortgage
Loan to the Trust pursuant to this Agreement and inform such lessor that any notices of default under the related ground lease,
Space Lease or air rights lease should thereafter be forwarded to the Master Servicer.


 


(j)          Subject
to the rights of the Applicable Control Party set forth in this Agreement, (A) the Master Servicer shall be entitled (other than
with respect to Non-Serviced Mortgage Loans), during any period when (i) the A Note and Serviced B Note under any A/B Whole Loan,
(ii) the Serviced Pari Passu Mortgage Loan and Serviced Companion Loan and any Serviced B Note under any Loan Pair, and (iii) any
Mortgage Loan with any related mezzanine loan, does not constitute a Specially Serviced Mortgage Loan, and (B) the Special Servicer
shall be entitled (other than with respect to Non-Serviced Mortgage Loans), during any period when the notes or other obligations
listed in clauses (A)(i) through (iii) above constitute Specially


 






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Serviced
Mortgage Loans, to exercise the rights and powers granted under the related Intercreditor Agreement or mezzanine loan intercreditor
agreement to the “Controlling Note Holder”, “Note A Holder”, the “Note A Controlling Holder”,
the “Senior Lender”, the “Senior Loan Controlling Holder”, or such other similar term as may be set forth
in any such Intercreditor Agreement or mezzanine loan intercreditor agreement, as applicable, and/or the “Servicer”
referred to therein. For the avoidance of doubt, the parties acknowledge that neither the Master Servicer nor the Special Servicer
shall be entitled or required to exercise the rights and powers granted to any Loan-Specific Directing Holder or to any “Note
B Holder” or such other analogous term as may be set forth in any such Intercreditor Agreement.


 


(k)          Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s obligations and
responsibilities hereunder and the Master Servicer’s authority with respect to any Non-Serviced Mortgage Loan are
limited by and subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and the rights of the
applicable Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer with
respect thereto under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall use
reasonable efforts consistent with the Servicing Standard to monitor the servicing of any Non-Serviced Mortgage Loan by the
applicable Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer pursuant
to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and shall use reasonable efforts consistent with
the Servicing Standard to enforce the rights of the Trustee (as holder of the Non-Serviced Mortgage Loans) under the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor
Agreement. The Master Servicer shall take such actions as it shall deem reasonably necessary to facilitate the servicing of
any Non-Serviced Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced
Mortgage Loan Special Servicer including, but not limited to, delivering appropriate Requests for Release to the Custodian in
order to deliver any portion of the related Mortgage File to the applicable Non-Serviced Mortgage Loan Master Servicer or
applicable Non-Serviced Mortgage Loan Special Servicer under the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement.


 


Section 8.4      Sub-Servicing.


 


(a)          The
Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans and the
Hammond Square B Note by any sub-servicer appointed by it. Other than with respect to the agreements with any other sub-servicer
(including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”),
the terms of any arrangement or agreement between the Master Servicer and a sub-servicer shall provide that such agreement or arrangement
may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated
in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders,
the holder of any Serviced Companion Loan or the holder of any Serviced B Note shall have any direct obligation or liability (including,
without limitation, indemnification obligations) with respect to any sub-servicer. The Master Servicer shall be solely responsible
for the payment of compensation to any sub-servicer appointed by it. The Master Servicer shall pay the costs of enforcement against


 






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any
of its sub-servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such
enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or the Hammond
Square B Note, as applicable, or (ii) from a specific recovery of costs, expenses or attorney’s fees against the party against
whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement,
any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a sub-servicer,
or reference to actions taken through a sub-servicer or otherwise, the Master Servicer shall remain obligated and liable to the
Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing
and administering of the applicable Mortgage Loans, the Serviced Companion Loans and the Serviced B Notes in accordance with (and
subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability
by virtue of indemnification from a sub-servicer and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering such Mortgage Loans, Serviced Companion Loans and Serviced B Notes, as applicable.
No sub-servicer shall be permitted under any sub-servicing agreement to make material servicing decisions, such as loan modifications
or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the
Master Servicer, whose consent will be subject to the consent of the Special Servicer to the extent provided in Section 10.3.


 


(b)          Subject
to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or any
portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that,
after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created
pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the
Exchange Act, the Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party.


 


(c)          Notwithstanding
anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such Sub-Servicer
to comply with any of the requirements of Article XIII of this Agreement, (ii) if and for so
long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant to an
Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the Exchange
Act, the failure of such Sub-Servicer
to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and
servicing agreement relating to any commercial mortgage loan securitization or (iii) the status
of such Sub-Servicer as a Prohibited Party at any time during which the Trust is subject to the reporting requirements of the Exchange
Act, shall each constitute an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence
of which any of the Master Servicer (with respect to any Sub-Servicer engaged by it), the Special Servicer (with respect to any
Sub-Servicer engaged by it) or the Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination
shall be deemed for cause.


 


Section 8.5      Master
Servicer May Own Certificates. The Master Servicer and any agent of the Master Servicer in its individual or any other capacity
may become the owner or pledgee of Certificates with the same rights it would have if it were not the Master


 



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Servicer
or such agent. Any such interest of the Master Servicer or such agent in the Certificates shall not be taken into account when
evaluating whether actions of the Master Servicer are consistent with its obligations in accordance with the Servicing Standard
regardless of whether such actions may have the effect of benefiting the Class or Classes of Certificates owned by the Master
Servicer.


 


Section
8.6      Maintenance of Hazard Insurance, Other Insurance, Taxes and Other. Subject to the
limitations set forth below, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to cause
the related Mortgagor to maintain for each Mortgage Loan (other than any REO Mortgage Loans and any Non-Serviced Mortgage
Loans) and, with respect to the Hammond Square Mortgage Loan, the Hammond Square B Note, (A) a Standard Hazard Insurance
Policy (that, if the terms of the related Mortgage Loan documents and the related Mortgage so require or so permit the holder
of such Mortgage Loan to require, contains no exclusion for damages due to any Act or Acts of Terrorism, as defined in the
Terrorism Risk Insurance Act of 2002) and which does not provide for reduction due to depreciation in an amount that is at
least equal to the lesser of (i) the full replacement cost of improvements securing such Mortgage Loan or (ii) the
outstanding Unpaid Principal Balance of such Mortgage Loan and any related Serviced B Note and/or Serviced Companion Loan,
but, in any event, in an amount sufficient to avoid the application of any co-insurance clause and (B) any other insurance
coverage for such Mortgage Loan which the related Mortgagor is required to maintain under the related Mortgage. If the
related Mortgagor does not maintain the insurance set forth in clauses (A) and (B) above, then the
Master Servicer shall cause such insurance to be maintained with a Qualified Insurer, provided the Master Servicer
shall not be required to maintain earthquake insurance on any Mortgaged Property unless (x) such insurance was required at
origination and is available at commercially reasonable rates and (y) the Trustee has an insurable interest. The Master
Servicer shall be deemed to have satisfied its obligations with respect to clause (A) above if the Mortgagor
maintains, or the Master Servicer shall have otherwise caused to be obtained, a Standard Hazard Insurance Policy that is in
compliance with the related Mortgage Loan documents, and, if required by such Mortgage Loan documents or if such Mortgage
Loan documents permit the holder of such Mortgage Loan to require, the Mortgagor pays, or the Master Servicer shall have
otherwise caused to be paid, the premium required by the related insurance provider that is necessary to avoid an exclusion
in such policy against “acts of terrorism” as defined by the Terrorism Risk Insurance Act of 2002.


 


Each Standard Hazard
Insurance Policy maintained with respect to any Mortgaged Property that is not an REO Property shall contain, or have an accompanying
endorsement that contains, a standard mortgagee clause. If the improvements on the Mortgaged Property are located in a designated
special flood hazard area by the Federal Emergency Management Agency in the Federal Register, as amended from time to time (to
the extent permitted under the related Mortgage Loan documents or as required by law), the Master Servicer (with respect to any
Mortgaged Property that is not an REO Property) shall, consistent with the Servicing Standard, cause flood insurance to be maintained.
Such flood insurance shall be in an amount equal to the lesser of (i) the Unpaid Principal Balance of the related Mortgage Loan,
Loan Pair or A/B Whole Loan, as applicable, or (ii) the maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program, if the area in which the improvements on the Mortgaged Property are located is participating
in such program. Any amounts collected by the Master Servicer under any such


 






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policies
(other than amounts to be applied to the restoration or repair of the related Mortgaged Property or property thus acquired or
amounts released to the Mortgagor in accordance with the terms of the applicable Mortgage Loan documents) shall be deposited in
the Collection Account.


 


Any cost (such as insurance
premiums and insurance broker fees but not internal costs and expenses of obtaining such insurance) incurred by the Master Servicer
in maintaining any insurance pursuant to this Section 8.6 shall not, for the purpose of calculating monthly distributions
to the Certificateholders or remittances to the Certificate Administrator for their benefit, be added to the principal balance
of the related Mortgage Loan or the Hammond Square B Note, as applicable, notwithstanding that the terms of the related Mortgage
Loan documents permit such cost to be added to the outstanding principal balance thereof. Such costs shall be paid as a Servicing
Advance by the Master Servicer, subject to Section 4.4 hereof.


 


Notwithstanding
the above, the Master Servicer shall have no obligation beyond using its reasonable efforts consistent with the Servicing
Standard to enforce such insurance requirements. Furthermore, the Master Servicer shall not be required in any event to cause
the Mortgagor to maintain or itself obtain insurance coverage (i) beyond what is available on commercially reasonable terms
at a cost customarily acceptable (in each case, as determined by the Master Servicer, which shall be entitled to rely, at its
sole expense, on insurance consultants in making such determination, consistent with the Servicing Standard) and consistent
with the Servicing Standard or (ii) in the case of the Master Servicer obtaining such insurance, if the Trustee does not have
an insurable interest; provided that the Master Servicer shall be obligated to cause the Mortgagor to maintain or
itself obtain insurance against property damage resulting from terrorism or similar acts if the terms of the related Mortgage
Loan documents and the related Mortgage so require unless the Special Servicer determines, subject to Section 10.3 and
the terms and conditions of any related Intercreditor Agreement, that the failure to maintain such insurance would constitute
an Acceptable Insurance Default (based on information and documents provided by the Master Servicer as reasonably requested
by the Special Servicer). The Master Servicer shall notify the holder of the related Serviced Companion Loan and any related
Serviced B Note of any determination that it makes pursuant to the proviso to the prior sentence with respect to any Serviced
Pari Passu Mortgage Loan.


 


The Master Servicer shall
conclusively be deemed to have satisfied its obligations as set forth in this Section 8.6 either (i) if the Master Servicer
shall have obtained and maintained a master force placed or blanket insurance policy insuring against hazard losses on all of the
applicable Mortgage Loans (other than a Non-Serviced Mortgage Loan), any Serviced Companion Loan and any Serviced B Note serviced
by it, it being understood and agreed that such policy may contain a deductible clause on terms substantially equivalent to those
commercially available and maintained by comparable servicers consistent with the Servicing Standard, and provided that
such policy is issued by a Qualified Insurer or (ii) if the Master Servicer, for so long as its long-term debt obligations or deposit
accounts rating is not less than “A3” as rated by Moody’s, self-insures for its obligations as set forth in the
first paragraph of this Section 8.6. If the Master Servicer shall cause any Mortgage Loan or the Hammond Square B Note to
be covered by such a master force placed or blanket insurance policy, the incremental cost of such insurance allocable to such
Mortgage Loan or the Hammond Square B Note, as applicable (i.e., other than any minimum or standby premium payable for such
policy whether or not any Mortgage Loan or the Hammond Square B Note is then covered thereby), if not borne by


  



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the
related Mortgagor, shall be paid by the Master Servicer as a Servicing Advance. If such policy contains a deductible clause, the
Master Servicer shall, if there shall not have been maintained on the related Mortgaged Property a policy complying with this
Section 8.6 and there shall have been a loss that would have been covered by such policy, deposit in the Collection Account
the amount not otherwise payable under such master force placed or blanket insurance policy because of such deductible clause
to the extent that such deductible exceeds (i) the deductible under the related Mortgage Loan documents or (ii) if there is no
deductible limitation required under such Mortgage Loan documents, the deductible amount with respect to insurance policies generally
available on properties similar to the related Mortgaged Property which is consistent with the Servicing Standard, and deliver
to the Trustee an Officer’s Certificate describing the calculation of such amount. In connection with its activities as
administrator and servicer of the Mortgage Loans, any Serviced Companion Loan and any Serviced B Note, the Master Servicer agrees
to present, on its behalf and on behalf of the Trustee and the holders of any Serviced Companion Loan or any Serviced B Note,
claims under any such master force placed or blanket insurance policy.


 


With respect to
each Mortgage Loan (other than any Non-Serviced Mortgage Loan) and the Hammond Square B Note, the Master Servicer shall
maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments and
other similar items that are or may become a lien on the related Mortgaged Property and the status of insurance premiums
payable with respect thereto. From time to time, the Master Servicer (other than with respect to any REO Mortgage Loan, REO
Serviced B Note or Non-Serviced Mortgage Loan) shall (i) obtain all bills for the payment of such items (including renewal
premiums), and (ii) except in the case of Mortgage Loans (including, with respect to the Hammond Square Mortgage Loan, the
Hammond Square B Note) under which Escrow Amounts are not held by the Master Servicer, effect payment of all such bills,
taxes and other assessments with respect to such Mortgaged Properties prior to the applicable penalty or termination date, in
each case employing for such purpose Escrow Amounts as allowed under the terms of the related Mortgage Loan documents. If a
Mortgagor fails to make any such payment on a timely basis or collections from the Mortgagor are insufficient to pay any such
item before the applicable penalty or termination date, the Master Servicer in accordance with the Servicing Standard shall
use its reasonable efforts to pay as a Servicing Advance the amount necessary to effect the payment of any such item prior to
such penalty or termination date, subject to Section 4.4 hereof. No costs incurred by the Master Servicer or the
Trustee as the case may be, in effecting the payment of taxes and assessments on the Mortgaged Properties and related
insurance premiums and ground rents shall, for the purpose of calculating distributions to Certificateholders, be added to
the principal balance of the Mortgage Loans or the Hammond Square B Note, notwithstanding that the terms of the related
Mortgage Loan documents permit such costs to be added to the outstanding principal balances thereof.


 


Section 8.7      Enforcement
of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance Clause.


 


(a)          If
the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced
Companion Loan or Serviced B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly
permits, subject to any conditions set forth in the related Mortgage Loan


 



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documents,
the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan, Serviced Companion Loan or Serviced
B Note by, another Person, then the Master Servicer shall obtain relevant information for purposes of evaluating such request.
For the purpose of the foregoing sentence, the term “expressly permits” shall include outright permission to assign,
permission to assign upon satisfaction of certain conditions or prohibition against assignment except upon the satisfaction of
stated conditions, in each case without lender discretion. In addition, if any Mortgage Loan, Serviced Companion Loan or Serviced
B Note, in each case that is not a Specially Serviced Mortgage Loan, or a Non-Serviced Mortgage Loan contains a provision in the
nature of a “due-on-sale” clause, which by its terms (i) provides that it shall (or may at the mortgagee’s option)
become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or ownership interest
in the related Mortgagor, or (ii) provides that it may not be assumed, or ownership interests in the related Mortgagor may not
be transferred, without the consent of the related mortgagee in connection with any such sale or other transfer, then, upon the
request of the related Mortgagor or other appropriate party or a potential or actual breach of such “due-on-sale”
clause, the Master Servicer shall review whether to recommend to the Special Servicer to waive the effect of such provision.


 


In connection with
the foregoing, and subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the
Master Servicer shall provide to the Special Servicer (and the holder of any related Serviced B Note and, if required by the
related Intercreditor Agreement, the holder of any related Serviced Companion Loan) a written recommendation as to whether
such assignment and assumption should be approved or such due-on-sale clause should be waived, as the case may be, together
with the materials and written analysis upon which such recommendation is based and any information in the possession of the
Master Servicer that is reasonably necessary to make a decision with respect to such recommendation. Subject to Section
10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with
the Servicing Standard, grant or withhold consent to any such request for such assignment and assumption in accordance with
the terms of the related Mortgage Loan, Serviced Companion Loan or Serviced B Note and this Agreement, or to any such waiver
of a due-on-sale clause, and (x) such consent of the Special Servicer shall be deemed given if not denied within the period
contemplated by Section 10.3, (y) the Master Servicer shall act accordingly and shall not permit any such assignment
or assumption or waive any such due-on-sale clause unless (i) it has received the written consent of the Special Servicer or
such consent has been deemed to have been granted as set forth in the preceding clause (x), and (ii) with respect to
any A/B Whole Loan or Loan Pair, the Master Servicer has obtained the approval of the holder of the related Serviced B Note
or Serviced Companion Loan, as applicable, to the extent provided for in the related Intercreditor Agreement, and in
accordance with any procedures therefor set forth in Section 10.13 and (z) if the Special Servicer withholds consent
pursuant to the provisions of this Agreement, it shall provide the Master Servicer with a written statement and a verbal
explanation, as necessary, as to its reasoning and analysis.


 


Upon consent or deemed
consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement)
to any proposed assignment and assumption, the Master Servicer shall process such request of the related Mortgagor (or other obligor)
and shall be authorized to enter into an assignment and assumption or substitution agreement with the Person to whom the related
Mortgaged Property has been or is proposed to


 






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be
conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or Serviced
B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed;
provided that the Master Servicer shall not enter into any such agreement to the extent that any terms thereof would result
in an Adverse REMIC Event or an Adverse Grantor Trust Event or create any lien on a Mortgaged Property that is senior to, or on
parity with, the lien of the related Mortgage. To the extent permitted by applicable law, the Master Servicer shall not enter
into such an assumption or substitution agreement unless the credit status of the prospective new Mortgagor (or other obligor)
is in conformity to the terms of the related Mortgage Loan and, if applicable, Serviced B Note or Serviced Companion Loan documents.
The Master Servicer, in making its recommendation to the Special Servicer and the Special Servicer, in consenting to the action
of the Master Servicer, shall evaluate such conformity in accordance with the Servicing Standard.


 


Neither the Master Servicer
nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for any liability to the
Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall occur as a result
of the failure of any Rating Agency to respond to such request in a reasonable period of time.


 


(b)          Prior
to consenting to any assignment and assumption or waiver of a “due-on-sale” clause pursuant to Section
8.7(a) with respect to any Mortgage Loan, Serviced Companion Loan or B Note, the Master Servicer shall provide a Rating
Agency Communication, subject to Section 5.7, to each Rating Agency, the 17g-5 Information Provider and each other
NRSRO with respect to any securities that are rated by any such NRSRO and evidence direct beneficial interests in a Serviced
Companion Loan or Serviced B Note regarding such assignment and assumption or waiver if (A) the Unpaid Principal Balance of
the related Mortgage Loan at such time equals or exceeds 5% of the Aggregate Certificate Balance of the Principal Balance
Certificates or exceeds $35,000,000 or (B) the related Mortgage Loan is one of the then current ten (10) largest Mortgage
Loans or groups of Crossed Mortgage Loans (by Unpaid Principal Balance) in the Trust Fund; provided, no Rating Agency
Communication will be required under such circumstances if the Unpaid Principal Balance of the related Mortgage Loan is less
than $5,000,000. In connection with each such Rating Agency Communication, the Master Servicer shall prepare and, subject to Section
5.7, deliver to the Rating Agencies a memorandum outlining its analysis and recommendation in accordance with the
Servicing Standard, together with copies of all relevant documentation, and the Master Servicer shall promptly forward copies
of the assignment and assumption documents relating to such Mortgage Loan, Serviced Companion Loan or Serviced B Note to the
Special Servicer, the Certificate Administrator, the Custodian, the 17g-5 Information Provider and the Trustee, and the
Master Servicer shall promptly thereafter, subject to Section 5.7, forward such documents to the Rating Agencies.


 


(c)          The
Master Servicer, for the benefit of the Certificateholders, the holder of any related Serviced Companion Loan and the holder of
any related Serviced B Note, shall execute any necessary instruments (pursuant to subsection (a)) for such assignment and assumption
agreements. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals
of the assignment and assumption agreement, the


 






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release
(if any), or the modification or supplement to the related Mortgage Loan, Serviced Companion Loan or Serviced B Note to be delivered
to the Custodian (with a copy thereof to the Special Servicer and a copy thereof to be retained by the Master Servicer) except
to the extent such documents have been submitted to the recording office, in which event the Master Servicer shall promptly deliver
copies of such documents to the Custodian and the Special Servicer and retain a copy thereof.


 


(d)          If
any Mortgage Loan, Serviced Companion Loan or Serviced B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced
Mortgage Loan) which contains a provision in the nature of a “due-on-encumbrance” clause, which by its terms:


 


(i)          provides
that such Mortgage Loan, Serviced Companion Loan or Serviced B Note, as applicable, shall (or may at the mortgagee’s option)
become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or a lien
on an ownership interest in the Mortgagor; or


 


(ii)        requires
the consent of the Mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or a lien on an ownership interest in the Mortgagor,


 


then, if the
Master Servicer receives a request for a waiver of, or gains actual knowledge of any potential or actual breach of, such
“due-on-encumbrance” clause, the Master Servicer shall obtain relevant information for purposes of evaluating
whether to recommend to the Special Servicer to enforce or waive such due-on-encumbrance clause. The Master Servicer shall
then, subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, provide to the
Special Servicer a written recommendation as to whether such due-on-encumbrance clause should be waived, together with the
materials and an analysis upon which such recommendation is based, and any information in the possession of the Master
Servicer that is reasonably necessary to make a decision with respect to such recommendation. Subject to Section 10.3
and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance with the
Servicing Standard, grant or withhold consent to any such request for waiver of such due-on-encumbrance clause, and (x) such
consent of the Special Servicer shall be deemed given if not denied within the time period contemplated by Section
10.3, (y) the Master Servicer shall act accordingly and shall not permit any such waiver unless it has received the
written consent of the Special Servicer or such consent has been deemed to have been granted as set forth in this
sentence and (z) if the Special Servicer withholds consent pursuant to the foregoing provisions, it shall provide the Master
Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning and analysis.


 


Upon consent or deemed
consent by the Special Servicer (subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement)
to such proposed waiver, the Master Servicer shall process such request of the related Mortgagor subject to the other requirements
set forth above.


 


(e)          Prior
to consenting to any waiver of a “due-on-encumbrance” clause pursuant to Section 8.7(d) with respect to any
Mortgage Loan, Serviced Companion Loan or Serviced B Note, the Master Servicer shall provide a Rating Agency Communication, subject
to


 






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Section
5.7, regarding such waiver to each Rating Agency, the 17g-5 Information Provider and each Other NRSRO with respect to any
securities that are rated by any such NRSRO and evidence direct beneficial interests in a Serviced Companion Loan or Serviced
B Note.


 


Notwithstanding anything
to the contrary contained in this Section 8.7 that requires the consent of the Master Servicer or the Special Servicer,
as applicable, any such consent with respect to any A/B Whole Loan or any Loan Pair shall be obtained in accordance with the related
Intercreditor Agreement and within the time periods specified therein.


 


Section 8.8      Custodian
to Cooperate; Release of Trust Mortgage Files.


 


(a)          Upon
the payment in full of any Mortgage Loan, the complete defeasance of a Mortgage Loan, satisfaction or discharge in full of
any Specially Serviced Mortgage Loan, the purchase of an A Note by the holder of a Serviced B Note pursuant to the related
Intercreditor Agreement, or the receipt by the Master Servicer of a notification that payment in full (or such payment, if
any, in connection with the satisfaction and discharge in full of any Specially Serviced Mortgage Loan) will be escrowed in a
manner customary for such purposes (and, in each of the preceding cases with respect to the Hammond Square Mortgage Loan, a
similar payment in full, complete defeasance, satisfaction or discharge in full or escrow of payment in full of the Hammond
Square B Note shall have occurred), and upon notification by the Master Servicer in the form of a certification (which
certification shall include a statement to the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Collection Account have been or will be so deposited) of a Servicing
Officer and a request for release of the Trust Mortgage File in the form of Exhibit C hereto delivered to the
Custodian (on the Trustee’s behalf), the Custodian (on the Trustee’s behalf) shall promptly release the related
Trust Mortgage File to the Master Servicer, and the Custodian (on the Trustee’s behalf) shall deliver to the Master
Servicer the deed of reconveyance or release, satisfaction or assignment of mortgage or such instrument releasing the lien of
the Mortgage, as directed by the Master Servicer together with the Mortgage Note (or Mortgage Notes) with written evidence of
cancellation thereon. The provisions of the immediately preceding sentence shall not, in any manner, limit or impair the
right of the Master Servicer to execute and deliver, on behalf of the Trustee, the Certificateholders, the holder of any
Serviced Companion Loan, the holder of any Serviced B Note or any of them, any and all instruments of satisfaction,
cancellation or assignment without recourse, representation or warranty, or of partial or full release or discharge and all
other comparable instruments, with respect to the Mortgage Loans, any Serviced Companion Loan or any Serviced B Note, and
with respect to the Mortgaged Properties held for the benefit of the Certificateholders, the holder of any Serviced Companion
Loan and the holder of any Serviced B Note. No expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Distribution Account but shall be paid by the Master Servicer except to the extent
that such expenses are paid by the related Mortgagor in a manner consistent with the terms of the related Mortgage and
applicable law. From time to time and as shall be appropriate for the servicing of any Mortgage Loan (and, with respect to
the Hammond Square Mortgage Loan, the Hammond Square B Note), including for such purpose, collection under any policy of
flood insurance, any Servicer Fidelity Bond or Errors and Omissions Policy, or for the purposes of effecting a partial or
total release of any Mortgaged Property from the lien of the Mortgage or the making of any corrections to the Mortgage Note
(or Mortgage Notes) or the Mortgage or any of the other


 






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documents
included in the Trust Mortgage File, the Custodian shall, upon request of the Master Servicer and the delivery to the Custodian
of a Request for Release signed by a Servicing Officer, in the form of Exhibit C hereto, release the Trust Mortgage File
to the Master Servicer.


 


(b)          With
respect to any Non-Serviced Loan Combination, if pursuant to the related Intercreditor Agreement and the Other Companion Loan Pooling
and Servicing Agreement, and as appropriate for enforcing the terms of such Non-Serviced Loan Combination the related Other Master
Servicer requests delivery to it of the original Mortgage Note, then the Custodian shall release or cause the release of such original
Mortgage Note to the related Other Master Servicer or its designee and shall retain a copy thereof, subject to the execution of
an agreement by such Other Master Servicer to safeguard such original Mortgage Note and to return such original Mortgage Note promptly
when no longer required by such Other Master Servicer for such purpose.


 


(c)          With
respect to any Loan Pair, if pursuant to the related Intercreditor Agreement, and as appropriate for enforcing the terms of such
Loan Pair, the Master Servicer requests from the related Other Custodian delivery to it of the original mortgage note evidencing
the related Serviced Companion Loan, the Master Servicer shall agree to safeguard such original mortgage note and to return such
original mortgage note promptly when no longer required by it for such purpose.


 


Section
8.9      Documents, Records and Funds in Possession of Master Servicer to be Held for the
Trustee for the Benefit of the Certificateholders. Notwithstanding any other provisions of this Agreement, the Master
Servicer shall transmit to the Trustee, the Certificate Administrator and the Custodian, to the extent required by this
Agreement, all documents and instruments coming into the possession of the Master Servicer from time to time and shall
account fully to the Trustee, the Certificate Administrator and the Custodian for any funds received or otherwise collected
thereby, including Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan or the Hammond Square B Note.
All Servicer Mortgage Files and funds collected or held by, or under the control of, the Master Servicer in respect of any
Mortgage Loans (or any Serviced B Note or Serviced Companion Loan), whether from the collection of principal and
interest payments or from Liquidation Proceeds or Insurance Proceeds, including any funds on deposit in the Collection
Account (or any Custodial Account), shall be held by the Master Servicer for and on behalf of the Trustee and the
Certificateholders (or the holder of any Serviced B Note or Serviced Companion Loan, as applicable) and shall be and remain
the sole and exclusive property of the Trust, subject to the applicable provisions of this Agreement. The Master Servicer
agrees that it shall not create, incur or subject any Servicer Mortgage Files or Trust Mortgage File or any funds that are
deposited in the Collection Account or any Escrow Account, or any funds that otherwise are or may become due or payable to
the Trustee, the Certificate Administrator or the Custodian, to any claim, lien, security interest, judgment, levy, writ of
attachment or other encumbrance, or assert by legal action or otherwise any claim or right of setoff against any Servicer
Mortgage Files or Trust Mortgage File or any funds collected on, or in connection with, a Mortgage Loan or the Hammond Square
B Note, except, however, that the Master Servicer shall be entitled to receive from any such funds any amounts that are
properly due and payable to the Master Servicer under this Agreement.


 



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Section 8.10     Servicing
Compensation.


 


(a)          As
compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee, which shall be payable
by the Trust from amounts held in the Collection Account (and from the related Custodial Account to the extent related solely to
any Serviced B Note or Serviced Companion Loan) or otherwise collected from the Mortgage Loans and, if applicable, A/B Whole Loans
and Loan Pairs (including a Mortgage Loan, A/B Whole Loan or Loan Pair that relates to an REO Property or is a Defeasance Loan),
including any Non-Serviced Mortgage Loan, as provided in Section 5.2. The Master Servicer’s rights to the Master Servicing
Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities
and obligations under this Agreement or as provided in the following paragraph with respect to the Excess Servicing Fee.


 


The Master
Servicer and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to
transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to
any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided, that no such
transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt
from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is
otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall
have delivered to the Depositor a certificate substantially in the form of Exhibit S-1 attached hereto, and (iii) the
prospective transferee shall have delivered to the Master Servicer and the Depositor a certificate substantially in the form
of Exhibit S-2 attached hereto. None of the Depositor, the Trustee, the Certificate Administrator, the Custodian, the
Trust Advisor or the Certificate Registrar shall have any obligation to register or qualify an Excess Servicing Fee Right
under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to
permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. The
Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other
assignment of such Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess
Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with
any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the
Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Custodian, the Trustee, the
Master Servicer, the Certificate Registrar, the Trust Advisor and the Special Servicer against any liability that may result
if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal
and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing
provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have
agreed not to use or disclose such information in any manner that could result in a violation of any provision of the
Securities Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or
any Certificate pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of an
Excess Servicing Fee Right, the Master Servicer with respect to the related Mortgage Loan, Serviced Companion Loan or the
Hammond Square B Note or any successor REO Loan or REO Serviced B Note with respect thereto to which the Excess Servicing Fee
Right relates, shall pay,


 






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out
of the Master Servicing Fee paid to the Master Servicer with respect to such Mortgage Loan, Serviced Companion Loan or the Hammond
Square B Note or any successor REO Loan or REO Serviced B Note, as the case may be, the related Excess Servicing Fee to the holder
of such Excess Servicing Fee Right within one Business Day following the payment of such Master Servicing Fee to the Master Servicer,
in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer. The holder of
an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of
this paragraph. None of the Certificate Administrator, the Custodian, the Certificate Registrar, the Trust Advisor, the Depositor,
the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the
assignment or transfer of the Excess Servicing Fee Right.


 


(b)          Notwithstanding
anything herein to the contrary (and, in the case of any A/B Whole Loan, Loan Pair or Non-Serviced Loan Combination, subject to
any provisions of the applicable Intercreditor Agreement relating to the allocation of the amounts set forth below), the Master
Servicer shall be entitled to receive the following items as additional servicing compensation:


 


(i)          100%
of defeasance fees (provided, that for the avoidance of doubt, any such defeasance fee shall not include any Modification
Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement) actually collected
during the related Collection Period;


 


(ii)        (x)
50% of Unallocable Modification Fees actually collected during the related Collection Period with respect to Non-Specially
Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is not
permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the
other provisions of this Agreement and (y) 100% of Unallocable Modification Fees actually collected during the related
Collection Period with respect to Non-Specially Serviced Mortgage Loans and paid in connection with a consent, approval or
other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or
approval) of the Special Servicer under the other provisions of this Agreement;


 


(iii)       After
application as set forth in Section 5.2(b) hereof, (x) 50% of Allocable Modification Fees (that constitute Excess Modification
Fees) actually collected during the related Collection Period with respect to Non-Specially Serviced Mortgage Loans and paid in
connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent
or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement and (y) 100% of
Allocable Modification Fees (that constitute Excess Modification Fees) actually collected during the related Collection Period
with respect to Non-Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the
Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer
under the other provisions of this Agreement;


  



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(iv)        100%
of Assumption Fees collected during the related Collection Period with respect to Non-Specially Serviced Mortgage Loans in connection
with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval
(or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Assumption Fees
collected during the related Collection Period with respect to Non-Specially Serviced Mortgage Loans in connection with a consent,
approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed
consent or approval) of the Special Servicer under the other provisions of this Agreement;


 


(v)         100%
of assumption application fees collected during the related Collection Period with respect to Non-Specially Serviced Mortgage Loans;


 


(vi)        100%
of Consent Fees on Non-Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption,
extension, waiver or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent, approval or
other action that the Master Servicer is permitted to grant or take in the absence of the consent or approval (or deemed consent
or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Consent Fees on Non-Specially Serviced
Mortgage Loans in connection with a consent, approval or other action that involves no modification, assumption, extension, waiver
or amendment of the terms of any Mortgage Loan documents and is paid in connection with a consent that the Master Servicer is not
permitted to grant or take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under
the other provisions of this Agreement;




 


(vii)       Any
and all amounts collected for checks returned for insufficient funds on all Mortgage Loans and Serviced Companion Loans and the
Hammond Square B Note;


 


(viii)      100%
of charges for beneficiary statements or demands actually paid by the Mortgagors under Non-Specially Serviced Mortgage Loans;


 


(ix)        Interest
or other income earned on deposits in the Collection Account maintained by the Master Servicer, in accordance with Section 5.2
(net of any investment losses with respect to the Collection Account); and


 


(x)        After
application as set forth in Section 5.2(b), any Excess Penalty Charges earned on Non-Specially Serviced Mortgage Loans.


 


With respect to
any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof,
the Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge
its respective portion of such fee; provided, that (A) neither the Master Servicer nor the Special Servicer will
have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master
Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the
party that reduced or elected not to charge its respective portion of such fee will not have any right to share in any part of
the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the


 






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Special
Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been
entitled if the Master Servicer had charged a fee and the Master Servicer will not be entitled to any of such fee charged by the
Special Servicer.


 


Notwithstanding
anything to the contrary, the Master Servicer and the Special Servicer will each be entitled to retain reasonable review and/or
processing fees in connection with any Mortgagor request to the extent such fees are not prohibited under the related mortgage
loan agreement and are actually paid by or on behalf of the related Mortgagor.


 


(c)          The
Master Servicer shall also be entitled to additional servicing compensation of (i) an amount equal to the excess, if any, of the
aggregate Prepayment Interest Excess collected with respect to Mortgage Loans and the Hammond Square B Note, in each case excluding
Specially Serviced Mortgage Loans, during each Collection Period over the aggregate Prepayment Interest Shortfalls incurred with
respect to such Mortgage Loans and the Hammond Square B Note during such Collection Period, and (ii) to the extent not required
to be paid to any Mortgagor under applicable law, any interest or other income earned on deposits in the Escrow Accounts.


 


Section 8.11      Master
Servicer Reports; Account Statements.


 


(a)          For
each Distribution Date, (i) the Master Servicer shall deliver to the Certificate Administrator (or with respect to a
Serviced Companion Loan, to the holder thereof or its servicer), no later than 2:00 p.m., New York City time, on the related
Advance Report Date, the Master Servicer Remittance Report with respect to such Distribution Date including any information
regarding prepayments and Balloon Payments made and any CREFC® License Fee to be paid to CREFC®
and (ii) the Master Servicer shall report to the Certificate Administrator on or prior to the related Advance Report Date,
the amount of the P&I Advance, if any, to be made by the Master Servicer on the related Master Servicer Remittance Date.
The Special Servicer is required to provide all applicable information relating to Specially Serviced Mortgage Loans
reasonably necessary in order for the Master Servicer to satisfy its duties in this Section 8.11. The Master Servicer
Remittance Report shall be updated no later than 12:00 p.m., New York City time, on the Master Servicer Remittance Date to
reflect any payment on a Mortgage Loan, a Serviced Companion Loan or a Serviced B Note for which the Scheduled Payment is
paid on a Due Date (or within its grace period) that occurs after the end of the related Collection Period and the Master
Servicer shall notify the Certificate Administrator on the Advance Report Date that such an updated Master Servicer
Remittance Report is to be provided.


 


(b)          Notwithstanding
any provision of this Agreement to the contrary, the Master Servicer shall not have any obligation (other than to the Certificate
Administrator under Section 8.11(a) and (d) hereof and to the Special Servicer) to deliver any statement, notice
or report that is then made available on the Master Servicer’s or the Certificate Administrator’s internet website,
if it has notified all parties entitled to delivery of such reports, by electronic mail or other notice provided in this Agreement,
to the effect that such statements, notices or reports shall thereafter be made available on such website from time to time; provided,
that, with respect to any Loan Pair or A/B Whole Loan, the Master Servicer shall deliver to the holder of the related
Serviced Companion Loan and/or Serviced B Note any statement, notice or report required to be delivered to it pursuant to the terms
of the related Intercreditor Agreement.


  



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(c)          The
Master Servicer shall promptly inform the Special Servicer of the name, account number, location and other necessary information
concerning the Collection Account in order to permit the Special Servicer to remit amounts to the Master Servicer for deposit therein.


 


(d)          The
Master Servicer shall deliver or cause to be delivered to the Certificate Administrator and the holder of any Serviced
Companion Loan (in respect of such Serviced Companion Loan) the following CREFC® Reports with respect to the
Mortgage Loans and the Hammond Square B Note (and, if applicable, the related REO Properties and, to the extent received from
the applicable Non-Serviced Mortgage Loan Master Servicer, any Non-Serviced Mortgage Loan) providing the required information
as of the related Determination Date upon the following schedule: (i) a CREFC® Comparative Financial Status
Report and the CREFC® Financial File not later than one (1) Business Day prior to each Distribution Date,
commencing in December 2015; (ii) a CREFC® Operating Statement Analysis Report and a CREFC® NOI
Adjustment Worksheet in accordance with Section 8.14 of this Agreement not later than one (1) Business Day prior to
each applicable Distribution Date; (iii) a CREFC® Servicer Watch List in accordance with and subject to the
terms of Section 8.11(e) not later than one (1) Business Day prior to each Distribution Date, commencing in December
2015; (iv) a CREFC® Loan Setup File (with respect to the initial Distribution Date only) not later than the
Report Date in December 2015; (v) a CREFC® Loan Periodic Update File not later than each Advance Report Date
commencing in December 2015 (which CREFC® Loan Periodic Update File shall be accompanied by a
CREFC® Advance Recovery Report); (vi) a CREFC® Property File not later than each Report Date,
commencing in December 2015; (vii) a CREFC® Delinquent Loan Status Report not later than one (1) Business Day
prior to each Distribution Date, commencing in December 2015; (viii) a CREFC® Historical Loan Modification and
Corrected Mortgage Loan Report not later than one (1) Business Day prior to each Distribution Date, commencing in December
2015; (ix) a CREFC® Loan Level Reserve/LOC Report not later than one (1) Business Day prior to each
Distribution Date, commencing in December 2015; (x) a CREFC® REO Status Report not later than one (1) Business
Day prior to each Distribution Date, commencing in December 2015; and (xi) a CREFC® Total Loan Report not
later than one (1) Business Day prior to each Distribution Date, commencing in December 2015. The information that pertains
to Specially Serviced Mortgage Loans and REO Properties reflected in such reports shall be based upon the reports
delivered by the Special Servicer to the Master Servicer in writing as of the related Determination Date and on a computer
readable medium reasonably acceptable to the Master Servicer and the Special Servicer not later than the Special Servicer
Remittance Date prior to the related Master Servicer Remittance Date in the form required under Section 9.32. The
Master Servicer’s responsibilities under this Section 8.11(d) with respect to REO Mortgage Loans and Specially
Serviced Mortgage Loans shall be subject to the satisfaction of the Special Servicer’s obligations under Section
9.32. The reporting obligations of the Master Servicer in connection with any A/B Whole Loan shall be construed to refer
only to such information regarding the A/B Whole Loan (and its related Mortgaged Property) and by reference to the related A
Note only, but whenever the Master Servicer remits funds to the holder of the related Serviced B Note, it shall thereupon
deliver to such holder a remittance report identifying the amounts in such remittance.


 


(e)          For
each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator (and solely with respect to any A/B
Whole Loan, the holder of the


 






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related
Serviced B Note and solely with respect to any Loan Pair, the holders of the related Serviced Companion Loan and any related Serviced
B Note), not later than one (1) Business Day prior to each Distribution Date, a CREFC® Servicer Watch List. The
Master Servicer shall list any Mortgage Loan or the Hammond Square B Note, if applicable, on the CREFC® Servicer
Watch List as to which any of the events specified in the CREFC® Servicer Watch List published by the CREFC®
for industry use has occurred.


 


(f)          If
the Master Servicer delivers a notice of drawing to effect a drawing on any letter of credit or debt service reserve account under
which the Trust has rights as the holder of any Mortgage Loan or the Hammond Square B Note for purposes other than payment or reimbursement
of amounts contemplated in and by a reserve or escrow agreement (other than after a default under an applicable Mortgage Loan or
Serviced B Note), the Master Servicer shall, within five (5) Business Days following its receipt of the proceeds of such drawing,
deliver notice thereof to the Special Servicer, the Controlling Class Representative (during any Subordinate Control Period and
any Collective Consultation Period) and the Certificate Administrator, which notice shall set forth (i) the Unpaid Principal Balance
of such Mortgage Loan or Serviced B Note immediately before and immediately after the drawing, and (ii) a brief description of
the circumstances that in the Master Servicer’s good faith and reasonable judgment entitled the Master Servicer to make such
drawing.


  



Section 8.12     Reserved.


Section 8.13     Reserved.


Section
8.14     CREFC® Operating Statement Analysis Reports Regarding the Mortgaged Properties.
The Master Servicer (in the case of Non-Specially Serviced Mortgage Loans) and the Hammond Square B Note (if it is not a Specially
Serviced Mortgage Loan) and the Special Servicer (in the case of Specially Serviced Mortgage Loans and REO Loans (other than any
Non-Serviced Mortgage Loan that has become an REO Loan)) shall use reasonable efforts to collect from the related Mortgagors any
and all operating statements, other financial statements and rent rolls required to be delivered pursuant to the related Mortgage
Loan documents after the Closing Date, and the Special Servicer shall deliver copies within ten (10) Business Days of receipt
of all such items collected by it to the Master Servicer. On a calendar quarterly basis within forty-five (45) days after the
Master Servicer’s receipt of the related Mortgagor’s quarterly financial statements (commencing within forty-five
(45) days of the receipt of related Mortgagor’s financial statements for the quarter ending March 31, 2016) and on an annual
basis within forty-five (45) days after the Master Servicer’s receipt of the related Mortgagor’s annual financial
statements (commencing with the year ending December 31, 2016), the Master Servicer (in the case of all Mortgage Loans (other
than any Non-Serviced Mortgage Loan)) shall deliver or make available electronically to the Certificate Administrator and the
Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) a CREFC®
Operating Statement Analysis Report and a CREFC® Financial File for each Mortgaged Property (in electronic
format), prepared, to the extent so required by the then current CREFC® investor reporting package, using the normalized
quarterly and normalized year-end operating statements and rent rolls of each applicable Mortgagor, and a copy of the actual operating
statements, financial statements and rent rolls provided by each Mortgagor (to the extent provided to the Master Servicer by or
on behalf of each Mortgagor, or,



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in the case of Specially Serviced Mortgage Loans, as provided to the Special Servicer, copies
of which the Special Servicer shall forward to the Master Servicer within ten (10) Business Days of receipt thereof); provided,
however, that the analysis with respect to the first calendar quarter of each year will not be required to the extent provided
in the then-current applicable CREFC® guidelines. Not later than June 30th of each year (commencing in 2016), the
Master Servicer (in the case of all Mortgage Loans and the Hammond Square B Note) shall deliver or make available electronically
to the Certificate Administrator and the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period) a CREFC® Operating Statement Analysis Report, a CREFC® Financial File and a
CREFC® NOI Adjustment Worksheet for each Mortgage Loan (in electronic format), based on the most recently available
year-end operating statements and most recently available rent rolls of each applicable Mortgagor (to the extent provided to the
Master Servicer by or on behalf of each Mortgagor, or, in the case of Specially Serviced Mortgage Loans, as provided to the Special
Servicer, which the Special Servicer shall forward to the Master Servicer on or before May 31st of each such year),
containing such information and analyses for each Mortgage Loan (other than Non-Serviced Mortgage Loans) and the Hammond Square
B Note provided for in the respective forms of a CREFC® Operating Statement Analysis Report, CREFC®
Financial File and a CREFC® NOI Adjustment Worksheet as would customarily be included in accordance with the Servicing
Standard including, without limitation, Debt Service Coverage Ratios and income, subject, in the case of any Non-Serviced Mortgage
Loan, to the receipt of such report from the applicable Non-Serviced
Mortgage Loan Master Servicer or the applicable Non-Serviced Mortgage Loan Special Servicer. The Master Servicer shall make reasonable
efforts, consistent with the Servicing Standard, to obtain such reports from the applicable Non-Serviced Mortgage Loan Master
Servicer or the applicable Non-Serviced Mortgage Loan Special Servicer. In addition, the Master Servicer shall deliver to the
Certificate Administrator, and upon request, the Master Servicer shall make available to the Rating Agencies (subject to Section 5.7),
the Special Servicer, the Custodian, the Trustee and the holder of any Serviced Companion Loan, within thirty (30) days following
the Master Servicer’s receipt thereof, copies of any annual, monthly or quarterly financial statements and rent rolls collected
with respect to the related Mortgaged Properties. If reasonably requested by the Special Servicer, the Master Servicer shall discuss
with the Mortgagor with respect to Non-Specially Serviced Mortgage Loans (i) the annual, monthly or quarterly financial statements
and rent rolls collected with respect to the related Mortgaged Properties or (ii) the performance of the related Mortgaged Properties.


Section
8.15     Other Available Information and Certain Rights of the Master Servicer.   


(a)          Subject
to Section 5.7 and the restrictions described below, the Master Servicer shall afford any Privileged Person, any
Seller, any holder of a Serviced Companion Loan or any holder of a Serviced B Note, upon reasonable prior notice and during
normal business hours, reasonable access to all relevant, non-attorney-client-privileged records and documentation regarding
the applicable Mortgage Loans (other than Non-Serviced Mortgage Loans), the Hammond Square B Note, any REO Property and all
accounts, insurance policies and other relevant matters relating to this Agreement (which access may occur by means of the
availability of information on the Master Servicer’s internet website), and access to Servicing Officers of the Master
Servicer responsible for its obligations hereunder. Copies of information or access will be provided to Certificateholders
and each Certificate Owner and prospective






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investor
providing satisfactory evidence of legal or beneficial ownership of, or intent to purchase, a Certificate, as the case may be,
which shall be in the form of an Investor Certification (which shall include a certification that the Person requesting such information
is not a Mortgagor under any such Mortgage Loan or the Hammond Square B Note, a Manager of any Mortgaged Property or an Affiliate
or agent, principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee or advisor
of, or any investor in, any of the foregoing). Copies (or computer diskettes or other digital or electronic copies of such information
if reasonably available in lieu of paper copies) of any and all of the foregoing items shall be made available by the Master Servicer
upon request; provided, that the Master Servicer shall be permitted to require payment by the requesting party (other than
the Depositor, the Trustee, the Custodian, the Certificate Administrator, the Special Servicer, the Controlling Class Representative,
the Trust Advisor, any Underwriter or any Initial Purchaser) of a sum sufficient to cover the reasonable expenses actually incurred
by the Master Servicer of providing access or copies (including electronic or digital copies) of any such information requested
in accordance with the preceding sentence.


 


(b)          Nothing
herein shall be deemed to require the Master Servicer to confirm, represent or warrant the accuracy of (or to be liable or
responsible for) any other Person’s information or report. Notwithstanding the above, the Master Servicer shall not
have any liability to any Person to whom it delivers information pursuant to this Section 8.15 or any other
provision of this Agreement for federal, state or other applicable securities law violations relating to the disclosure of
such information. If any Person brings any claims relating to or arising from the foregoing against the Master Servicer (or
any employee, attorney, officer, director or agent thereof), the Trust (from amounts held in any account (including, subject
to the related Intercreditor Agreement, with respect to any such claims relating to a Serviced Companion Loan or a Serviced B
Note, from amounts held in the related Custodial Account) or otherwise) shall hold harmless and indemnify the Master Servicer
from any loss or expense (including attorney fees) relating to or arising from such claims.


(c)          The Master
Servicer shall produce the reports required of it under this Agreement; provided, that the Master Servicer shall not be
required to produce any ad hoc non-standard written reports with respect to any Mortgage Loans or the Hammond Square B
Note. If the Master Servicer elects to provide such non-standard reports, it may require the Person requesting such report (other
than a Rating Agency) to pay a reasonable fee to cover the costs of the preparation thereof. Any transmittal of information by
the Master Servicer to any Person other than the Trustee, the Custodian, the Certificate Administrator, the Master Servicer, the
Special Servicer, the Trust Advisor, any Underwriter, any Initial Purchaser, the Rating Agencies (subject to Section 5.7),
the Controlling Class Representative or the Depositor may be accompanied by a letter from the Master Servicer containing the following
provision:


“By receiving
the information set forth herein, you hereby acknowledge and agree that the United States securities laws restrict any person
who possesses material, non-public information regarding the Trust which issued Morgan Stanley Bank of America Merrill Lynch Trust
2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27 from purchasing or selling such Certificates in circumstances
where the other party to the transaction is not also in possession of such information. You also acknowledge and agree that such



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information is being provided to you for the purpose of, and such information may be used only in connection with, evaluation
by you or another Certificateholder, Certificate Owner or prospective purchaser of such Certificates or beneficial interest therein.”


(d)          The Master
Servicer may, at its discretion, make available by electronic media and bulletin board service certain information and may make
available by electronic media or bulletin board service (in addition to making such information available as provided herein)
any reports or information required by this Agreement that the Master Servicer is required to provide to any of the Rating Agencies,
the Depositor and anyone the Depositor reasonably designates.


(e)          Subject to
Section 5.7, the Master Servicer shall cooperate in providing the Rating Agencies with such other pertinent information
relating to the Mortgage Loans and the Hammond Square B Note as is or should be in their respective possession as the Rating Agencies
may reasonably request.


Section
8.16     Rule 144A Information. For as long as any of the Certificates are
“restricted securities” within the meaning of Rule 144A under the Securities Act, the Master Servicer agrees
to provide to the Certificate Administrator for delivery to any Holder thereof, any Certificate Owner therein and to any
prospective purchaser of the Certificates or beneficial interest therein reasonably designated by the Certificate
Administrator upon the request of such Certificateholder, such Certificate Owner or the Certificate Administrator subject to
this Section 8.16 and the provisions of Sections 5.4 and 8.15, any information prepared by the
Master Servicer that any such entity requests as being required to be provided to such holder or prospective purchaser to
satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.


Any recipient of
information provided pursuant to this Section 8.16 shall agree that such information shall not be disclosed or used
for any purpose other than the evaluation of the Certificates by such Person and the Master Servicer shall be permitted to use
the letter referred to in Section 8.15(c). Unless the Master Servicer chooses to deliver the information directly,
the Depositor, the Underwriters, the Initial Purchasers or the Certificate Administrator shall be responsible for the physical
delivery of the information requested pursuant to this Section 8.16. As a condition to the Master Servicer making
any report or information available upon request to any Person other than the parties hereto, the Master Servicer may require
that the recipient of such information acknowledge that the Master Servicer may contemporaneously provide such information to
the Depositor, the Trustee, the Custodian, the Certificate Administrator, the Special Servicer, the Trust Advisor, the Sellers,
the Controlling Class Representative, the holder of a Serviced Companion Loan, the holder of a Serviced B Note, the Underwriters,
the Initial Purchasers, any Rating Agency (subject to Section 5.7) and/or the Certificateholders and Certificate Owners.
The Master Servicer will be permitted to require payment of a sum to be paid by the requesting party (other than the Depositor,
the Rating Agencies, the Trustee, the Custodian, the Certificate Administrator, the Underwriters or the Initial Purchasers) sufficient
to cover the reasonable costs and expenses of making such information available.






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Section
8.17     Inspections.      The Master Servicer shall, at its own
expense, inspect or cause to be inspected each Mortgaged Property other than Mortgaged Properties related to Specially
Serviced Mortgage Loans and Non-Serviced Mortgage Loans, every calendar year beginning in 2017, or every second
(2nd) calendar year beginning in 2018 if the Unpaid Principal Balance of the related Mortgage Loan or Loan Pair is
less than $2,000,000; provided that, to the extent the applicable Mortgaged Property has not been inspected within the
prior sixty (60) days, the Master Servicer shall, at the expense of the Trust, inspect or cause to be inspected each
Mortgaged Property related to a Mortgage Loan or Loan Pair (other than a Specially Serviced Mortgage Loan or Non-Serviced
Mortgage Loan) that has a Debt Service Coverage Ratio that falls below 1.0x; provided further, that with
respect to any Mortgage Loan (other than a Specially Serviced Mortgage Loan or Non-Serviced Mortgage Loan) or Loan Pair
that has an Unpaid Principal Balance of less than $2,000,000 and has been placed on the CREFC® Servicer Watch
List, the Master Servicer shall inspect or cause to be inspected the related Mortgaged Property every calendar year beginning
in 2017 so long as such Mortgage Loan or Loan Pair continues to be on the CREFC® Servicer Watch List; provided,
if such Mortgage Loan or Loan Pair is no longer on the CREFC® Servicer Watch List at the time the inspection
was scheduled, no such inspection shall be required. The Master Servicer shall prepare an Inspection Report relating to each
inspection. The Master Servicer shall promptly forward the applicable Inspection Report to the Certificate Administrator (who
shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section 5.4) and
the 17g-5 Information Provider (who shall promptly upon receipt post it to the 17g-5 Information Provider’s Website
pursuant to Section 5.7), the Controlling Class Representative (during any Subordinate Control Period and any
Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period), the Special Servicer,
solely as it relates to any Loan Pair, to the holders of the related Serviced Companion Loan and any related Serviced B Note,
and solely as it relates to any A/B Whole Loan, to the holder of the related Serviced B Note, and upon request, to any
Certificateholder, any Certificate Owner and any Seller.


The Special Servicer
shall have the right (but not the obligation), in its sole discretion, to inspect or cause to be inspected (at its own expense)
every calendar year any Mortgaged Property related to a Non-Specially Serviced Mortgage Loan; provided that the Special
Servicer notifies the Master Servicer prior to such inspection. The Master Servicer is not required to inspect any Mortgaged Property
that has been inspected by the Special Servicer during the preceding twelve (12) months.


Section 8.18          Modifications,
Waivers, Amendments, Extensions and Consents.


(a)          Subject to
the limitations of Section 12.3 hereof, the Master Servicer shall have the following powers:


(i)          Subject
to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Master Servicer, in accordance
with the Servicing Standard may agree to any modification, waiver, amendment or consent of or relating to any term (other than
a Money Term) of a Mortgage Loan (other than a Non-Serviced Mortgage Loan), a Serviced Companion Loan or a Serviced B Note that
is not a Specially Serviced Mortgage Loan (such terms to include, without limitation, Master Servicer Consent Matters set forth
in Section 8.3(a)



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hereof),
provided that such amendment would not result in an Adverse REMIC Event or an Adverse Grantor Trust Event. If the Master Servicer
receives a request to modify, waive, amend or consent to any action proposed by the borrower with respect to a Non-Specially Serviced
Mortgage Loan and such request must be approved by the Special Servicer, then the Master Servicer shall deliver to the Special
Servicer its written recommendation and analysis regarding such request and any additional information that the Special Servicer
reasonably requests. The Special Servicer shall review and approve or be deemed to have approved such request within fifteen (15)
Business Days (or such longer period as is required for approval under any related Intercreditor Agreement) of receipt from the
Master Servicer of its written recommendation and analysis of such request and any additional information reasonably requested
that is reasonably available to the Master Servicer or in its possession. In any event, the Master Servicer shall promptly notify
the Special Servicer of any material modification, waiver, amendment or consent executed by the Master Servicer pursuant to this
Section 8.18(a)(i) and provide to the Special Servicer a copy thereof. Notwithstanding the foregoing provisions of
this Section 8.18, if the related Mortgage Loan documents require a Mortgagor to pay a fee for an assumption, modification,
waiver, amendment or consent that would be due or partially due to the Special Servicer, then the Master Servicer shall not waive
the portion of such fee due to the Special Servicer without the Special Servicer’s approval.


 


(ii)         Subject
to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Master Servicer may
extend the maturity date of any Balloon Loan (other than a Non-Serviced Mortgage Loan) that is not a Specially Serviced
Mortgage Loan to a date that is not more than sixty (60) days following the original Maturity Date, if in the Master
Servicer’s sole judgment exercised in good faith (and evidenced by an Officer’s Certificate delivered to the
Special Servicer and the Trustee), a default in the payment of the Balloon Payment is reasonably foreseeable and such
extension is reasonably likely to produce a greater recovery to the Holders and the holders of the related Serviced B Note
and Serviced Companion Loan (as a collective whole) on a net present value basis (calculated in accordance with Section
1.2(e)) than liquidation of such Balloon Loan and the Mortgagor has obtained an executed written commitment (subject only
to satisfaction of conditions set forth therein) for refinancing of such Balloon Loan or purchase of the related Mortgaged
Property. The Master Servicer shall process all such extensions.


(b)          The Master
Servicer may require, in its discretion (unless prohibited or otherwise provided in the Mortgage Loan documents), as a condition
to granting any request by a Mortgagor for any consent, modification, waiver, amendment or collateral release, that such Mortgagor
pay to the Trust a reasonable and customary modification fee to the extent permitted by law; provided that the collection
of such fee shall not be permitted if collection of such fee would cause a “significant modification” (within the
meaning of Treasury Regulation Section 1.860G-2(b)) of the Mortgage Loan or the Hammond Square B Note, as applicable. The
Master Servicer may charge the Mortgagor for any costs and expenses (including attorneys’ fees and rating agency fees) incurred
by the Master Servicer or the Special Servicer (and any amounts incurred by the Special Servicer shall be reimbursed to the Special
Servicer as an Additional Trust Expense) in connection with any request for a modification, waiver, amendment or collateral release.
The Master Servicer agrees to use its reasonable best efforts in accordance with the Servicing Standard to collect such costs,
expenses and fees from the Mortgagor and if the Master Servicer believes that the costs and expenses (including attorneys’
fees) to be incurred






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by
the Master Servicer in connection with any request for a modification, waiver or amendment will result in a payment or reimbursement
by the Trust, then the Master Servicer shall notify the Special Servicer prior to incurring any such costs and expenses, provided
that the failure or inability of the Mortgagor to pay any such costs and expenses shall not impair the right of the Master
Servicer to cause such costs and expenses (but not including any modification fee), and interest thereon at the Advance Rate,
to be paid or reimbursed by the Trust as a Servicing Advance (to the extent not paid by the Mortgagor).


 


(c)          The Master
Servicer shall notify the Trustee, the Custodian, the Certificate Administrator, the 17g-5 Information Provider, the Controlling
Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other
than during any Subordinate Control Period) and the Special Servicer of any modification, waiver or amendment of any term of any
Mortgage Loan permitted by it under this Section and the date thereof, and shall deliver to the Custodian (on the Trustee’s
behalf) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver
or amendment, promptly following the execution thereof except to the extent such documents have been submitted to the applicable
recording office, in which event the Master Servicer shall promptly deliver copies of such documents to the Custodian (on the
Trustee’s behalf). The Master Servicer shall not agree to any modification, waiver, or amendment of any term of a Specially
Serviced Mortgage Loan or a Non-Serviced Mortgage Loan. The Master Servicer shall notify the holder of any related Serviced B
Note or Serviced Companion Loan of any modification of the monthly payments of an A/B Whole Loan or a Loan Pair, as the case may
be, and such monthly payments shall be allocated in accordance with the related Intercreditor Agreement (or with respect to a
Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents
and Section 8.30 hereof).




Section 8.19     Specially
Serviced Mortgage Loans.


(a)          Within five
(5) Business Days after becoming aware of a Servicing Transfer Event with respect to a Mortgage Loan or any related Serviced Companion
Loan or Serviced B Note, the Master Servicer shall send a written notice to the Special Servicer, the Controlling Class Representative
(during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate
Control Period), the 17g-5 Information Provider (who shall promptly post such notice on the 17g-5 Information Provider’s
Website), the Certificate Administrator (who shall promptly post such notice on the Certificate Administrator’s Website),
the Trustee, the Custodian, the related Seller and, solely as it relates to any A/B Whole Loan, to the holder of the related Serviced
B Note and solely as it relates to any Loan Pair, to the holders of the related Serviced Companion Loan and any related Serviced
B Note, which notice shall identify the related Mortgage Loan or the Hammond Square B Note, as applicable, and set forth in reasonable
detail the nature and relevant facts of such Servicing Transfer Event and whether such Mortgage Loan or the Hammond Square B Note,
as applicable, is covered by an Environmental Insurance Policy (and for purposes of stating whether such Mortgage Loan or the
Hammond Square B Note, as applicable, is covered by an Environmental Insurance Policy the Master Servicer may rely on Schedule
IX attached hereto) and, in the case of a notice to the Special Servicer, shall be accompanied by a copy of the Servicer Mortgage
File.






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(b)          Prior to or
concurrently with the transfer of the servicing of any Specially Serviced Mortgage Loan to the Special Servicer, the Master Servicer
shall notify the related Mortgagor of such transfer in accordance with the Servicing Standard (and shall send a copy of such notice
to the Special Servicer).


(c)          Any calculations
or reports prepared by the Master Servicer to the extent they relate to Specially Serviced Mortgage Loans shall be based on information
supplied to the Master Servicer in writing by the Special Servicer as provided hereby. The Master Servicer shall have no duty
to investigate or confirm the accuracy of any information provided to it by the Special Servicer and shall have no liability for
the inaccuracy of any of its reports due to the inaccuracy of the information provided by the Special Servicer.


(d)          Subject to
Section 5.4(e), on or prior to each Distribution Date, the Master Servicer shall provide to the Special Servicer, in order
for the Special Servicer to comply with its obligations under this Agreement, such information (and in the form and medium) as
the Special Servicer may reasonably request in writing from time to time.


Section 8.20          Representations,
Warranties and Covenants of the Master Servicer.


(a)          The Master
Servicer hereby represents and warrants to and covenants with each other party to this Agreement and for the benefit of the Certificateholders,
as of the Closing Date:


(i)          the
Master Servicer is duly organized, validly existing and in good standing as a national banking association under the laws of
the United States of America, and shall be and thereafter remain, in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement, except where the
failure to so qualify or comply would not adversely affect the Master Servicer’s ability to perform its obligations
hereunder in accordance with the terms of this Agreement;


(ii)          the Master
Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and
obligations contemplated by this Agreement. The Master Servicer has duly and validly authorized the execution, delivery and performance
of this Agreement and this Agreement has been duly executed and delivered by the Master Servicer; and this Agreement, assuming
the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation
of the Master Servicer enforceable against the Master Servicer in accordance with its terms subject, as to enforcement of remedies,
to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership and other similar laws affecting
creditors’ rights generally (and, to the extent applicable, the rights of creditors of national banks) as from time to time
in effect, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law), and to matters of public policy with respect to indemnification or contribution as to violations of securities laws;






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(iii)         the
execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of the transactions contemplated
hereby, and the fulfillment of or compliance by the Master Servicer with the terms and conditions of this Agreement will not (1) conflict
with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement
or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree
or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it,
in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result
in a breach of any term or provision of its organizational documents;


(iv)         no litigation
is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which, in the Master
Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery
or enforceability of this Agreement or its ability to service the Mortgage Loans or the Hammond Square B Note it is required to
service hereunder or to perform any of its other obligations hereunder in accordance with the terms hereof;


(v)          no consent,
approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance
by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such
consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary
to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be
qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its
obligations hereunder; and




(vi)          the performance
of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the Master Servicer
and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in
each state, except to the extent that being licensed or having permits or other authorization in one or more states is not necessary
for the performance by it of its obligations hereunder.


(b)          It is understood
that the representations and warranties set forth in this Section 8.20 shall survive the execution and delivery of
this Agreement.


(c)          Any cause
of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section shall
accrue upon the giving of written notice to the Master Servicer by any of the Depositor, the Trustee, the Special Servicer, the
Certificate Administrator, the Custodian or the Trust Advisor. The Master Servicer shall give prompt written notice to the Trustee,
the Certificate Administrator, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure to occur,
of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section to be
untrue or inaccurate in any respect.






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Section 8.21     Merger
or Consolidation. Any Person into which the Master Servicer may be merged or consolidated, or any Person resulting from any
merger, conversion, consolidation or other change in form to which the Master Servicer shall be a party (but not the surviving
entity), or any Person succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer hereunder,
without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that
the Master Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect
to any securities rated by any such NRSRO evidencing direct beneficial ownership interests in any Serviced Companion Loan or Serviced
B Note. If a transaction described in the preceding sentence occurs and (i) the conditions to the provisions in such sentence
are not met, then the Trustee may terminate or (ii) the conditions set forth in the following paragraph are not met, the Trustee
shall terminate, the successor’s, survivor’s or resulting entity’s servicing of the Mortgage Loans and the Hammond
Square B Note pursuant hereto, such termination to be effected in the manner set forth in Sections 8.28 and 8.29.
The successor or surviving Person shall provide prompt written notice of the merger or consolidation to the Trustee, the Certificate
Administrator, the Custodian and the 17g-5 Information Provider.


Notwithstanding
the foregoing, if, and for so long as, the Trust, or, with respect to any Serviced Companion Loan, the trust created pursuant
to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the
Master Servicer may not remain the Master Servicer under this Agreement after (x) being merged or consolidated with or into
any Prohibited Party, or (y) transferring all or substantially all of its assets to any Prohibited Party, unless (i) the
Master Servicer is the surviving entity of such merger, consolidation or transfer or (ii) the Depositor consents to such
merger, consolidation or transfer, which consent shall not be unreasonably withheld (and if, within forty-five (45) days
following the date of delivery of a notice by the Master Servicer to the Depositor of any merger or similar transaction
described in the preceding paragraph, the Depositor shall have failed to notify the Master Servicer of the Depositor’s
determination to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent).


Section 8.22     Resignation
of Master Servicer.


(a)          Except as
otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties
hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable
law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination
permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the
Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent
of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations
under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities
rated by any such NRSRO evidencing interests in any Serviced Companion Loan or Serviced B Note with a Rating Agency Communication.
Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer
shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding
the foregoing, if the Master Servicer shall cease to serve as such in accordance






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with
this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee
shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee
assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent
shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the
fourth (4th) preceding sentence above.


 


(b)          The
Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the
Trustee and the Certificate Administrator; provided that (i) a successor master servicer (A) is available,
(B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations,
responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and
conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all
costs associated with its resignation and the transfer of servicing; (iii)(A)(x) such successor master servicer is acting as
master servicer in a commercial mortgage loan securitization that was rated by KBRA within the twelve (12) month period prior
to the date of determination, and KBRA has not downgraded or withdrawn the then current rating on any class of commercial
mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such master
servicer as master servicer of such commercial mortgage securities as the sole or a material reason for such downgrade or
withdrawal (or placement on watch) or (y) if such successor master servicer is not acting as master servicer in a commercial
mortgage loan securitization that was rated by KBRA in such twelve (12) month period, then such Rating Agency shall have
provided a Rating Agency Confirmation; (B)(x) such successor master servicer is acting as master servicer in a commercial
mortgage loan securitization that was rated by an NRSRO within the twelve (12) month period prior to the date of
determination and (y) Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings of one or
more classes of certificates issued in connection with such securitization citing servicing concerns with such
successor master servicer as the sole or material factor in such rating action and (C) (x) the successor master servicer
confirms in writing that it was appointed to act as the master servicer on a transaction level basis on the closing date of a
commercial mortgage loan securitization with respect to which Moody’s rated one or more classes of certificates and one
or more of such classes of certificates are still outstanding and rated by Moody’s and (y) Moody’s has not cited
servicing concerns of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of
securities in any other commercial mortgage-backed securities transaction serviced by the applicable servicer prior to the
time of determination; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating
Agency Communication with respect to such servicing transfer.


Section 8.23     Assignment
or Delegation of Duties by Master Servicer. The Master Servicer shall have the right without the prior written consent of
the Trustee to (A) delegate or subcontract with or authorize or appoint anyone, or delegate certain duties to other professionals
such as attorneys and appraisers, as an agent of the Master Servicer (as provided in Section 8.4) to perform and carry
out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder or (B) assign and
delegate all of its duties hereunder; provided that with respect to clause (B), (i) the Master Servicer
gives the









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Depositor,
the Special Servicer, the holder of any related Serviced B Note (only if such assignment/delegation relates to an A/B Whole Loan
or, if applicable, a Loan Pair), the holder of any related Serviced Companion Loan (only if such assignment/delegation relates
to a Loan Pair) and the Trustee notice of such assignment and delegation; (ii) such purchaser or transferee accepting such
assignment and delegation executes and delivers to the Depositor and the Trustee an agreement accepting such assignment, which
contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master
Servicer, with like effect as if originally named as a party to this Agreement or any other subservicing agreement with any Surviving
Sub-Servicer; (iii) the purchaser or transferee has a net worth in excess of $15,000,000; (iv) the Master Servicer shall
have provided to each Rating Agency a Rating Agency Communication with respect to such assignment and delegation; and (v) the
Depositor consents to such assignment and delegation, such consent not to be unreasonably withheld. In the case of any such assignment
and delegation in accordance with the requirements of subclause (B) of this Section, the Master Servicer shall be
released from its obligations under this Agreement, except that the Master Servicer shall remain liable for all liabilities and
obligations incurred by it as the Master Servicer hereunder prior to the satisfaction of the conditions to such assignment set
forth in the preceding sentence. Notwithstanding the above, the Master Servicer may appoint the sub-servicers in accordance with
Section 8.4 hereof.


 


Section 8.24     Limitation
on Liability of the Master Servicer and Others.


(a)          Neither
the Master Servicer nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Master
Servicer shall be under any liability to the Trust, the holders of the Certificates, any other party to this Agreement, the
Underwriters, the Initial Purchasers, the holder of any Serviced Companion Loan or the holder of any Serviced B Note for any
action taken or for refraining from the taking of any action in good faith, or using reasonable business judgment, consistent
with the Servicing Standard; provided that this provision shall not protect the Master Servicer or any such person
against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in its performance of duties under this Agreement or by reason of
negligent disregard of obligations and duties hereunder. The Master Servicer and any Affiliate, director, officer, employee,
member, manager or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person (including, without limitation, the Special Servicer) respecting any matters arising
hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is
not incidental to its duties to service the Mortgage Loans and the Hammond Square B Note in accordance with this Agreement; provided
that the Master Servicer, may in its sole discretion undertake any such action that it may reasonably deem necessary or
desirable in order to protect the interests of the Certificateholders, the Trustee and the Trust in the Mortgage Loans and
the Hammond Square B Note, the interests of the holder of any Serviced B Note or the interests of the holder of any Serviced
Companion Loan (subject to the Special Servicer’s servicing of Specially Serviced Mortgage Loans as contemplated
herein), or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and
costs of such action shall be expenses and costs of the Trust, and the Master Servicer shall be entitled to be reimbursed
therefor as Servicing Advances as provided by Section 5.2, subject to the provisions of Section 4.4
hereof.






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(b)          In addition,
the Master Servicer shall have no liability with respect to, and shall be entitled to conclusively rely on as to the truth of
the statements and the correctness of the opinions expressed in, any certificates or opinions furnished to the Master Servicer
and conforming to the requirements of this Agreement. Subject to the Servicing Standard, the Master Servicer shall have the right
to rely on information provided to it by the Special Servicer and Mortgagors, and will have no duty to investigate or verify the
accuracy thereof. Neither the Master Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall
be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Master Servicer
or such Affiliate, director, officer, employee, member, manager or agent, was negligent in ascertaining the pertinent facts. Neither
the Master Servicer nor any director, officer, employee, agent or Affiliate, shall be personally liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred
upon it by this Agreement.


(c)          The Master
Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise from
any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust
shall indemnify and hold harmless the Master Servicer from any and all claims, liabilities, costs, charges, fees or other expenses
which relate to or arise from any such breach of representation, warranty or covenant to the extent the Master Servicer is unable
to recover such amounts from the Person in breach.


(d)          Except as
otherwise specifically provided herein:


(i)          the
Master Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s
certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request,
consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) reasonably
believed or in good faith believed by it to be genuine and to have been signed or presented by the proper party or
parties;


(ii)          the Master
Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and protection
with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion
of counsel; and


(iii)          the Master
Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any information
(financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed
by it to be genuine and provided by any Mortgagor or manager of a Mortgaged Property.


(e)          The Master
Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer shall be indemnified
by the Trustee, the Certificate Administrator, the Custodian and the Special Servicer, as the case may be, and held harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with






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any
legal action relating to the Trustee’s, the Certificate Administrator’s, the Custodian’s or the Special
Servicer’s, as the case may be, respective willful misfeasance, bad faith or negligence in the performance of its
respective duties hereunder or by reason of negligent disregard of its respective duties hereunder, other than any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of any of the
Master Servicer’s duties hereunder or by reason of negligent disregard of the Master Servicer’s obligations and
duties hereunder. The Master Servicer shall immediately notify the Trustee, the Certificate Administrator, the Custodian and
the Special Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans or the Hammond
Square B Note entitling the Master Servicer to indemnification hereunder, whereupon the Trustee, the Certificate
Administrator, the Custodian or the Special Servicer, in each case, to the extent the claim is related to its respective
willful misfeasance, bad faith or negligence, may assume the defense of any such claim (with counsel reasonably satisfactory
to the Master Servicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Trustee, the Certificate Administrator, the Custodian and the Special Servicer shall not affect any rights that the Master
Servicer may have to indemnification under this Agreement or otherwise, unless the Trustee’s, the Certificate
Administrator’s, the Custodian’s or the Special Servicer’s defense of such claim is materially prejudiced
thereby. Such indemnity shall survive the termination of this Agreement or the resignation or removal of the Master Servicer
hereunder. Any payment hereunder made by the Trustee, the Certificate Administrator, the Custodian or the Special Servicer
pursuant to this paragraph to or at the direction of the Master Servicer shall be paid from the Trustee’s, the
Certificate Administrator’s, the Custodian’s or Special Servicer’s own funds, without reimbursement
from the Trust therefor except to the extent achieved through subrogation as provided in this Agreement. Any expenses
incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian or the Special
Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent
jurisdiction makes a final judgment that the conduct of the Trustee, the Certificate Administrator, the Custodian or the
Special Servicer, as the case may be, was not culpable or such indemnifying party was found to not have acted with willful
misfeasance, bad faith or negligence.


 


Section 8.25     Indemnification;
Third-Party Claims.


(a)          The Master
Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer (the “Master
Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections on, and other proceeds of,
the Mortgage Loans, any Serviced Companion Loans and any Serviced B Notes (including REO Loans), as provided in the following
paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any
other costs, liabilities, fees and expenses (collectively, “Master Servicer Losses”) incurred in connection
with any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any Serviced B Notes, any
REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or
the incurring of expenses, other than any loss, liability or expense: (i) specifically required to be borne by the party seeking
indemnification, without right of reimbursement pursuant to the terms of this Agreement; (ii) which constitutes a Servicing Advance
that is otherwise reimbursable under this Agreement; (iii) incurred in






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connection
with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party
of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against
the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in
the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties.


 


Except as
provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph
(including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC
Pool or grantor trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under
the REMIC Provisions or provisions relating to the grantor trust or the actual payment of any REMIC tax or grantor trust tax
or expense with respect to any REMIC or grantor trust formed hereunder) shall be paid out of collections on, and other
proceeds of, the Mortgage Loans and the Hammond Square B Note as a whole but not out of collections on, or other proceeds of,
any Serviced Companion Loan or any Serviced B Note (other than the Hammond Square B Note); provided, that any such
indemnification that relates primarily to the administration of the Trust in general (as opposed to specific Mortgage Loans)
and is paid out of collections on, or other proceeds of, the Mortgage Loans (other than the Hammond Square Mortgage Loan) and
the Hammond Square A/B Whole Loan shall be paid in the relative proportions of the Stated Principal Balances of the Mortgage
Loans (other than the Hammond Square Mortgage Loan), on the one hand, and the Hammond Square A/B Whole Loan, on the other
hand (and payments out of collections on the Hammond Square A/B Whole Loan shall be allocated among the Hammond Square
Mortgage Loan and Hammond Square B Note in accordance with the Hammond Square Intercreditor Agreement). In the case of any
such Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any
determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual
payment of any REMIC tax or expense:


(1)          if such Master
Servicer Losses relate to a Loan Pair, then (subject to the related Intercreditor Agreement) such indemnification shall be paid
(x) first, out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan and Serviced Companion Loan,
in the relative proportions, and from the sources, provided for in the applicable Intercreditor Agreement and (y) if the
collections and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify
the Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections
on, and other proceeds of, the Mortgage Loans as a whole; and


(2)          if
such Master Servicer Losses relate to any A/B Whole Loan, then (subject to the related Intercreditor Agreement) such
indemnification shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement,
out of collections on, and other proceeds of such A/B Whole Loan, and (y) if the collections and proceeds described in subclause (x)
of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current
basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage
Loans as a whole.






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The Master Servicer
shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out of the Trust
pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall
survive the termination of this Agreement. The Trustee, the Certificate Administrator or the Master Servicer shall promptly make
from the Collection Account (and, if and to the extent that the amount due shall be paid from collections on, and other proceeds
of, any Serviced Companion Loan or any Serviced B Note, as set forth above, out of the related Custodial Account) any payments
certified by the Master Servicer to the Trustee and the Certificate Administrator as required to be made to the Master Servicer
pursuant to this Section 8.25.


(b)          The
Master Servicer agrees to indemnify each other party to this Agreement, the Trust, and any director, officer, member,
manager, employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any
such Person may sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the performance of
any of the Master Servicer’s duties hereunder or by reason of negligent disregard of the Master Servicer’s
obligations and duties hereunder (including a breach of such obligations a substantial motive of which is to obtain an
economic advantage from not complying with or not performing such obligations), and if in any such situation the Master
Servicer is replaced, the parties hereto agree that the amount of such claims, losses, penalties, fines, legal fees and
related costs, judgments, and other costs, liabilities, fees and expenses shall at least equal the incremental costs, if any,
of retaining a successor servicer. The Trustee, the Special Servicer, the Trust Advisor, the Certificate Administrator, the
Custodian or the Depositor, as applicable, shall immediately notify the Master Servicer if a claim is made by any Person with
respect to this Agreement or the Mortgage Loans entitling the Trustee, the Depositor, the Special Servicer, the Trust
Advisor, the Certificate Administrator, the Custodian or the Trust to indemnification under this Section 8.25(b),
whereupon the Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the
Trustee, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian or the Depositor, as
applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Master
Servicer shall not affect any rights the Trustee, the Special Servicer, the Trust Advisor, the Depositor, the Certificate
Administrator, the Custodian or the Trust may have to indemnification under this Agreement or otherwise, unless the Master
Servicer’s defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the resignation or termination of the Master Servicer, the Special Servicer, the Trust
Advisor, the Certificate Administrator, the Custodian and the Trustee. Any expenses incurred or indemnification payments made
by the Master Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court
of competent jurisdiction makes a final, non-appealable judgment that the conduct of the Master Servicer was not culpable or
that the Master Servicer did not act with willful misfeasance, bad faith or negligence.


(c)          Any Non-Serviced
Mortgage Loan Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of such Non-Serviced Mortgage
Loan






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Master
Servicer shall be indemnified by the Trust and held harmless against the Trust’s pro rata share of any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing Agreement and this
Agreement and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the related Non-Serviced
Companion Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred by reason
of any Non-Serviced Mortgage Loan Master Servicer’s willful misfeasance, bad faith or negligence in the performance of its
duties under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


Section
8.26     Loan Registry. It is hereby acknowledged and agreed that the loan agreement for each of
the Mortgage Loans identified on Schedule VIII attached to this Agreement provides that the related Mortgagor or an
agent of the related Mortgagor shall maintain a register (the “Lender Register”) on which it will record
the related Mortgage Loan and each assignment thereof and/or participation therein. Promptly following the Closing Date, the
Master Servicer shall confirm, with respect to each of the Mortgage Loans identified on Schedule VIII attached to this
Agreement, that the related Mortgagor or its agent has reflected the Trustee on behalf of the Certificateholders as the new
lender on the applicable Lender Register.


Section
8.27     Compliance with REMIC Provisions and Grantor Trust Provisions. The Master Servicer
shall act in accordance with this Agreement and the REMIC Provisions and related provisions of the Code in order to create or
maintain the status of any REMIC Pool as a REMIC and the Grantor Trust created hereby as a grantor trust under the Code. The
Master Servicer shall not (A) take any action or cause any REMIC Pool to take any action that could (i) endanger
the status of any REMIC Pool as a REMIC under the Code or (ii) result in the imposition of a tax upon any REMIC Pool
(including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) or on
contributions pursuant to Section 860G(d)) or (B) take any action or cause the Grantor Trust to take any action
that could (i) endanger its status as a grantor trust or (ii) result in the imposition of any tax upon the Grantor
Trust unless the Trustee shall have received a Nondisqualification Opinion (at the expense of the party seeking to take such
action) to the effect that the contemplated action will not endanger such status or result in the imposition of such tax. The
Master Servicer shall comply with the provisions of Article XII hereof. Notwithstanding the foregoing, the Master
Servicer shall not be liable for an Adverse REMIC Event resulting from the failure of any Mortgage Loan or the Hammond Square
B Note by its terms to comply with Revenue Procedure 2010-30, provided that the Master Servicer directly pursues any
available remedies against the relevant Seller with respect to any breach or violation of a representation or warranty with
respect to such Mortgage Loan’s (or the Hammond Square B Note’s) compliance with Revenue Procedure 2010-30.


Section 8.28     Termination.
The obligations and responsibilities of the Master Servicer created hereby (other than the obligation of the Master Servicer to
make payments to the Certificate Administrator as set forth in Section 8.29 and the obligations of the Master Servicer
to the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Trust that survive termination of this
Agreement as provided herein) shall terminate (i) on the date which is the later of (A) the final payment or other liquidation
of the last of the Mortgage






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Loans
and the Hammond Square B Note remaining outstanding (and final distribution to the Certificateholders) or (B) the disposition
of all REO Property (and final distribution to the Certificateholders), (ii) if a Servicer Termination Event described in
clauses 8.28(a)(iii), (iv), (viii), (ix) or (x) has occurred and is continuing, sixty (60) days following
the date on which the Trustee or Depositor gives written notice to the Master Servicer that the Master Servicer is terminated
or (iii) if a Servicer Termination Event described in clauses 8.28(a)(i), (ii), (v), (vi) or
(vii) has occurred and is continuing, immediately upon the date on which the Trustee or the Depositor gives written notice
to the Master Servicer that the Master Servicer is terminated. After any Servicer Termination Event (but subject, in the case
of Section 8.28(a)(x), to the waiver right of the Depositor described therein), the Trustee (i) may elect to terminate
the Master Servicer by providing such notice, and (ii) shall provide such notice if holders of Certificates representing
more than 25% of the aggregate Voting Rights of all Certificates so direct the Trustee.





(a)          “Servicer
Termination Event,” wherever used herein, means any one of the following events:


(i)          any failure
by the Master Servicer to remit to the Certificate Administrator or otherwise make any payment required to be remitted by the
Master Servicer under the terms of this Agreement, including any required Advances; provided that, if a payment
is required to be remitted by the Master Servicer to the Certificate Administrator on the Master Servicer Remittance Date, the
failure to remit that payment to the Certificate Administrator shall only be a “Servicer Termination Event” under
this clause (a)(i) if that payment has not been remitted to the Certificate Administrator prior to 10:00 a.m. (New York City time)
on the related Distribution Date; or




(ii)           any failure
by the Master Servicer to make a required deposit to the Collection Account which continues unremedied for one (1) Business Day
following the date on which such deposit was first required to be made; or


(iii)          any failure
on the part of the Master Servicer duly to observe or perform in any material respect any other of the duties, covenants or agreements
on the part of the Master Servicer contained in this Agreement (other than if, and for so long as, the Trust or a trust created
pursuant to an Other Companion Loan Pooling and Servicing Agreement is subject to the reporting requirements of the Exchange Act,
the duties, covenants or agreements set forth in Article XIII to the extent described in Section 8.28(a)(ix)) which
continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Master Servicer by the Depositor or the Trustee; provided such cure period
will be extended to the extent necessary to permit the Master Servicer to cure such failure if (A) the Master Servicer certifies
to the Trustee and the Depositor that the Master Servicer is in good faith attempting to remedy such failure and (B) the Certificateholders
shall not be materially and adversely affected thereby; provided, further, that such cure period may not exceed
90 days; or


(iv)          any breach
of the representations and warranties contained in Section 8.20 hereof that materially and adversely affects the interest
of any holder of any Class of Certificates and that continues unremedied for a period of thirty (30) days after the date on









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which
notice of such breach, requiring the same to be remedied, shall have been given to the Master Servicer by the Depositor or the
Trustee, provided such cure period will be extended to the extent necessary to permit the Master Servicer to cure such
breach if (A) the Master Servicer certifies to the Trustee and the Depositor that the Master Servicer is in good faith attempting
to remedy such breach and (B) the Certificateholders shall not be materially and adversely affected thereby; provided,
further, that such cure period may not exceed 90 days; or


 


(v)           a decree
or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present
or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of sixty (60) days; or


(vi)          the Master
Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer
or of or relating to all or substantially all of its property; or


(vii)         the Master
Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations, or take any corporate action in furtherance of the foregoing; or



(viii)      (a) Moody’s
or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or
more classes of securities backed by a Serviced B Note or Serviced Companion Loan (if such Rating Agency has been engaged by the
applicable Other Depositor to rate such securities) or (B) placed one or more Classes of Certificates or one or more classes of
securities backed by a Serviced B Note or Serviced Companion Loan (if such Rating Agency has been engaged by the applicable Other
Depositor to rate such securities) on “watch status” in contemplation of a ratings downgrade or withdrawal (and, in
the case of either of clauses (A) or (B), such qualification, downgrade, withdrawal or “watch status” placement shall
not have been withdrawn by Moody’s or KBRA, as applicable, within sixty (60) days) and, in the case of either of clauses
(A) or (B), Moody’s or KBRA, as applicable, publicly cited servicing concerns with the Master Servicer as the sole or material
factor in such rating action, or (b)(A) the Master Servicer has failed to maintain a ranking by Morningstar equal to or higher
than “MOR CS3” as a master servicer and such ranking is not reinstated within sixty (60) days of actual knowledge
of such event by the Master Servicer (if the Master Servicer has or had a Morningstar ranking on or after the Closing Date) or
(B) if the Master Servicer has not been ranked by Morningstar on or after the Closing Date, Morningstar has (1) qualified, downgraded
or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of securities backed by a Serviced
B Note or Serviced Companion Loan (if Morningstar has been engaged by the applicable Other Depositor to rate such securities)
or (2) within the prior twelve (12) months, placed one or more Classes of Certificates or one or more classes of securities backed
by a Serviced B Note or Serviced






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Companion
Loan (if Morningstar has been engaged by the applicable Other Depositor to rate such securities) on “watch status”
in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), has publicly cited servicing
concerns with the Master Servicer as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal
or “watch status” placement has not been withdrawn by Morningstar within sixty (60) days of such event); or


 


(ix)          if, and
for so long as the Trust or a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement is subject to
the reporting requirements of the Exchange Act, the Master Servicer or any Additional Servicer or Sub-Servicer appointed by such
Master Servicer (other than any Additional Servicer that is a Seller Sub-Servicer) shall fail to deliver any Regulation AB or
any Exchange Act reporting items required to be delivered by such servicer under Article XIII of this Agreement at the
times required under such Article; or


(x)           if, and
for so long as the Trust or a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement (other
than any Non-Serviced Mortgage Loan Pooling and Servicing Agreement) is subject to the reporting requirements of Regulation
AB or the Exchange Act, the Master Servicer shall fail to terminate any Sub-Servicer that is a Reporting Servicer subject to and
in accordance with Section 8.4(c); provided that the Depositor may waive any such Servicer Termination Event (including
waiving the failure by a Reporting Servicer to deliver any applicable reports required pursuant to Regulation AB or the Exchange
Act) under this clause (x) in its sole discretion without the consent of the Trustee or any Certificateholders.


(b)          Reserved.




(c)          A Servicer
Termination Event may be waived by the Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting Rights
of the Certificates (except a default (i) in making any required deposits to or payments from the Collection Account or the Distribution
Account in accordance with this Agreement, (ii) in remitting payments as received in accordance with this Agreement or (iii) under
clauses (ix) and (x) of the definition of “Servicer Termination Event”). If a Servicer Termination Event by
the Master Servicer is waived in connection with an A/B Whole Loan or a Loan Pair, the holder of the related Serviced B Note or
Serviced Companion Loan, as applicable, shall, to the extent set forth in the related Intercreditor Agreement, be entitled to
require that the Master Servicer appoint a sub-servicer to service such A/B Whole Loan or Loan Pair, as the case may be, if such
sub-servicer meets the requirements that a successor master servicer would be required to satisfy to be a successor master servicer
set forth in Section 8.22(b); provided, that the Master Servicer shall be required to provide each Rating
Agency with a Rating Agency Communication.


Section 8.29     Procedure
Upon Termination.


(a)          Notice of
any termination pursuant to clause (i) of the first (1st) paragraph of Section 8.28, specifying
the Master Servicer Remittance Date upon which the final transfer by the Master Servicer to the Certificate Administrator shall
be made, shall be given promptly in writing by the Master Servicer to the Certificate Administrator no later than the later of
(i) five






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(5)
Business Days after the final payment or other liquidation of the last of the Mortgage Loans and the Hammond Square B Note or
(ii) the sixth (6th) day of the month of such final distribution. Promptly upon receipt of any such notice of
termination, the Certificate Administrator shall forward such notice of termination to the other parties to this Agreement. Upon
any such termination, the duties of the Master Servicer (other than the obligation of the Master Servicer to pay to the Certificate
Administrator the amounts remaining in the Collection Account as set forth below and the obligations of the Master Servicer to
the Trustee and the Trust that survive termination of this Agreement as provided herein) shall terminate and the Master Servicer
shall transfer to the Certificate Administrator the amounts remaining in the Collection Account (and any sub-account) after making
the withdrawals permitted to be made pursuant to Section 5.2 and shall thereafter terminate the Collection Account
and any other account or fund maintained with respect to the Mortgage Loans and the Hammond Square B Note.


 


(b)          On
the date specified in a written notice of termination given to the Master Servicer pursuant to clause (ii) of
the first (1st) paragraph of Section 8.28, or on the date on which a written notice of termination is
given to the Master Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28
all authority, power and rights of the Master Servicer under this Agreement, whether with respect to the Mortgage Loans or
the Hammond Square B Note or otherwise, shall terminate (except for any rights relating to indemnification, unpaid servicing
compensation or unreimbursed Advances and related interest); provided, that in no event shall the termination of the
Master Servicer be effective until a successor master servicer shall have (i) succeeded the Master Servicer as successor
master servicer, (ii) notified the Master Servicer of such succession and (iii) assumed the Master Servicer’s
obligations and responsibilities under this Agreement pursuant to a writing executed by the successor master servicer and
delivered to each of the other parties hereto. Except as provided in the next sentence, the Trustee may not succeed the
Master Servicer as servicer until and unless it has satisfied the provisions that would apply to a Person succeeding to the
business of the Master Servicer pursuant to Section 8.22(b) hereof. Notwithstanding the foregoing sentence, if
the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v), 8.28(a)(vi) or 8.28(a)(vii),
the Trustee shall act as successor servicer immediately upon delivery of a notice of termination to the Master Servicer and
shall use commercially reasonable efforts within ninety (90) days of assuming the duties of the Master Servicer, either to
satisfy the conditions of Section 8.22(b) hereof or to transfer the duties of the Master Servicer to a successor
servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute and deliver, on behalf
of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and the Hammond Square B Note and related documents
or otherwise. The Master Servicer agrees to cooperate with the Trustee, the Custodian and the Certificate Administrator in
effecting the termination of the Master Servicer’s responsibilities and rights hereunder as Master Servicer including,
without limitation, notifying Mortgagors of the assignment of the servicing function and providing the Trustee all documents
and records in electronic or other form reasonably requested by it to enable the successor servicer designated by the Trustee
to assume the Master Servicer’s functions hereunder and to effect the transfer to such successor for administration by
it of all amounts which shall at the time be or should have been deposited by the Master Servicer in the Collection Account
and any









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other
account or fund maintained or thereafter received with respect to the Mortgage Loans and the Hammond Square B Note.


 


(c)          If (i) the
Master Servicer receives a written notice of termination (A) pursuant to clause (ii) of the first (1st)
paragraph of Section 8.28 relating solely to a Servicer Termination Event set forth in clause (viii) or
(ix) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer
provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after receipt
of such written notice of termination, then the Trustee shall promptly thereafter (using such “request for proposal”
materials provided by the Master Servicer) solicit good faith bids for the rights to service the Mortgage Loans and the Hammond
Square B Note under this Agreement from at least three (3) but no more than five (5) Qualified Bidders or, if three (3) Qualified
Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee’s
request, the Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall
the Trustee be responsible if less than three (3) Qualified Bidders submit bids for the right to service the Mortgage Loans and
the Hammond Square B Note under this Agreement.


(d)          Each
bid proposal shall require any Successful Bidder, as a condition of its bid, to (i) enter into this Agreement as
successor master servicer and (ii) agree to be bound by the terms hereof, not later than sixty (60) days after
termination of the Master Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or
such other Qualified Bidder as the Master Servicer may direct) (the “Successful Bidder”) to act as
successor master servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement as successor
master servicer pursuant to the terms hereof, and in connection therewith to deliver the amount of the Successful
Bidder’s cash bid to the Trustee or its designee by wire transfer of immediately available funds to an account
specified by the Trustee or its designee no later than 10:00 a.m. New York City time on the date specified for the assignment
and assumption of the servicing rights hereunder.


(e)          Upon the assignment
and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid, the Trustee shall
remit or cause to be remitted to the terminated Master Servicer the amount of such cash bid received from the Successful Bidder
(net of all out-of-pocket expenses incurred in connection with obtaining such bid and transferring servicing) by wire transfer
of immediately available funds to an account specified by the terminated Master Servicer no later than 1:00 p.m. New York City
time on the date specified for the assignment and assumption of the servicing rights hereunder.


(f)          If the Successful
Bidder has not entered into this Agreement as successor Master Servicer within thirty (30) days after the termination of the Master
Servicer hereunder or no Successful Bidder was identified within such 30-day period, the Trustee shall have no further obligations
under Section 8.29(c) and may act or may select another successor to act as Master Servicer hereunder in accordance
with Section 8.29(b).


(g)          If the Master
Servicer is terminated as a result of an event described in Section 8.28(a)(viii), the Master Servicer shall have
the right to enter into a sub-servicing agreement or primary servicing agreement with the successor master servicer with respect
to all






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applicable
Mortgage Loans that are not (and the Hammond Square B Note if it is not) subject to a sub-servicing agreement or primary servicing
agreement, if the Master Servicer (i) is acting as primary servicer in a commercial mortgage loan securitization that was rated
by Moody’s and a commercial mortgage loan securitization that was rated by KBRA, in each case within the twelve (12) month
period prior to the date of determination (or, in the case of the initial master servicer, prior to the Closing Date), and neither
Moody’s nor KBRA has downgraded or withdrawn the then current rating on any class of related commercial mortgage securities
or placed any related class of commercial mortgage securities on watch publicly citing the continuation of such primary servicer
as primary servicer of such commercial mortgage securities as the sole or material reason for such downgrade or withdrawal (or
placement on watch), and (ii) is acting as primary servicer in a commercial mortgage loan securitization that was rated by an
NRSRO within the twelve (12) month period prior to the date of determination, and Morningstar has not qualified, downgraded or
withdrawn the then-current rating or ratings of one or more classes of certificates citing servicing concerns with the Master
Servicer as the sole or material factor in such rating action or, in the case of each such Rating Agency, be otherwise acceptable
to such Rating Agency as evidenced by a Rating Agency Confirmation.


 


(h)          If the Trustee
or an Affiliate acts pursuant to this Section 8.29 as successor to the resigning or terminated Master Servicer, it may
reduce the Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor Master Servicer
would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning
or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 8.29, it may reduce the Excess
Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified
successor Master Servicer that meets the requirements of this Section 8.29.




Section 8.30     Certain
Matters with Respect to Joint Mortgage Loans.


(a)          If a Seller
of a Joint Mortgage Loan (a “Repurchasing Seller”) repurchases, or substitutes for, the Mortgage Note(s) (as
such term is defined in this Section 8.30(a)) (a “Repurchased Note”) related to such Joint Mortgage
Loan that it sold to the Depositor, but the other Seller of such Joint Mortgage Loan does not repurchase, or substitute for, the
Mortgage Note(s) related to such Joint Mortgage Loan that it sold to the Depositor, the provisions of this Section 8.30
shall apply prior to the adoption, pursuant to Section 14.3(i), of any amendment to this Agreement that provides otherwise.
Each Seller of a Joint Mortgage Loan has agreed pursuant to the terms of the related Mortgage Loan Purchase Agreement that the
terms set forth in this Section 8.30 with respect to the servicing and administration of such Joint Mortgage Loan shall
apply if one or more of the Mortgage Notes related to such Joint Mortgage Loan has been repurchased or, by way of substitution,
otherwise removed from the Trust and at least one other Mortgage Note related to such Joint Mortgage Loan is included in the Trust
until such time as all of the Mortgage Notes related to such Joint Mortgage Loan are no longer included in the Trust. For purposes
of this Section 8.30, Section 14.3(i) and Section 14.9 only, “Mortgage Note” shall mean
with respect to any Joint Mortgage Loan, each original promissory note that collectively represents the Mortgage Note (as defined
in Article I) with respect to such Joint Mortgage Loan and shall not be a collective reference to such promissory notes.






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(b)          Custody of
and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held exclusively
by the Custodian (on behalf of the Trustee) as provided under this Agreement, except that the Repurchasing Seller shall hold and
retain title to its original Repurchased Note and any related endorsements thereof.


(i)          All of the
Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Mortgage Note shall have
priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments from the related Mortgagor
(including, without limitation, any Late Fees) or any other amounts received with respect to each Mortgage Note shall be collected
as provided in this Agreement by the Master Servicer and shall be applied upon receipt by the Master Servicer pro rata to
each related Mortgage Note based on its respective Repurchased Percentage Interest (as defined in Section 8.30(b)(ii)),
subject to Section 8.30(b)(ii). Payments or any other amounts received with respect to the related Repurchased Note shall
be held in trust for the benefit of the applicable Repurchasing Seller and remitted (net of its pro rata share of any Master
Servicing Fees, Special Servicing Fees, Trust Advisor Fees and any other amounts due to the Master Servicer or the Special Servicer)
to the applicable Repurchasing Seller or its designee by the Master Servicer on each Distribution Date pursuant to instructions
provided by the applicable Repurchasing Seller and deposited and applied in accordance with this Agreement, subject to Section
8.30(b)(ii). If any Joint Mortgage Loan to which this Section 8.30 applies becomes an REO Loan, payments or any other
amounts received with respect to any such Joint Mortgage Loan shall be collected and shall be applied upon receipt by the Master
Servicer pro rata to each related Mortgage Note based on its respective Repurchased Percentage Interest, subject to Section
8.30(b)(ii). Any Appraisal Reductions calculated with respect to any Joint Mortgage Loan subject to this Section 8.30
shall be allocated to each related Mortgage Note pro rata based upon the respective Unpaid Principal Balances thereof.



(ii)           If
the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount
due under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Seller shall receive from the
Master Servicer an amount equal to such Repurchasing Seller’s Repurchased Percentage Interest of such payment. All
expenses, losses and shortfalls relating solely to such Joint Mortgage Loan including, without limitation, losses of
principal or interest, Nonrecoverable Advances, interest on Servicing Advances, Trust Advisor Expenses, Special Servicing
Fees, Workout Fees and Liquidation Fees (including any such fees related to the applicable Mortgage Notes), shall be
allocated between the holders of the related Mortgage Notes pro rata based upon the respective Unpaid Principal
Balances thereof. In no event shall any costs, expenses, fees or any other amounts related to any
Mortgage Loan, the Hammond Square B Note or Joint Mortgage Loan other than the applicable Joint Mortgage Loan be deducted
from payments or any other amounts received with respect to such Joint Mortgage Loan and payable to the applicable
Repurchasing Seller. For purposes of Section 8.30(b)(i), this Section 8.30(b)(ii) and Section 8.30(g),
“Repurchased Percentage Interest” shall mean the percentage interest of the applicable Seller in the
applicable Joint Mortgage Loan.


(iii)          A Joint
Mortgage Loan to which this Section 8.30 applies shall be serviced for the benefit of the applicable Repurchasing Seller
and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the Servicing Standard and
in






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accordance
with the provisions herein as if (A) such Joint Mortgage Loan were a Loan Pair, (B) the related Mortgage Note(s) not repurchased
were (1) a Serviced Pari Passu Mortgage Loan and (2) the only Mortgage Loan that is part of such Joint Mortgage Loan, and (C)
the related Repurchased Note were a Serviced Companion Loan. No Repurchasing Seller shall be permitted to terminate the Master
Servicer, the Special Servicer or the Trust Advisor as servicer, special servicer or trust advisor, respectively, of the related
Repurchased Note. All rights of the mortgagee under each such Joint Mortgage Loan shall be exercised by the Master Servicer or
the Special Servicer, on behalf of the Trust to the extent of its interest therein and the applicable Repurchasing Seller in accordance
with this Agreement.


 


(iv)          The related
Repurchasing Seller shall be treated hereunder as if it were a Serviced Companion Loan noteholder on a pari passu basis.
Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the applicable Mortgage Notes shall
be deposited and disbursed in accordance with the provisions hereof relating to holders of Loan Pairs that are pari passu in
right of payment. Compensation shall be paid to the Master Servicer, the Special Servicer and the Trust Advisor with respect to
each Repurchased Note as provided in this Agreement as if each such Mortgage Note were a Serviced Companion Loan. None of the
Trustee, the Certificate Administrator, the Custodian, the Master Servicer, the Special Servicer or the Trust Advisor shall have
any obligation to make P&I Advances with respect to any Repurchased Note or, if no related Mortgage Note is part of the Trust,
a Servicing Advance with respect to any Repurchased Note. Except as otherwise specified herein, the Master Servicer and the Special
Servicer shall have no reporting requirement with respect to any Repurchased Note other than to deliver to the related Repurchasing
Seller any document as is required to be delivered to a holder of a Serviced Companion Loan hereunder.


(c)          If
any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 8.30 applies is considered
a Specially Serviced Mortgage Loan, then any  related Repurchased Note shall also be a Specially Serviced Mortgage
Loan under this Agreement. The Special Servicer shall cause such related Repurchased Note to be specially serviced for the
benefit of the applicable Repurchasing Seller in accordance with the terms and provisions set forth in this Agreement and
shall be entitled to any Special Servicing Fee, Workout Fee and/or Liquidation Fee payable to the Special Servicer under this
Agreement as with respect to a Serviced Companion Loan.


(d)          If (A) the
Master Servicer shall pay any amount to any Repurchasing Seller pursuant to the terms hereof in the belief or expectation that
a related payment has been made or will be received or collected in connection with either or both of the applicable Mortgage
Notes and (B) such related payment is not received or collected by the Master Servicer, then the applicable Repurchasing Seller
shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If the Master Servicer determines at
any time that any amount received or collected by the Master Servicer in respect of any Joint Mortgage Loans to which this Section
8.30 applies must be returned to the related Mortgagor or paid to any other person or entity pursuant to any insolvency law
or otherwise, notwithstanding any other provision of this Agreement, the Master Servicer shall not be required to distribute any
portion thereof to the related Repurchasing Seller, and such Repurchasing Seller shall promptly on demand by the Master Servicer
repay (which obligation shall survive the termination of this Agreement) any portion thereof that the Master Servicer shall have
distributed to such






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Repurchasing
Seller, together with interest thereon at such rate, if any, as the Master Servicer may pay to the related Mortgagor or such other
person or entity with respect thereto.


 


(e)          Subject to
this Agreement (including, without limitation, the consent and consultation rights of the Controlling Class Representative and
any consultation rights of the Trust Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the holders
of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions
and determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents as provided
hereunder. Without limiting the generality of the preceding sentence, the Master Servicer or the Special Servicer, as applicable,
may agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on,
permit the release, addition or substitution of collateral securing, and/or permit the release of the related Mortgagor on or
any guarantor of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 8.30,
without the consent of the related Repurchasing Seller, subject, however, to the terms of this Agreement as they pertain to a
Serviced Companion Loan.


(f)           In taking
or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be subject to
the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans to which this Section
8.30 applies as is consistent with this Agreement; and shall be liable to any Repurchasing Seller only to the same extent
as set forth herein with respect to any holder of a Serviced Companion Loan.


(g)          If
the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased Note
which would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a
Nonrecoverable Advance, the applicable Repurchasing Seller shall reimburse the Trust in an amount equal to such Repurchasing
Seller’s Repurchased Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding the
foregoing, the applicable Repurchasing Seller shall not be obligated to reimburse the Trustee, the Master Servicer or the
Special Servicer (and amounts due to the applicable Repurchasing Seller shall not be offset) for Advances or interest thereon
or any amounts related to any Mortgage Loan, the Hammond Square B Note 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.


(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.






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(i)          The
Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this
Agreement, exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing
Seller as a holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements,
continuation statements and other documents and instruments necessary to maintain the lien created by any Mortgage or other
security document related to the applicable Joint Mortgage Loan on the related Mortgaged Property and related collateral, any
and all modifications, waivers, amendments or consents to or with respect to the related Joint Mortgage Loan documents, and
any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable
instruments with respect to the related Repurchased Note or related Repurchased Notes and the related Mortgaged Property all
in accordance with, and subject to, the terms of this Agreement. Each Repurchasing Seller agrees to furnish, or cause to be
furnished, to the Master Servicer and the Special Servicer any powers of attorney or other documents necessary or appropriate
to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative
duties under this Agreement related to the applicable Joint Mortgage Loan; provided that such Repurchasing Seller
shall not be liable, and shall be indemnified by the Master Servicer or the Special Servicer, as applicable, for any
negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the
case may be; and further provided that the Master Servicer or the Special Servicer, without the written consent
of the applicable Repurchasing Seller, shall not initiate any action in the name of such Repurchasing Seller
without indicating its representative capacity or take any action with the intent to cause and that actually causes, such
Repurchasing Seller to be registered to do business in any state.


Pursuant to the
related Mortgage Loan Purchase Agreement, the applicable Repurchasing Seller is required to deliver to the Master Servicer or
the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased Note, any requests for
release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or
trustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or
rights provided by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the
related Repurchased Note.


Section 8.31          Delivery
of Excluded Information to the Certificate Administrator.


Any Excluded Information
that the Master Servicer, the Special Servicer or the Trust Advisor identifies and delivers to the Certificate Administrator for
posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such
other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information”
followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt,
any information that is not appropriately labeled and delivered in accordance with this Section 8.31 shall not be separately
posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately labeled and
delivered to the Certificate Administrator pursuant to this Section shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” section, as provided under Section 5.4(a). When so posted, Excluded
Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any






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Excluded
Controlling Class Mortgage Loans on the Certificate Administrator’s Website (unless loan-by-loan segregation is later performed
by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Mortgage Loans). None of the Master Servicer, the Special Servicer or the Trust Advisor shall have any obligations to separately
label and deliver any Excluded Information in accordance with this Section 8.31 until such party has received written notice
with respect to the related Excluded Controlling Class Mortgage Loan in the form of Exhibit I-1E to this Agreement. Nothing
set forth in this Agreement shall prohibit the Controlling Class Representative or any Controlling Class Certificateholder from
receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Mortgage Loan with respect
to which the Controlling Class Representative or such Controlling Class Certificateholder is not a Borrower Party and, if such
Excluded Information is not available on the Certificate Administrator’s Website, such Controlling Class Representative
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Mortgage
Loan shall be permitted to obtain such information in accordance with Section 5.6(c).


 


ARTICLE
IX

ADMINISTRATION AND SERVICING OF

SPECIALLY SERVICED MORTGAGE LOANS BY SPECIAL SERVICER


Section 9.1     Duties
of Special Servicer.


(a)          Subject
to the express provisions of this Agreement, for and on behalf of the Trust and for the benefit of the Certificateholders as
a whole, and, solely as it relates to any A/B Whole Loan, for the benefit of the holder of the related Serviced B Note and,
solely as it relates to any Loan Pair, for the benefit of the holder of the related Serviced Companion Loan and any related
Serviced B Note, the Special Servicer shall service the Specially Serviced Mortgage Loans and manage the related REO
Properties in accordance with the Servicing Standard and the terms of this Agreement. Certain of the provisions of this Article
IX make explicit reference to their applicability to Mortgage Loans, any Serviced Companion Loan and any Serviced B Note;
notwithstanding such explicit references, references in this Article IX to “Mortgage Loans” shall be
construed, unless otherwise specified, to refer also to such Serviced B Note and such Serviced Companion Loan (but any other
terms that are defined in Article I and used in this Article IX shall be construed according to such
definitions without regard to this sentence).


(b)          Subject to
Section 5.4(e), the Special Servicer shall cooperate with the Master Servicer and provide the Master Servicer with the
information reasonably requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer to perform
its servicing obligations with respect to the Specially Serviced Mortgage Loans hereunder. The Special Servicer’s obligations
with respect to the servicing of any Specially Serviced Mortgage Loan and any related REO Properties shall terminate when such
Specially Serviced Mortgage Loan has become a Rehabilitated Mortgage Loan, unless and until another Servicing Transfer Event with
respect to such Rehabilitated Mortgage Loan occurs.


(c)          The Special
Servicer shall send a written notice to the Master Servicer, the Controlling Class Representative (during any Subordinate Control
Period and any Collective






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Consultation
Period), the Trust Advisor (other than during any Subordinate Control Period), any holder of a related Serviced B Note or
Serviced Companion Loan and the Certificate Administrator within five (5) Business Days after becoming aware that a Mortgage Loan
or the Hammond Square B Note has become a Rehabilitated Mortgage Loan, which notice shall identify the applicable Mortgage Loan
or the Hammond Square B Note, as applicable. Upon the receipt of such notice by the Master Servicer and the Certificate Administrator,
such Mortgage Loan or the Hammond Square B Note, as applicable, shall constitute a Rehabilitated Mortgage Loan and will be serviced
by the Master Servicer.


 


(d)          Upon the occurrence
of a Servicing Transfer Event with respect to a Mortgage Loan or the Hammond Square B Note, as applicable, and upon the reasonable
request of the Special Servicer, the Master Servicer shall mark its records for such Mortgage Loan or the Hammond Square B Note,
as applicable, to cause any monthly statements for amounts due thereon to be sent thereafter to the Special Servicer rather than
the related Mortgagor. Upon receipt of any such monthly statement, the Special Servicer shall, within two (2) Business Days, advise
the Master Servicer of any changes to be made, and return the monthly statement to the Master Servicer. The Master Servicer shall
thereafter promptly send the corrected monthly statement to the Mortgagor. If a Mortgage Loan (and, with respect to the Hammond
Square Mortgage Loan, the Hammond Square B Note) becomes a Rehabilitated Mortgage Loan, the Master Servicer shall resume sending
the monthly statements to the Mortgagor as it did before such Mortgage Loan became a Specially Serviced Mortgage Loan.


(e)          (i)
All amounts collected by the Master Servicer with respect to a Specially Serviced Mortgage Loan (other than a Mortgage Loan
that has become an REO Mortgage Loan, the Hammond Square B Note if it has become an REO Serviced B Note, and a Specially
Serviced Mortgage Loan that is a Serviced B Note (other than the Hammond Square B Note) or Serviced Companion Loan)
shall be deposited in the Collection Account (or applicable sub-account thereof), and (ii) all amounts collected by the
Master Servicer with respect to a Specially Serviced Mortgage Loan that is a Serviced B Note or a Serviced Companion
Loan shall be deposited in the related Custodial Account. The Master Servicer shall within three (3) Business Days after
receipt of any such payment, notify the Special Servicer of the receipt of such payment and the amount thereof. The Special
Servicer shall, within two (2) Business Days thereafter, instruct the Master Servicer in writing how to apply such payment
(with the application of such payments to be made in accordance with the related Mortgage Loan documents (including the
related Intercreditor Agreement, if any) or in accordance with this Agreement, as applicable). The Special Servicer shall
make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all special servicing fees,
liquidation fees and workout fees called for under the terms and provisions of the Mortgage Loan documents for each
applicable Specially Serviced Mortgage Loan.


(f)          After the
occurrence of any Servicing Transfer Event with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or the
Hammond Square B Note, in each case if it is the subject of any Environmental Insurance Policy, (i) the Special Servicer
shall monitor the dates by which any claim must be made or action must be taken under such Environmental Insurance Policy to achieve
the payment of all amounts thereunder to which the Trust is entitled if the Special Servicer has actual knowledge of any event
giving rise to a claim under such Environmental Insurance Policy and (ii) if the Special Servicer has actual knowledge






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of
such an event with respect to such Mortgage Loan or the Hammond Square B Note, as applicable, the Special Servicer shall take
reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of the related Environmental
Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder.
Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim
shall be paid by, and reimbursable to, the Master Servicer (of if applicable, the Special Servicer) as a Servicing Advance. All
extraordinary expenses (but not ordinary and routine or anticipated expenses) incurred by the Special Servicer in fulfilling its
obligations under this Section 9.1(f) shall be paid by the Trust.


 


Section 9.2     Fidelity
Bond and Errors and Omissions Insurance Policy of Special Servicer. The Special Servicer, at its expense, shall maintain in
effect a Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance Policy. The Servicer Errors and Omissions Insurance
Policy and Servicer Fidelity Bond shall be issued by a Qualified Insurer (unless the Special Servicer self-insures as provided
below) and be in form and amount consistent with the Servicing Standard. If any such Servicer Errors and Omissions Insurance Policy
or Servicer Fidelity Bond ceases to be in effect, the Special Servicer shall obtain a comparable replacement policy or bond from
an insurer or issuer meeting the requirements set forth above as of the date of such replacement. So long as the long-term debt
obligation or deposit account rating of the Special Servicer is not less than two (2) rating categories (ignoring pluses or minuses)
lower than the highest rating of the Certificates, but not less than “A3” as rated by Moody’s, the Special Servicer
may self-insure for the Servicer Fidelity Bond and the Servicer Errors and Omissions Insurance Policy.




Section 9.3     Special
Servicer General Powers and Duties.


(a)          Subject to
the other terms and provisions of this Agreement (and, in the case of any Non-Serviced Mortgage Loan, subject to the servicing
of such Non-Serviced Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced
Mortgage Loan Special Servicer), including Section 10.3, the Special Servicer is hereby authorized and empowered when
the Special Servicer believes it appropriate in accordance with the Servicing Standard, to take any and all the actions with respect
to Specially Serviced Mortgage Loans that the Master Servicer may perform as set forth in Section 8.3(a), including
(i) to execute and deliver, on behalf of itself or the Trust (or holder of a Serviced B Note or Serviced Companion Loan,
as applicable), any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other
comparable instruments, with respect to the Specially Serviced Mortgage Loans and with respect to the related REO Properties and
(ii) to effectuate foreclosure or other conversion of the ownership of any Mortgaged Property securing a Specially Serviced
Mortgage Loan. The Trustee shall execute on the Closing Date a Power of Attorney in the form of Exhibit O-2 (or such other
form as mutually agreed to by the Trustee and the Special Servicer) hereto and otherwise reasonably acceptable to the Trustee
and Special Servicer and shall furnish the Special Servicer from time to time, upon a written request from a Special Servicing
Officer, with any additional powers of attorney of the Trustee, in the form of Exhibit O-2 (or such other form as mutually
agreed to by the Trustee and the Special Servicer) with such additions as may be reasonably necessary to empower the Special Servicer
to take such actions as it determines to be reasonably necessary to comply with its servicing, administrative and management duties
hereunder, and the Trustee






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shall
execute and deliver or cause to be executed and delivered such other documents as a Special Servicing Officer may request in
writing, that are necessary or appropriate to enable the Special Servicer to service, administer and manage the Specially
Serviced Mortgage Loans and carry out its duties hereunder, in each case as the Special Servicer determines is in accordance
with the Servicing Standard and the terms of this Agreement; provided, that, the Special Servicer shall not (i)
take any action with the intent to cause and that actually causes the Trustee to be registered to do business in any state;
and (ii) without the Trustee’s prior written consent initiate any action, suit or proceeding solely under the
Trustee’s name without indicating the Special Servicer’s representative capacity; provided, further,
that the preceding clause (ii) shall not apply to the initiation of actions relating to a Mortgage Loan or the
Hammond Square B Note that the Special Servicer is servicing pursuant to its respective duties herein (in which case the
Special Servicer shall give prompt prior notice to the Trustee of the initiation of such action). Upon receipt of any such
advice from the Trustee, the Special Servicer shall take such action in the name of such Person or Persons, in trust for the
Trust (or holder of a Serviced B Note or Serviced Companion Loan, if applicable), as shall be consistent with the Opinion of
Counsel obtained by the Trustee. Such Person or Persons shall acknowledge in writing that such action is being taken by the
Special Servicer in the name of the Trust (or holder of a Serviced B Note or the Serviced Companion Loan, if applicable). In
the performance of its duties hereunder, the Special Servicer shall be an independent contractor and shall not, except in
those instances where it is, after notice to the Trustee as provided above, taking action in the name of the Trust (or holder
of a Serviced B Note or the Serviced Companion Loan, if applicable), be deemed to be the agent of the Trust (or holder of a
Serviced B Note or the Serviced Companion Loan, as applicable). If the Special Servicer receives any notice of a suit,
litigation or proceeding in the name of Wilmington Trust, National Association, solely in its capacity as Trustee, then the
Special Servicer shall promptly forward a copy of same to the Trustee. The Special Servicer shall indemnify the Trustee for
any loss, liability or reasonable expense (including attorneys’ fees) incurred by the Trustee or any director,
officer, employee, agent or Controlling Person of it or its affiliates in connection with any negligent or intentional misuse
of the foregoing powers of attorney furnished to the Special Servicer by the Trustee. Such indemnification shall survive the
resignation or termination of the Special Servicer hereunder, the resignation or termination of the Trustee and the
termination of this Agreement. The Special Servicer shall not have any responsibility or liability for any act or omission of
the Trustee, the Custodian, the Master Servicer or the Depositor that is not attributable to the failure of the Special
Servicer to perform its obligations hereunder. The Special Servicer may conclusively rely on any advice of counsel rendered
in a Nondisqualification Opinion.


 


(b)          In servicing
and administering the Specially Serviced Mortgage Loans, and managing any related REO Properties, the Special Servicer shall employ
procedures consistent with the Servicing Standard. The Special Servicer shall inspect, or cause to be inspected, each Mortgaged
Property relating to a Specially Serviced Mortgage Loan as soon as practicable after the subject Mortgage Loan or the Hammond
Square B Note, as applicable, became a Specially Serviced Mortgage Loan and thereafter at least every twelve (12) months until
such Mortgage Loan or the Hammond Square B Note, as applicable, ceases to be a Specially Serviced Mortgage Loan. The Special Servicer
shall provide to the Master Servicer (who shall provide, solely as it relates to any A/B Whole Loan, to the holder of the related
Serviced B Note, and solely as it relates to any Loan Pair, to the holder of the related Serviced Companion Loan and any
related Serviced B Note), the Certificate Administrator, the 17g-5






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Information
Provider and, during any Subordinate Control Period and any Collective Consultation Period, the Controlling Class Representative
copies of the Inspection Reports relating to such inspections as soon as practicable after the completion of any inspection. Any
cost of any inspection performed under this Section 9.3(b) shall be an expense of the Trust and shall be treated as a Servicing
Advance or as an Additional Trust Expense if such Servicing Advance would be a Nonrecoverable Advance. Notwithstanding the foregoing,
the Special Servicer shall not be liable for its failure to prepare the reports required pursuant to this Section 9.3(b)
with respect to any Specially Serviced Mortgage Loan or REO Property if such failure is caused by the Master Servicer’s
failure to perform its obligations or provide information to the Special Servicer as required by this Agreement.


 


(c)          Pursuant to
the related Intercreditor Agreement, each owner of a Serviced Companion Loan has agreed that the Master Servicer and the Special
Servicer are authorized and obligated to service and administer such Serviced Companion Loan pursuant to this Agreement.


(d)          Pursuant
to the applicable Non-Serviced Mortgage Loan Intercreditor Agreement, the owners of a Non-Serviced Mortgage Loan have agreed
that such owner’s rights in, to and under such Non-Serviced Mortgage Loan are subject to the servicing and all other
rights of the applicable Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced Mortgage Loan Special
Servicer and such Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer are authorized
and obligated to service and administer such Non-Serviced Mortgage Loan pursuant to the related Non-Serviced Mortgage Loan
Pooling and Servicing Agreement. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree
that the Special Servicer’s obligations and responsibilities hereunder and the Special Servicer’s authority with
respect to any Non-Serviced Mortgage Loan are limited by and subject to the terms of the applicable Non-Serviced Mortgage
Loan Intercreditor Agreement and the rights of the applicable Non-Serviced Mortgage Loan Master Servicer and the applicable
Non-Serviced Mortgage Loan Special Servicer with respect thereto under the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement. The Special Servicer shall take such actions as it shall deem reasonably necessary to facilitate the
servicing of any Non-Serviced Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master Servicer and the applicable
Non-Serviced Mortgage Loan Special Servicer including, but not limited to, delivering appropriate Requests for Release to the
Trustee and Custodian (if any) in order to deliver any portion of the related Mortgage File to the applicable Non-Serviced
Mortgage Loan Master Servicer or applicable Non-Serviced Mortgage Loan Special Servicer under the related Non-Serviced
Mortgage Loan Pooling and Servicing Agreement.


(e)          Notwithstanding
anything to the contrary contained in this Agreement, with respect to the Non-Serviced Mortgage Loans, (i) during any Subordinate
Control Period and any Collective Consultation Period, the Controlling Class Representative shall be entitled to the rights of
the “Non-Directing Holder” (or similar term) under the related Intercreditor Agreement and (ii) at no time shall the
Trust Advisor be entitled to the rights of the “Non-Directing Holder” (or similar term) under the related Intercreditor
Agreement.


Section
9.4     Sub-Servicers. The Special Servicer shall have the right to use a Sub-Servicer on the
same terms and conditions as those set forth in Section 8.4 for a Sub-Servicer of the Master Servicer, except as
set forth in this Section 9.4. The Special Servicer shall






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notify
the Master Servicer, Trustee, Custodian and solely as it relates to any A/B Whole Loan, the holder of the related Serviced B Note,
and solely as it relates to any Loan Pair, the holder of the related Serviced Companion Loan and any related Serviced B Note,
of the appointment of any Sub-Servicer of the Special Servicer. The Special Servicer shall be solely responsible for the payment
of compensation to any Sub-Servicer appointed by it. The Special Servicer shall not enter into future sub-servicing contracts
unless it has provided to each Rating Agency a Rating Agency Communication with respect thereto. Notwithstanding anything to the
contrary contained in this Agreement, (i) the Special Servicer shall not enter into any sub-servicing agreement with respect to
any Mortgage Loan that provides for the performance by third parties of any or all of its obligations hereunder, without the consent
of the Applicable Control Party (which consent shall not be unreasonably delayed or withheld), except to the extent necessary
for the Special Servicer to comply with applicable regulatory requirements; (ii) no sub-servicer shall be permitted under any
sub-servicing agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or
timing of enforcing remedies under the Mortgage Loan documents, without the consent of the Special Servicer with respect to the
Major Decisions and with respect to any Specially Serviced Mortgage Loans; and (iii) after the Closing Date, if and for so long
as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and
Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Special Servicer, shall not enter into
a sub-servicing agreement with any Prohibited Party.


 


Section
9.5          “Due-on-Sale” Clauses; Assignment and Assumption
Agreements; Modifications of Specially Serviced Mortgage Loans; Due-on-Encumbrance Clauses. Subject to Section 10.3,
the terms and conditions of any related Intercreditor Agreement (in the case of any A/B Whole Loan or Loan Pair) and the
limitations of Section 12.3, the Special Servicer shall have the following duties and rights:


(a)          If any Specially
Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms:


(i)           provides
that such Specially Serviced Mortgage Loan shall (or may at the Mortgagee’s option) become due and payable upon the sale
or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or


(ii)          provides
that such Specially Serviced Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred,
without the consent of the related Mortgagee in connection with any such sale or other transfer;


then, the Special
Servicer, on behalf of the Trust, shall, subject to Section 10.3 and, in the case of any A/B Whole Loan or Loan Pair, the
related Intercreditor Agreement, and in accordance with the Servicing Standard and the REMIC Provisions, take such actions as
it deems to be in the best economic interest of the Trust in accordance with the Servicing Standard, and may waive or enforce
any due-on-sale clause contained in the related Mortgage Note or Mortgage; provided, that the Special Servicer provides
each Rating Agency with a Rating Agency Communication prior to waiving the effect of such provision. In connection with each such
Rating Agency Communication, the Special Servicer shall prepare and, subject to Section 5.7, deliver to the Rating
Agencies a memorandum outlining its analysis and recommendation in accordance with






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the Servicing Standard, together with copies
of all relevant documentation. As to any Non-Specially Serviced Mortgage Loan that contains a provision in the nature of a “due-on-sale”
clause, the Special Servicer shall have the rights and duties set forth in Section 8.7.


In connection with
the waiver of any due-on-sale clause under a Specially Serviced Mortgage Loan in accordance with this Section 9.5(a),
the Special Servicer is authorized to take or enter into an assignment and assumption agreement from or with the Person to whom
such property has been or is about to be conveyed, and/or to release the original Mortgagor from liability upon the Specially
Serviced Mortgage Loan and substitute the new Mortgagor as obligor thereon; provided that, except as otherwise permitted
by Section 9.5(c), any such assignment and assumption or substitution agreement shall contain no terms that could
result in an Adverse REMIC Event. To the extent permitted by law, the Special Servicer shall enter into an assumption or substitution
agreement that is required under the related Mortgage Loan documents (either as a matter of right or upon satisfaction of specified
conditions) and shall otherwise enter into any assumption or substitution agreement only if the credit status of the prospective
new mortgagor and the underwriting of the new mortgagor is in compliance with the Special Servicer’s regular commercial
mortgage origination or servicing standards and criteria. The Special Servicer shall notify the Master Servicer of any such assignment
and assumption or substitution agreement and the Special Servicer shall forward to the Custodian (on the Trustee’s behalf)
the original of such agreement (and to the Master Servicer, a copy thereof), which original shall be added by the Custodian (on
the Trustee’s behalf) to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File
to the same extent as all other documents and instruments constituting a part thereof.




(b)          In connection
with any assignment and assumption of a Specially Serviced Mortgage Loan, in no event shall the Special Servicer consent to the
creation of any lien on a Mortgaged Property that is senior to, or on a parity with, the lien of the related Mortgage unless it
is consistent with the Servicing Standard and the REMIC Provisions and the Special Servicer has received the consent of the Applicable
Control Party. Nothing in this Section 9.5 shall constitute a waiver of the Trustee’s right, as the mortgagee
of record, to receive notice of any assignment and assumption of a Specially Serviced Mortgage Loan, any sale or other transfer
of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property.


(c)          Subject to
the Servicing Standard, the rights and duties of the Master Servicer under Section 8.18 and any rights of the Controlling
Class Representative set forth in Section 10.3, the Special Servicer may enter into any modification, waiver or amendment
(including, without limitation, the substitution or release of collateral or the pledge of additional collateral) of the terms
of any Specially Serviced Mortgage Loan, including any modification, waiver or amendment to (i) reduce the amounts owing
under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest and/or any Prepayment Premium, (ii) reduce
the amount of the Scheduled Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage
Rate, (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced
Mortgage Loan, (iv) extend the Maturity Date of any Specially Serviced Mortgage Loan and/or (v) accept a principal prepayment
on any Specially Serviced Mortgage Loan during any period during which voluntary Principal Prepayments are prohibited, provided,
in the case of any such modification,






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waiver
or amendment, that (A) the related Mortgagor is in default with respect to the Specially Serviced Mortgage Loan or, in
the reasonable judgment of the Special Servicer, such default is reasonably foreseeable, (B) in the reasonable judgment
of the Special Servicer, such modification, waiver or amendment would result in a recovery to Certificateholders, the holder
of the related Serviced Companion Loan and the holder of any related Serviced B Note (as a collective whole) on a net present
value basis (calculated in accordance with Section 1.2(e)) that would be equal to or greater than the recovery that
would result if the applicable Specially Serviced Mortgage Loan were liquidated, as set forth in writing delivered by the
Special Servicer to the Trustee and the Certificate Administrator, (C) such modification, waiver or amendment would not
cause an Adverse REMIC Event or Adverse Grantor Trust Event (including with respect to any securities evidencing interests in
any A Note or any B Note) to occur, and (D) if notice to, receipt of consent, approval or direction from, or
consultation with the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation
Period) or any related Loan-Specific Directing Holder (with respect to an A/B Whole Loan or a Loan Pair as to which the
holder of any related Serviced B Note or Serviced Companion Loan, as applicable, or its designee is the related Loan-Specific
Directing Holder), as applicable, is required in connection with such modification, waiver or amendment pursuant to Section 10.3
or any applicable Intercreditor Agreement, then the Special Servicer has made such notice, obtained (or been deemed to have
obtained) such consent, approval or direction or completed such consultation, as the case may be. The Special Servicer, with
respect to any Serviced B Note and any Serviced Companion Loan that is a Specially Serviced Mortgage Loan, shall notify the
holder of the Serviced B Note and the Serviced Companion Loan, as applicable, of any modification of the monthly payments of
an A/B Whole Loan or a Loan Pair, as the case may be, and such monthly payments shall be allocated in accordance with the
related Intercreditor Agreement.


 


In no event, however,
shall the Special Servicer (i) extend the Maturity Date of a Specially Serviced Mortgage Loan beyond a date that is five (5) years
prior to the Rated Final Distribution Date or (ii) if the Specially Serviced Mortgage Loan is secured by a ground lease,
extend the Maturity Date of such Specially Serviced Mortgage Loan unless the Special Servicer gives due consideration to the remaining
term of such ground lease. The Special Servicer shall not extend the Maturity Date of any Mortgage Loan secured by a Mortgaged
Property covered by a group secured creditor impaired property environmental insurance policy for more than five (5) years beyond
such Mortgage Loan’s Maturity Date unless a new Phase I Environmental Report indicates that there is no environmental condition
or the Mortgagor obtains, at its expense, an extension of such policy on the same material terms and conditions to cover the period
through five (5) years past the extended Maturity Date, provided that, if such Mortgage Loan is secured by a ground lease,
the Special Servicer shall give due consideration to the remaining term of the ground lease.


The determination
of the Special Servicer contemplated by clause (B) of the proviso to the first (1st) paragraph of this
Section 9.5(c) shall be evidenced by an Officer’s Certificate certifying the information in the proviso to the
first (1st) paragraph under this subsection (c).


(d)          If
the Special Servicer intends to permit a Mortgagor to substitute collateral for all or any portion of a Mortgaged Property
pursuant to Section 9.5(c) or pledge






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additional
collateral for the Mortgage Loan pursuant to Section 9.5(c), if the security interest of the Trust, the holder of
any Serviced Companion Loan or the holder of any Serviced B Note in such collateral would be perfected by possession, or if such
collateral requires special care or protection, then prior to agreeing to such substitution or addition of collateral, the Special
Servicer shall make arrangements for such possession, care or protection, and prior to agreeing to such substitution or addition
of collateral (or such arrangement for possession, care or protection) shall obtain the prior written consent of the Trustee with
respect thereto (which consent shall not be unreasonably withheld, delayed or conditioned); provided, that the Trustee
shall not be required (but has the option) to consent to any substitution or addition of collateral or to hold any such collateral
which will require the Trustee to undertake any additional duties or obligations or incur any additional expense. The Special
Servicer shall provide each Rating Agency with a Rating Agency Communication in connection with any consent to the substitution
of collateral for any portion of the Mortgaged Property pursuant to Section 9.5(c).


 


(e)          The
Special Servicer shall promptly deliver to the Master Servicer, the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period),
the Trustee, the Custodian, the Certificate Administrator and, subject to Section 5.7, the Rating Agencies (and,
solely with respect to an A/B Whole Loan, the holder of the related Serviced B Note and solely with respect to a Loan Pair,
the holder of the related Serviced Companion Loan and any related Serviced B Note) a notice, specifying any assignments and
assumptions, modifications, waivers or amendments executed pursuant to this Section 9.5, such notice identifying
the affected Specially Serviced Mortgage Loan. Such notice shall set forth the reasons for such waiver, modification, or
amendment (including, but not limited to, information such as related income and expense statements, rent rolls, occupancy
status, property inspections, and an internal or external appraisal performed in accordance with MAI standards and
methodologies (and, if done externally, the cost of such appraisal shall be recoverable as a Servicing Advance subject to the
provisions of Section 4.4 hereof)). The Special Servicer shall also deliver to the Custodian (on the Trustee’s
behalf), for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification,
waiver or amendment promptly following the execution thereof (with a copy thereof to the Master Servicer).


(f)          The Special
Servicer may require, in its discretion (unless prohibited or otherwise provided in the related Mortgage Loan documents), as a
condition to granting any request by a Mortgagor for any consent, modification, waiver or amendment, that such Mortgagor pay a
reasonable and customary modification fee to the extent permitted by law. No fee described in this Section shall be collected
by the Special Servicer from the Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or any modification,
waiver or amendment of the Mortgage Loan if the collection of such fee would cause such consent, modification, waiver or amendment
to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulation Section 1.860G-2(b).
Subject to the foregoing, the Special Servicer shall use its reasonable efforts, in accordance with the Servicing Standard, to
collect any modification fees and other expenses connected with a permitted modification of a Mortgage Loan from the Mortgagor.
The inability of the Mortgagor to pay any costs and expenses of a proposed modification shall not impair the right of the Special
Servicer, the Master Servicer, the Custodian or the Trustee to be reimbursed by the Trust for such expenses (including any cost
and expense associated with any Opinion of Counsel).






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(g)          The Special
Servicer shall cooperate with the Master Servicer (to the extent required by, and as provided in, Section 8.7) in
connection with assignments and assumptions of any Non-Specially Serviced Mortgage Loan. As to any Non-Specially Serviced Mortgage
Loan that contains a provision in the nature of a “due-on-encumbrance” clause, the Special Servicer shall have the
rights and duties set forth in Section 8.7.


(h)          If any Specially
Serviced Mortgage Loan which contains a provision in the nature of a “due-on-encumbrance” clause, which by its terms:


(i)           provides
that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any additional
lien or other encumbrance on the related Mortgaged Property or a lien on an ownership interest in the Mortgagor; or


(ii)          requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or a lien on an ownership interest in the Mortgagor,


then, for so long as such
Specially Serviced Mortgage Loan is included in the Trust, the Special Servicer, on behalf of the Trustee as the mortgagee of
record, shall exercise (or, subject to Section 10.3 and, in the case of any A/B Whole Loan or the related Loan
Pair, the related Intercreditor Agreement, waive its right to exercise) any right it may have with respect to such Specially
Serviced Mortgage Loan (x) to accelerate the payments thereon, or (y) to withhold its consent to the creation of
any such additional lien or other encumbrance, in a manner consistent with the Servicing Standard. Prior to waiving the
effect of such provision with respect to such Specially Serviced Mortgage Loan, the Special Servicer shall provide each
Rating Agency with a Rating Agency Communication regarding such waiver.


Section 9.6     Custodian
to Cooperate; Release of Mortgage Files.


(a)          Upon becoming
aware of the payment in full of any Specially Serviced Mortgage Loan, or the receipt by the Special Servicer of a notification
that payment in full will be escrowed in a manner customary for such purposes, or the complete defeasance of a Mortgage Loan,
the Special Servicer will immediately notify the Master Servicer. The Special Servicer shall determine, in accordance with the
Servicing Standard, whether an instrument of satisfaction shall be delivered and, if the Special Servicer determines that such
instrument should be delivered, the Special Servicer shall deliver written approval of such delivery to the Master Servicer.


(b)          From time
to time and as appropriate for the servicing or foreclosure of any Specially Serviced Mortgage Loan or the management of the related
REO Property and in accordance with the Servicing Standard, the Trustee shall execute or cause to be executed such documents as
shall be prepared and furnished to the Trustee by a Special Servicing Officer (in form reasonably acceptable to the Trustee) and
as are necessary for such purposes. The Custodian (on the Trustee’s behalf) shall, upon request of the Special Servicer
and delivery to the Trustee and Custodian of a request for release signed by a Special Servicing Officer substantially in the
form of Exhibit C, release the related Mortgage File to the Special Servicer.






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(c)          The Special
Servicer shall, with respect to any Rehabilitated Mortgage Loan, deliver to the Master Servicer copies of all documents and instruments
in the possession of the Special Servicer related to such Rehabilitated Mortgage Loan. Prior to the transfer of servicing with
respect to any Rehabilitated Mortgage Loan to the Master Servicer in accordance with the Servicing Standard, the Special Servicer
shall notify, in writing, the Mortgagor under such Rehabilitated Mortgage Loan of such transfer.


(d)          With respect
to any Non-Serviced Loan Combination, if pursuant to the related Intercreditor Agreement and the Other Companion Loan Pooling
and Servicing Agreement, and as appropriate for enforcing the terms of such Non-Serviced Loan Combination, the related Other Master
Servicer or Other Special Servicer requests delivery to it of the original Mortgage Note, then the Custodian shall release or
cause the release of such original Mortgage Note to such party or its designee and shall retain a copy thereof, subject to the
execution of an agreement by such party to safeguard such original Mortgage Note and to return such original Mortgage Note promptly
when no longer required by such party for such purpose.


(e)          With respect
to any Loan Pair, if pursuant to the related Intercreditor Agreement, and as appropriate for enforcing the terms of such Loan
Pair, the Special Servicer requests from the related Other Custodian delivery to it of the original mortgage note evidencing the
related Serviced Companion Loan, the Special Servicer shall agree to safeguard such original mortgage note and to return such
original mortgage note promptly when no longer required by it for such purpose.




Section 9.7     Documents,
Records and Funds in Possession of Special Servicer To Be Held for the Trustee.


(a)          The Special
Servicer shall transmit to the Custodian (on the Trustee’s behalf) such documents and instruments coming into the possession
of the Special Servicer as from time to time are required by the terms hereof to be delivered to the Custodian (on the Trustee’s
behalf). Any funds received by the Special Servicer in respect of any Specially Serviced Mortgage Loan or any REO Property or
which otherwise are collected by the Special Servicer as Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds in
respect of any Specially Serviced Mortgage Loan or any REO Property shall be transmitted to the Master Servicer within one (1)
Business Day of receipt of properly identified funds for deposit into the Collection Account, except that if such amounts relate
to REO Income, they shall be deposited in the REO Account. Subject to the confidentiality provisions and restrictions on release
of Privileged Information contained in this Agreement, the Special Servicer shall provide access to information and documentation
regarding the Specially Serviced Mortgage Loans to the Trustee, the Custodian, the Master Servicer, the Certificate Administrator,
the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust
Advisor (other than during any Subordinate Control Period), and their respective agents and accountants at any time upon reasonable
written request and during normal business hours, provided that the Special Servicer shall not be required to take any
action or provide any information that the Special Servicer determines will result in any material cost or expense to which it
is not entitled to reimbursement hereunder or will result in any material liability for which it is not indemnified hereunder;
provided, further, that the Trustee, the Certificate Administrator and the Custodian shall be entitled to receive
from the Special Servicer all such






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information
in the Special Servicer’s possession as the Trustee, the Certificate Administrator and the Custodian shall reasonably require
to perform their respective duties hereunder. In fulfilling such a request, the Special Servicer shall not be responsible for
determining whether such information is sufficient for the Trustee’s, the Custodian’s, the Master Servicer’s,
the Certificate Administrator’s, the Controlling Class Representative’s or the Trust Advisor’s purposes.


 


(b)          The Special
Servicer hereby acknowledges that the Trust (and/or the holder of any related Serviced B Note (if not included in the Trust) and/or
related Serviced Companion Loan, if an A/B Whole Loan or Loan Pair is involved) owns the Specially Serviced Mortgage Loans and
all Mortgage Files representing such Specially Serviced Mortgage Loans and all funds now or hereafter held by, or under the control
of, the Special Servicer that are collected by the Special Servicer in connection with the Specially Serviced Mortgage Loans (but
excluding any Special Servicer Compensation and all other amounts to which the Special Servicer is entitled hereunder); and the
Special Servicer agrees that all documents or instruments constituting part of the Mortgage Files, and such funds relating to
the Specially Serviced Mortgage Loans which come into the possession or custody of, or which are subject to the control of, the
Special Servicer, shall be held by the Special Servicer for and on behalf of the Trust (and/or the holder of the related Serviced
B Note (if not included in the Trust) and/or related Serviced Companion Loan, if an A/B Whole Loan or Loan Pair is involved).


(c)          The
Special Servicer also agrees that it shall not create, incur or subject any Specially Serviced Mortgage Loans, or any funds
that are required to be deposited in any REO Account to any claim, lien, security interest, judgment, levy, writ of
attachment or other encumbrance, nor assert by legal action or otherwise any claim or right of setoff against any Specially
Serviced Mortgage Loan or any funds, collected on, or in connection with, a Specially Serviced Mortgage Loan.


Section 9.8     Representations,
Warranties and Covenants of the Special Servicer.


(a)          The Special
Servicer hereby represents and warrants to and covenants with each other party to this Agreement and for the benefit of the Certificateholders,
as of the Closing Date:


(i)            the Special
Servicer is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of
Delaware, and shall be and thereafter remain in compliance with the laws of each State in which any Mortgaged Property (including
any REO Property) which is, or is related to, a Specially Serviced Mortgage Loan is located to the extent necessary to perform
its obligations under this Agreement, except where the failure to so qualify or comply would not adversely affect the Special
Servicer’s ability to perform its obligations hereunder in accordance with the terms of this Agreement;


(ii)           the Special
Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions and
obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and performance
by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this Agreement, assuming
the due authorization, execution






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and
delivery thereof by the other parties to this Agreement, evidences the valid and binding obligation of the Special Servicer enforceable
against the Special Servicer in accordance with its terms subject, as to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, conservatorship, moratorium, receivership and other similar laws affecting creditors’ rights generally (and,
to the extent applicable, the rights of creditors of national banks) as from time to time in effect, and to general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters of public
policy with respect to indemnification or contribution as to violations of securities laws;


 


(iii)          the execution
and delivery of this Agreement by the Special Servicer, the consummation by the Special Servicer of the transactions contemplated
hereby, and the fulfillment of or compliance by the Special Servicer with the terms and conditions of this Agreement will not
(1) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other
material agreement or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation,
or judgment, decree or order applicable to it of any court, regulatory body, administrative agency or governmental body having
jurisdiction over it, in any manner that materially and adversely affects its ability to perform its obligations under this Agreement
or (2) result in a breach of any term or provision of its organizational documents;


(iv)          no
litigation is pending or, to the best of the Special Servicer’s knowledge, threatened, against it, the outcome of
which, in the Special Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect
the execution, delivery or enforceability of this Agreement or its ability to service the Specially Serviced Mortgage Loans
it is required to service hereunder or to perform any of its other obligations hereunder in accordance with the terms
hereof;


(v)           no consent,
approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance
by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or if any such
consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the time necessary
to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its failure to be
qualified to do business or licensed in one or more states does not materially and adversely affect the performance by it of its
obligations hereunder; and


(vi)          the Special
Servicer possesses all licenses, permits and other authorizations necessary to perform its duties hereunder in each state, except
to the extent that being licensed or having permits or other authorization in one or more states is not necessary for the performance
by it of its obligations hereunder.


(b)          It is understood
that the representations and warranties set forth in this Section 9.8 shall survive the execution and delivery of
this Agreement.


(c)          Any cause
of action against the Special Servicer arising out of the breach of any representations and warranties made in this Section shall
accrue upon the giving of written notice to the Special Servicer by any of the Depositor, the Trustee, the Custodian, the






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Master
Servicer, the Certificate Administrator or the Trust Advisor. The Special Servicer shall give prompt notice to the Trustee, the
Custodian, the Certificate Administrator, the Depositor, the Controlling Class Representative (during any Subordinate Control
Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period) and the Master
Servicer of the occurrence, or the failure to occur, of any event that, with notice, or the passage of time or both, would cause
any representation or warranty in this Section to be untrue or inaccurate in any respect.


 


Section 9.9     Standard
Hazard, Flood and Commercial General Liability Policies.


(a)          For
all REO Properties (other than REO Properties relating to Non-Serviced Mortgage Loans), the Special Servicer shall use
reasonable efforts, consistent with the Servicing Standard, to maintain with a Qualified Insurer (A) a Standard Hazard
Insurance Policy (that, if the terms of the related Mortgage Loan documents and the related Mortgage so require, contains no
exclusion as to any Act or Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002) which does not provide
for reduction due to depreciation in an amount which is not less than the full replacement cost of the improvements of such
REO Property or in an amount not less than the Unpaid Principal Balance plus all unpaid interest and the cumulative amount of
Servicing Advances (plus Advance Interest) made with respect to such Mortgage Loan, any related Serviced B Note and Serviced
Companion Loan, whichever is less, but, in any event, in an amount sufficient to avoid the application of any co-insurance
clause and (B) any other insurance coverage for such REO Property that the related Mortgagor was required to maintain
for the related Mortgaged Property under the related Mortgage, subject, as to earthquake insurance, to the second
(2nd) sentence following this sentence. If the improvements to the Mortgaged Property are in an area identified in
the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and flood insurance has been
made available), the Special Servicer shall maintain a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration in an amount representing coverage equal to the lesser of the then Unpaid
Principal Balance of the Specially Serviced Mortgage Loan and unpaid Advances (plus Advance Interest) and the maximum
insurance coverage required under such current guidelines. It is understood and agreed that the Special Servicer has no
obligation to obtain earthquake or other additional insurance on REO Property, except as required by law but at its sole
option and at the Trust’s expense, it (if required at origination and is available at commercially reasonable
rates) may obtain such earthquake insurance. The Special Servicer shall use its reasonable efforts, consistent with the
Servicing Standard, to obtain a commercial general liability policy for all REO Properties (other than any REO Property
relating to any Non-Serviced Mortgage Loan). The Special Servicer shall, to the extent available at commercially reasonable
rates (as determined by the Special Servicer in accordance with the Servicing Standard) and to the extent consistent with the
Servicing Standard, use its reasonable efforts to maintain a Rent Loss Policy covering revenues for a period of at least
twelve months and a commercial general liability policy with coverage comparable to prudent lending requirements in an amount
not less than $1 million per occurrence. All applicable policies required to be maintained by the Special Servicer pursuant
to this Section 9.9(a) shall name the Trustee as loss payee and be endorsed with a standard mortgagee clause. The
costs of such insurance shall be a Servicing Advance, subject to the provisions of Section 4.4 hereof.






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(b)          Any amounts
collected by the Special Servicer under any insurance policies maintained pursuant to this Section 9.9 (other than
amounts to be applied to the restoration or repair of the REO Property) shall be deposited into the applicable REO Account for
further distribution to the Master Servicer pursuant to Section 9.10. Any cost incurred in maintaining the insurance
required hereby for any REO Property (other than any REO Property relating to any Non-Serviced Mortgage Loan) shall be a Servicing
Advance, subject to the provisions of Section 4.4 hereof.


(c)          Notwithstanding
the above, the Special Servicer shall not be required in any event to maintain or obtain any insurance coverage beyond what is
available at commercially reasonable rates or that is not of the type previously required by the Mortgage Loan documents; provided
that, subject to Section 10.3, and the terms and conditions of any related Intercreditor Agreement, the Special
Servicer shall maintain insurance against property damages resulting from terrorism or similar acts if the terms of the related
Mortgage Loan documents so require unless the Special Servicer determines that the failure to maintain such insurance would have
been an Acceptable Insurance Default under the related Mortgage Loan or the Hammond Square B Note, as applicable.


(d)          The
Special Servicer shall conclusively be deemed to have satisfied its obligations as set forth in this Section 9.9
either (i) if the Special Servicer shall have obtained and maintained a master force placed or blanket insurance policy
insuring against hazard losses on all of the applicable Mortgage Loans, any Serviced Companion Loan and any Serviced B Note
serviced by it, it being understood and agreed that such policy may contain a deductible clause on terms substantially
equivalent to those commercially available and maintained by comparable servicers consistent with the Servicing Standard, and provided
that such policy is obtained from a Qualified Insurer or (ii) if the Special Servicer (or its corporate parent), for so
long as the rating of such Person’s long-term debt obligations or long-term deposit accounts are not less than
“A3” as rated by Moody’s, self-insures for its obligations as set forth in this Section 9.9. If
the Special Servicer shall cause any Mortgage Loan, Serviced Companion Loan and Serviced B Note to be covered by such a
master force placed or blanket insurance policy, the incremental cost of such insurance allocable to such Mortgage Loan,
Serviced Companion Loan and Serviced B Note (i.e., other than any minimum or standby premium payable for such policy
whether or not any Mortgage Loan is then covered thereby), if not borne by the related Mortgagor, shall be paid by the
Special Servicer, at its option, or by the Master Servicer, in either case as a Servicing Advance, subject to the provisions
of Section 4.4 hereof. If such policy contains a deductible clause, the Special Servicer shall, if there shall
not have been maintained on the related Mortgaged Property a policy complying with this Section 9.9 and there
shall have been a loss that would have been covered by such policy, deposit in the Collection Account the amount not
otherwise payable under such master force placed or blanket insurance policy because of such deductible clause to the extent
that such deductible exceeds (i) the deductible under the related Mortgage Loan documents or (ii) if there is no
deductible limitation required under the Mortgage Loan documents, the deductible amount with respect to insurance policies
generally available on properties similar to the related Mortgaged Property which is consistent with the Servicing Standard,
and deliver to the Trustee an Officer’s Certificate describing the calculation of such amount. In connection with its
activities as administrator and servicer of the Mortgage Loans, any Serviced Companion Loan and any Serviced B Note, the






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Special
Servicer agrees to present, on its behalf and on behalf of the Trustee, claims under any such master force placed or blanket insurance
policy.


 


Section 9.10     Presentment
of Claims and Collection of Proceeds. The Special Servicer will prepare and present or cause to be prepared and presented
on behalf of the Trustee all claims under the Insurance Policies with respect to REO Property (other than any REO Property relating
to any Non-Serviced Mortgage Loan), and take such actions (including the negotiation, settlement, compromise or enforcement of
the insured’s claim) as shall be necessary to recover under such policies. Any proceeds disbursed to the Special Servicer
in respect of such policies shall be promptly remitted to the Master Servicer for deposit into the Collection Account, upon receipt
of properly identified funds, except for any amounts realized that are to be applied to the repair or restoration of the applicable
REO Property in accordance with the Servicing Standard. Any extraordinary expenses (but not ordinary and routine or anticipated
expenses) incurred by the Special Servicer in fulfilling its obligations under this Section 9.10 shall be paid by
the Trust.


Section 9.11     Compensation
to the Special Servicer.


(a)          As
compensation for its activities hereunder, the Special Servicer shall be entitled to (i) the Special Servicing Fee,
(ii) the Liquidation Fee and (iii) the Workout Fee. Such amounts, if any, collected by the Special Servicer from
the related Mortgagor shall be transferred by the Special Servicer to the Master Servicer within one (1) Business Day of
receipt thereof, and deposited by the Master Servicer in the Collection Account. The Special Servicer shall be entitled to
receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced Mortgage Loan or REO
Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or more Mortgaged
Properties, the reference to “REO Property” in the preceding sentence shall be construed on a
property-by-property basis to refer separately to the acquired real property that is a successor to each of such Mortgaged
Properties, thereby entitling the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection
with a final disposition of, and Condemnation Proceeds received in connection with, each such acquired property as the
Liquidation Proceeds related to that property are received. The Special Servicer shall also be entitled to additional special
servicing compensation of an amount equal to the excess, if any, of the aggregate Prepayment Interest Excess relating to
Specially Serviced Mortgage Loans that have, during any Collection Period, been the subject of voluntary Principal
Prepayments not from Liquidation Proceeds or from modifications of Specially Serviced Mortgage Loans for each
Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect to such Specially Serviced Mortgage
Loans during the same Collection Period. If the Special Servicer is terminated or resigns, the Special Servicer shall retain
the right (and the applicable successor Special Servicer shall not have the right) to receive (until the related Mortgage
Loan or the Hammond Square B Note, as applicable, becomes a Specially Serviced Mortgage Loan or until the related Mortgaged
Property becomes an REO Property) any and all Workout Fees payable in respect of (i) any Specially Serviced Mortgage Loans
serviced by the Special Servicer that became Rehabilitated Mortgage Loans during the period that it acted as Special Servicer
and that were still Rehabilitated Mortgage Loans at the time of such termination or resignation and (ii) any Specially
Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any such
Mortgage Loan or the Hammond Square B






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Note,
as applicable, to be a Specially Serviced Mortgage Loan such that the Mortgage Loan or the Hammond Square B Note, as applicable,
would be deemed a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as of the date of such termination
or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided that in either case
no other event has occurred as of the time of the Special Servicer’s termination or resignation that would otherwise cause
such Mortgage Loan or the Hammond Square B Note, as applicable, to again become a Specially Serviced Mortgage Loan.


 


(b)          The Special
Servicer shall be entitled to cause the Master Servicer to withdraw (i) from the Collection Account, the Special Servicer
Compensation in respect of each Mortgage Loan (but not a Serviced B Note) and (ii) from any Custodial Account, the Special
Servicer Compensation to the extent related solely to the related Serviced Companion Loan and/or Serviced B Note, as applicable,
in each case in the time and manner set forth in Section 5.2 of this Agreement. The Special Servicer shall be required
to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.


(c)          Notwithstanding
anything herein to the contrary (and, in the case of any A/B Whole Loan, Loan Pair or Non-Serviced Loan Combination, subject to
any provisions of the applicable Intercreditor Agreement relating to the allocation of the amounts set forth below), the Special
Servicer shall be entitled to receive the following items as additional special servicing compensation:




(i)           (x) 100%
of Unallocable Modification Fees actually collected during the related Collection Period with respect to any Specially Serviced
Mortgage Loans or REO Mortgage Loans (other than any REO Mortgage Loan that was a Non-Serviced Mortgage Loan); and (y) 50% of
Unallocable Modification Fees collected during the related Collection Period with respect to Non-Specially Serviced Mortgage Loans
in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the
consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement;


(ii)          After application
as set forth in Section 5.2(b) hereof, (x) 100% of Allocable Modification Fees (that constitute Excess Modification
Fees) actually collected during the related Collection Period with respect to any Specially Serviced Mortgage Loans or REO Mortgage
Loans (other than any REO Mortgage Loan that was a Non-Serviced Mortgage Loan); and (y) 50% of Allocable Modification Fees (that
constitute Excess Modification Fees) collected during the related Collection Period with respect to Non-Specially Serviced Mortgage
Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence
of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement;


(iii)         100% of
Assumption Fees collected during the related Collection Period with respect to Specially Serviced Mortgage Loans, and 50% of Assumption
Fees collected during the related Collection Period with respect to Non-Specially Serviced Mortgage Loans in connection with a
consent, approval or other action that the Master Servicer is not






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permitted
to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions
of this Agreement;


 


(iv)         100% of
assumption application fees collected during the related Collection Period with respect to Specially Serviced Mortgage Loans;


(v)          100% of
Consent Fees on Specially Serviced Mortgage Loans in connection with a consent that involves no modification, assumption, extension,
waiver or amendment of the terms of any Mortgage Loan documents, and 50% of Consent Fees on Non-Specially Serviced Mortgage Loans
in connection with a consent that involves no modification, assumption, extension, waiver or amendment of the terms of any Mortgage
Loan documents and is paid in connection with a consent that the Master Servicer is not permitted to take in the absence of the
consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement;


(vi)         100% of
charges for beneficiary statements or demands actually paid by the Mortgagors under the Specially Serviced Mortgage Loans;


(vii)         Interest
or other income earned during any Collection Period on deposits in any REO Account maintained by the Special Servicer, in accordance
with Section 9.14 (net of investment losses with respect to such REO Account for such Collection Period); and




(viii)         After
application as set forth in Section 5.2(b), any Excess Penalty Charges earned on the Specially Serviced Mortgage Loans.


With
respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion
thereof, the Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not
to charge its respective portion of such fee; provided, that (A) neither the Master Servicer nor the Special Servicer will
have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the
Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such
fee, the party that reduced or elected not to charge its respective portion of such fee will not have any right to share in any
part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer
shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled
if the Master Servicer had charged a fee and the Master Servicer will not be entitled to any of such fee charged by the Special
Servicer.


Notwithstanding
anything to the contrary, the Master Servicer and the Special Servicer will each be entitled to retain reasonable review and/or
processing fees in connection with any Mortgagor request to the extent such fees are not prohibited under the related mortgage
loan agreement and are actually paid by or on behalf of the related Mortgagor.


(d)          The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Borrower, any






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Manager,
any guarantor or indemnitor in respect of a Mortgage Loan, Loan Pair or A/B Whole Loan and any purchaser of any Mortgage Loan,
Loan Pair, A/B Whole Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan (or
Loan Pair or A/B Whole Loan, if applicable), the management or disposition of any REO Property, or the performance of any other
special servicing duties under this Agreement, other than as expressly provided in this Section 9.11; provided,
that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


Section 9.12     Realization
Upon Defaulted Loans.


(a)          The
Special Servicer, in accordance with the Servicing Standard and subject to Section 9.3(a), Section 9.12(b), Section 9.12(c), Section 9.12(e), Section 9.17
and Section 10.3 and the terms and conditions of any related Intercreditor Agreement, shall use its reasonable
efforts to foreclose upon, repossess or otherwise comparably convert the ownership of Mortgaged Properties securing such of
the Specially Serviced Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can
be made for collection of delinquent payments of such Specially Serviced Mortgage Loan, the sale of such Specially Serviced
Mortgage Loan in accordance with this Agreement or the modification of such Specially Serviced Mortgage Loan in accordance
with this Agreement. In connection with such foreclosure or other conversion of ownership, the Special Servicer shall follow
the Servicing Standard. The foregoing is subject to the proviso that the Special Servicer shall not request that the Master
Servicer make a Servicing Advance for Liquidation Expenses that would be a Nonrecoverable Advance unless the Special Servicer
determines that such Servicing Advance is in the best interest of the Certificateholders (or, with respect to any A/B Whole
Loan or Loan Pair, the Trust and the holders of any related Serviced B Note or Serviced Companion Loan, as applicable,
as a collective whole).


(b)          The Special
Servicer shall not acquire any personal property relating to any Specially Serviced Mortgage Loan pursuant hereto unless:


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


(ii)           such personal
property is the capital stock of a settlor and both (A) the Special Servicer takes such action as may be necessary in order
to treat the settlor as an entity that is disregarded as an entity separate from a REMIC Pool under Treasury Regulation Section 301.7701-3
(including by filing an election under such regulation and by creating a wholly-owned LLC of the REMIC for the purpose of acquiring
part of such capital stock) and (B) the property owned by such settlor at the time the capital stock is acquired consists
solely of “foreclosure property” under the REMIC Provisions; or


(iii)          the Special
Servicer shall have received a Nondisqualification Opinion (the cost of which shall be reimbursed by the Trust) to the effect
that the holding of such personal property by any REMIC Pool will not cause the imposition of a tax on any REMIC Pool under the
Code or cause any REMIC Pool to fail to qualify as a REMIC.






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(c)          Notwithstanding
anything to the contrary in this Agreement, the Special Servicer shall not, on behalf of the Trust, obtain title to a Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, and shall not otherwise acquire possession of, or take any other
action with respect to, any Mortgaged Property, if, as a result of any such action the Trust, or any trust that holds a Serviced
B Note or Serviced Companion Loan would be considered to hold title to, to be a “mortgagee-in-possession” of, or to
be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA, or any applicable
comparable federal, state or local law, or a “discharger” or “responsible party” thereunder, unless, subject
to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer has also
previously determined in accordance with the Servicing Standard, based on a Phase I Environmental Report prepared by a Person
(who may be an employee or affiliate of the Master Servicer or the Special Servicer) who regularly conducts environmental site
assessments in accordance with the standards of Fannie Mae in the case of multi-family mortgage loans and customary servicing
practices in the case of commercial loans for environmental assessments, which report shall be delivered to the Trustee, the Custodian,
the Certificate Administrator and the 17g-5 Information Provider, that:


(i)            such Mortgaged
Property is in compliance with applicable Environmental Laws or, if not, after consultation with an environmental expert, that
taking such actions as are necessary to bring the Mortgaged Property in compliance therewith is reasonably likely to produce a
greater recovery on a net present value basis (calculated in accordance with Section 1.2(e)) than not taking such actions;





(ii)        taking
such actions as are necessary to bring the Mortgaged Property in compliance with applicable Environmental Laws is reasonably likely
to produce a greater recovery on a net present value basis (calculated in accordance with Section 1.2(e)) than pursuing
a claim under the Environmental Insurance Policy; and


 


(iii)       there
are no circumstances or conditions present or threatened at such Mortgaged Property relating to the use, management, disposal or
release of any hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials for which investigation,
testing, monitoring, removal, clean-up or remediation could be required under any federal, state or local law or regulation, or
that, if any such materials are present for which such action could be required, after consultation with an environmental expert,
that taking such actions with respect to the affected Mortgaged Property is reasonably likely to produce a greater recovery on
a net present value basis (calculated in accordance with Section 1.2(e)) than not taking such actions (after taking into
account the projected costs of such actions);


 


provided that such compliance pursuant
to clause (i) and (ii) above or the taking of such action pursuant to this clause (iii) shall only be required
to the extent that the cost thereof is a Servicing Advance of the Master Servicer or the Special Servicer pursuant to this Agreement,
subject to the provisions of Section 4.4 hereof.


 


(d)           The
cost of the Phase I Environmental Report contemplated by Section 9.12(c) may be treated as a Liquidation Expense, or in
the event the related Specially Serviced Mortgage Loan is not liquidated and a Final Recovery Determination has been made with
respect to such Specially Serviced Mortgage Loan, the Master Servicer shall treat such cost


 









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as
a Servicing Advance subject to the provisions of Section 4.4 hereof; provided that, in the latter event, the Special
Servicer shall use its good faith reasonable business efforts to recover such cost from the Mortgagor in connection with the curing
of the default under the Specially Serviced Mortgage Loan.


 


(e)           If
the Special Servicer determines, pursuant to Section 9.12(c), and subject to Section 10.3 and the terms and
conditions of any related Intercreditor Agreement, that taking such actions as are necessary to bring any Mortgaged Property
into compliance with applicable Environmental Laws, or taking such actions with respect to the containment, removal, clean-up
or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any
such Mortgaged Property, is not reasonably likely to produce a greater recovery on a net present value basis (calculated in
accordance with Section 1.2(e)) than not taking such actions (after taking into account the projected costs of such
actions) or than not pursuing a claim under the Environmental Insurance Policy, then the Special Servicer shall take such
action as it deems to be in the best economic interest of the Trust (and, with respect to any A/B Whole Loan or Loan Pair,
the holders of any related Serviced B Note or Serviced Companion Loan, as applicable), including, without limitation,
releasing the lien of the related Mortgage, and the Special Servicer shall provide written notice of such circumstances to
the Trustee, the Certificate Administrator (who shall promptly post such written notice on the Certificate
Administrator’s Website pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post
such written notice on the 17g-5 Information Provider’s Website pursuant to Section 5.7). In connection with the
foregoing, if the Special Servicer determines that a material possibility exists that Liquidation Expenses with respect to
Mortgaged Property (taking into account the cost of bringing it into compliance with applicable Environmental Laws) would
exceed the Unpaid Principal Balance of the related Specially Serviced Mortgage Loan, the Special Servicer shall
provide written notice of such circumstances to the Trustee, the Certificate Administrator (who shall promptly post such
written notice on the Certificate Administrator’s Website pursuant to Section 5.4) and the 17g-5 Information
Provider (who shall promptly post such written notice on the 17g-5 Information Provider’s Website pursuant to Section
5.7).


 


(f)            Subject
to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall have the
right to determine, in accordance with the Servicing Standard, the advisability of maintaining any action with respect to any Specially
Serviced Mortgage Loan, including, without limitation, any action to obtain a deficiency judgment with respect to any Specially
Serviced Mortgage Loan.


 


Section 9.13     Foreclosure.
If the Trust obtains, through foreclosure on a Mortgage or otherwise, the right to receive title to a Mortgaged Property (other
than any Mortgaged Property relating to any Non-Serviced Mortgage Loan), the Special Servicer, as its agent, shall direct the
appropriate party to deliver title to the related REO Property to the Trustee or its nominee (which may be a special purpose entity
owned by the Trust).


 


The Special Servicer
may consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect
to the Mortgaged Property, the expense of such consultation being treated as a Servicing Advance related to the foreclosure, subject
to the provisions of Section 4.4 hereof. The Special Servicer, on behalf of the Trust (and, with respect to any A/B Whole
Loan or Loan Pair, the holders of any related


 






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Serviced
B Note or Serviced Companion Loan, as applicable), shall sell such REO Property expeditiously, but in any event within the time
period, and subject to the conditions, set forth in Section 9.15. Subject to Section 9.15, the Special Servicer
shall manage, conserve, protect and operate such REO Property for the holders of beneficial interests in the Trust (and, with
respect to any A/B Whole Loan or Loan Pair, the holders of any related Serviced B Note or Serviced Companion Loan, as applicable)
solely for the purpose of its prompt disposition and sale.


 


In connection with causing
the Trust to foreclose on collateral that consists of multiple properties held for sale to customers by the Mortgagor (such as
unsold condominium units in a single project), the Special Servicer shall consider the effect of the bidding price for the properties
on the tax basis of such properties if such properties are likely to be treated in the hands of the Trust as properties held for
sale to customers.


 


Section 9.14     Operation
of REO Property.


 


(a)          The
Special Servicer shall segregate and hold all funds collected and received in connection with the operation of each REO
Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each REO
Property one or more accounts held in trust for the benefit of the Certificateholders (and, with respect to any A/B Whole
Loan or Loan Pair, the holders of any related Serviced B Note or Serviced Companion Loan, as applicable) in the name of
CWCapital Asset Management LLC, as Special Servicer (or, with respect to any Excluded Special Servicer Mortgage Loan, the
Excluded Special Servicer, as Special Servicer) on behalf of Wilmington Trust, National Association, as Trustee for the
benefit of the Holders of Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27, the holder of any Serviced Companion Loan and the holder of any Serviced B Note as their
interests may appear (each, an “REO Account”), which shall be an Eligible Account. The Special Servicer
shall deposit all funds received with respect to an REO Property in the applicable REO Account within two (2) days of receipt
of properly identified funds. The Special Servicer shall account separately for funds received or expended with respect to
each REO Property. All funds in each REO Account may be invested only in Eligible Investments at the risk of the Special
Servicer. The Special Servicer shall notify the Trustee and the Master Servicer in writing of the location and account number
of each REO Account and shall notify the Trustee prior to any subsequent change thereof.


 


(b)          On
or before each Special Servicer Remittance Date, the Special Servicer shall withdraw from each REO Account and remit to the Master
Servicer for deposit into the Collection Account, the REO Income received or collected during the Collection Period immediately
preceding such Special Servicer Remittance Date on or with respect to the related REO Properties; provided that (i) the
Special Servicer may retain in such REO Account such portion of such proceeds and collections as may be necessary to maintain in
the REO Account sufficient funds for the proper operation, management and maintenance of the related REO Property, including, without
limitation, the creation of reasonable reserves for repairs, replacements, and necessary capital improvements and other related
expenses. The Special Servicer shall notify the Master Servicer of all such remittances (and the REO Properties to which the deposits
relate) made into the Collection Account and (ii) the Special Servicer shall be entitled to withdraw from the REO Account and pay
itself as additional Special Servicer


 






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Compensation
any interest or net reinvestment income earned on funds deposited in the REO Account. The amount of any losses incurred in respect
of any such investments shall be for the account of the Special Servicer which shall deposit the amount of such loss (to the extent
not offset by income from other investments) in the REO Account, out of its own funds immediately as realized; provided
that, such investment losses shall not include any loss with respect to such investment which is incurred solely as a result
of the insolvency of the federal or state chartered depositary institution or trust company at which such Investment Account is
maintained, so long as such depositary institution or trust company (a) satisfied the qualifications set forth in the definition
of “Eligible Account” both at the time such investment was made and as of a date not more than thirty (30) days prior
to the date of such loss and (b) is not the Person that made the relevant investment. If the Special Servicer deposits in any
REO Account any amount not required to be deposited therein, it may at any time withdraw such amount from the REO Account, any
provision herein to the contrary notwithstanding.


 


(c)          If
the Trust acquires the Mortgaged Property, the Special Servicer shall have full power and authority, subject to Section
10.3 and the terms and conditions of any related Intercreditor Agreement, to do any and all things in connection
therewith as are consistent with the Servicing Standard, subject to the REMIC Provisions, and in such manner as the Special
Servicer deems to be in the best interest of the Trust (or, with respect to any A/B Whole Loan or Loan Pair, the Trust and
the holders of any related Serviced B Note or Serviced Companion Loan, as applicable, as a collective whole), and, consistent
therewith, may advance from its own funds to pay for the following items (which amounts shall be reimbursed by the Master
Servicer or the Trust subject to Sections 4.4 in accordance with Section 4.6(e)), to the extent such amounts
cannot be paid from REO Income:


 


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


 


(ii)         all
real estate taxes and assessments in respect of such REO Property that could result or have resulted in the imposition of a lien
thereon; and


 


(iii)        all
costs and expenses necessary to maintain, operate, lease and sell such REO Property (other than capital improvements and, to the
extent necessary to comply with the REMIC Provisions, capital expenditures).


 


(d)           The
Special Servicer may, and to the extent necessary to (i) preserve the status of the REO Property as “foreclosure property”
under the REMIC Provisions or (ii) avoid the imposition of a tax on “income from nonpermitted assets” within the meaning
of the REMIC Provisions, shall contract with any Independent Contractor for the operation and management of the REO Property, provided
that:


 


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


 


(ii)         the
terms of such contract shall be consistent with the provisions of Section 856 of the Code and Treasury Regulation Section 1.856-4(b)(5);


  






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(iii)        only
to the extent consistent with (ii) above, any such contract shall require, or shall be administered to require, that the Independent
Contractor (A) pay all costs and expenses incurred in connection with the operation and management of such Mortgaged Property underlying
the REO Property and (B) deposit on a daily basis all amounts payable to the Trust in accordance with the contract between the
Trust and the Independent Contractor in an Eligible Account;


 


(iv)        none
of the provisions of this Section 9.14 relating to any such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trustee with respect to the operation
and management of any such REO Property;


 


(v)         if
the Independent Contractor is an Affiliate of the Special Servicer, the consent of the Applicable Control Party, and a Nondisqualification
Opinion, must be obtained; and


 


(vi)        the
Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.


 


The Special
Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for the Trust
(and, if applicable, the holder of a Serviced B Note or a Serviced Companion Loan) pursuant to this subsection (d) for
indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to
limit or modify such indemnification. All fees of the Independent Contractor (other than fees paid for performing services
within the ordinary duties of a Special Servicer which shall be paid by the Special Servicer) shall be paid from the income
derived from the REO Property (or if not available from amounts on deposit in the related REO Account, shall be an Additional
Trust Expense). To the extent that the income from the REO Property is insufficient, such fees shall be advanced by the
Master Servicer or the Special Servicer as a Servicing Advance, subject to the provisions of Section 4.4 and Section
4.6(e) hereof.


 


(e)           Notwithstanding
any other provision of this Agreement, the Special Servicer shall not rent, lease, or otherwise earn income on behalf of the Trust
or the beneficial owners thereof with respect to REO Property which might cause the REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code (without giving effect to the final sentence thereof) or result
in the receipt by any REMIC of any “income from nonpermitted assets” within the meaning of Section 860F(a)(2) of the
Code or any “net income from foreclosure property” which is subject to tax under the REMIC Provisions unless (i) the
Trustee and the Special Servicer have received an Opinion of Counsel (at the Trust’s sole expense) to the effect that, under
the REMIC Provisions and any relevant proposed legislation, any income generated for REMIC I by the
REO Property would not result in the imposition of a tax upon REMIC I or (ii) in accordance with the Servicing Standard, the Special
Servicer determines the income or earnings with respect to such REO Property will offset any tax under the REMIC Provisions relating
to such income or earnings and will maximize the net recovery from the REO Property to the Certificateholders. The Special Servicer
shall notify the Trustee, the Certificate Administrator and the Master Servicer of any election by it to incur such tax, and





 






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the
Special Servicer (i) shall hold in escrow in an Eligible Account an amount equal to the tax payable thereby from revenues collected
from the related REO Property, (ii) provide the Certificate Administrator with all information for the Certificate Administrator
to file the necessary tax returns in connection therewith and (iii) upon request from the Certificate Administrator, pay from
such account to the Certificate Administrator the amount of the applicable tax. The Certificate Administrator shall file the applicable
tax returns based on the information supplied by the Special Servicer and pay the applicable tax from the amounts collected by
the Special Servicer.


 


Subject to, and without
limiting the generality of the foregoing, the Special Servicer, on behalf of the Trust, shall not:


 


(i)          permit
the Trust to enter into, renew or extend any New Lease with respect to the REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)         permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)        authorize
or permit any construction on the REO Property, other than the completion of a building or other improvement thereon, and
then only if more than ten (10) percent of the construction of such building or other improvement was completed before
default on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)        Directly
Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through an Independent
Contractor, the REO Property on any date more than ninety (90) days after the Acquisition Date; unless, in any such case, the Special
Servicer has requested and received an Opinion of Counsel at the Trust’s sole expense to the effect that such action will
not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code (without giving effect to the final sentence thereof) at any time that it is held by the applicable REMIC Pool, in which
case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(f)            Notwithstanding
any other provision of this Agreement, the Special Servicer shall not have any obligations with respect to an REO Property that
relates to a Mortgaged Property that secures a Non-Serviced Mortgage Loan and all references to the Special Servicer’s obligations
in this Agreement with respect to “REO Property” shall exclude any such Mortgaged Property that secures a Non-Serviced
Mortgage Loan.


 


Section 9.15     Sale
of REO Property.


 


(a)          If
title to any REO Property is acquired by the Trust (or its nominee) in respect of any Specially Serviced Mortgage Loan, the deed
or certificate of sale shall be issued to the Trust, the Trustee or to its nominees. The Special Servicer, subject to Section
10.3 and the terms and conditions of any related Intercreditor Agreement, shall use its reasonable best efforts to sell any
REO Property for cash as soon as practicable consistent with the objective of


  






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maximizing
proceeds for all Certificateholders (and, with respect to a Loan Pair or A/B Whole Loan, for the Certificateholders and the
holder of the related Serviced Companion Loan and/or Serviced B Note, as applicable, as a collective whole), but in no event
later than the end of the third (3rd) calendar year following the end of the year of its acquisition, and in any event prior
to the Rated Final Distribution Date or earlier to the extent necessary to comply with REMIC Provisions, unless (i) the
Trustee or the Special Servicer, on behalf of the applicable REMIC Pool, (A) has been granted an extension of time (an
“Extension”) (which extension shall be applied for at least sixty (60) days prior to the expiration of the
period specified above) by the IRS for the orderly liquidation of such REO Property (a copy of which Extension and the
related application shall be delivered to the Certificate Administrator upon request), or (B) is permitted under the REMIC
Provisions to continue to hold such REO Property during the period in which the application for such an Extension is pending,
in either of which cases the Special Servicer may continue to attempt to sell the REO Property for cash for its fair market
value for such longer period as such Extension permits or while the application for such Extension is pending, as the case
may be, or (ii) the Special Servicer seeks and subsequently receives, at the expense of the Trust, a Nondisqualification
Opinion, addressed to the Trustee and the Special Servicer, to the effect that the holding by the Trust of such REO Property
subsequent to the period specified above after its acquisition will not result in the imposition of taxes on
“prohibited transactions” of a REMIC, as defined in Section 860F(a)(2) of the Code, or cause any REMIC Pool to
fail to qualify as a REMIC at any time that any Certificates are outstanding; provided that in no event shall the
Trust be permitted to hold any REO Property beyond the end of the sixth (6th) calendar year following the end of the year of
such REO Property’s acquisition. If the Trustee has not received such an Extension or Opinion of Counsel and the
Special Servicer is not able to sell such REO Property for cash within the period specified above, or if an Extension has
been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special
Servicer shall, after consultation with the Applicable Control Party, before the end of such period or extended period, as
the case may be, auction the REO Property to the highest cash bidder (which may be the Special Servicer or another Interested
Person) in accordance with the Servicing Standard; provided, that if the Special Servicer, any other Interested Person
or any of their respective affiliated entities intends to bid on or otherwise purchase any REO Property, (i) the Special
Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust, an
Appraisal of such REO Property (or internal valuation in accordance with the procedures specified in Section 6.9) and
(iii) the applicable Interested Person shall not bid less than the fair market value set forth in such Appraisal. Neither the
Trustee nor any Affiliate thereof may purchase an REO Property.


 


(b)          Within
thirty (30) days of the sale of the REO Property, the Special Servicer shall provide to the Trustee, the Certificate Administrator,
the Custodian, the 17g-5 Information Provider, the Trust Advisor (during any Collective Consultation Period and any Senior Consultation
Period), the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and
the Master Servicer (and, with respect to any A/B Whole Loan or Loan Pair, the holders of any related Serviced B Note or Serviced
Companion Loan, as applicable) a statement of accounting for such REO Property, including without limitation, (i) the Acquisition
Date for the REO Property, (ii) the date of disposition of the REO Property, (iii) the sale price and related selling and other
expenses, (iv) accrued interest (including interest deemed to have accrued) on the Specially Serviced Mortgage Loan to which the
REO Property related, calculated from the Acquisition Date to the





 






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disposition
date, (v) final property operating statements, and (vi) such other information as the Trustee or the Certificate Administrator
(or, with respect to any A/B Whole Loan or Loan Pair, the holders of any related Serviced B Note or Serviced Companion Loan, as
applicable) may reasonably request in writing.


 


(c)          The
Liquidation Proceeds from the final disposition of the REO Property shall be remitted to the Master Servicer for deposit into the
Collection Account within one (1) Business Day of receipt.


 


(d)          Notwithstanding
any other provision of this Agreement, the Special Servicer shall not have any obligations with respect to an REO Property that
relates to a Mortgaged Property that secures a Non-Serviced Mortgage Loan and all references to the Special Servicer’s obligations
in this Agreement with respect to “REO Property” shall exclude any such Mortgaged Property that secures a Non-Serviced
Mortgage Loan.


 


Section
9.16     Realization on Collateral Security. In connection with the enforcement of the rights of
the Trust to any property securing any Specially Serviced Mortgage Loan other than the related Mortgaged Property, the
Special Servicer shall consult with counsel to determine how best to enforce such rights in a manner consistent with the
REMIC Provisions and shall not, based on a Nondisqualification Opinion addressed to the Special Servicer and the Trustee (the
cost of which shall be an expense of the Trust) take any action that could result in the failure of any REMIC Pool to qualify
as a REMIC while any Certificates are outstanding or could result in the imposition of a tax upon any REMIC Pool (including,
but not limited to, the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code or on
contributions pursuant to Section 860G(d)), unless such action has been approved by a vote of 100% of the Certificateholders
(including the Class R Certificateholders).


 


Section 9.17     Sale
of Defaulted Loans.


 


(a)          Promptly
upon a Mortgage Loan or the Hammond Square B Note becoming a Defaulted Loan and if the Special Servicer determines in accordance
with the Servicing Standard that it would be in the best interests of the Certificateholders (as a collective whole as if such
Certificateholders constituted a single lender) to attempt to sell such Defaulted Loan, the Special Servicer shall use reasonable
efforts to solicit offers for such Defaulted Loan on behalf of the Certificateholders and any related Serviced B Note holder or
Serviced Companion Loan holder in such manner as will be reasonably likely to realize a fair price. Subject to the provisions of
this Section 9.17 and Section 10.3, the Special Servicer shall accept the first (and, if multiple offers are contemporaneously
received, the highest) cash offer received from any Person that constitutes a fair price for such Defaulted Loan.


 


(b)          The
Special Servicer shall give the Trustee, the Certificate Administrator, the Custodian, the 17g-5 Information Provider, the Controlling
Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Master Servicer, the Trust
Advisor (other than during any Subordinate Control Period) and the holder of any related Serviced B Note or Serviced Companion
Loan not less than five (5) Business Days’ prior written notice of its intention to sell any Defaulted Loan. No Interested
Person shall be obligated to submit an offer to purchase any Defaulted Loan, and notwithstanding anything to the contrary


 






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contained
herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Defaulted
Loan pursuant hereto.


 


(c)          Whether
any cash offer constitutes a fair price for any Defaulted Loan for purposes of this Section 9.17 shall be determined by
the Special Servicer, if the highest offer is from a Person other than an Interested Person, or by the Trustee (determined either
by itself or by retaining an independent third party as set forth below), if the highest offer is from an Interested Person; provided
that, no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii)
at least one (1) other offer is received from an independent third party. In all cases under this Section 9.17, in determining
whether any offer received from an Interested Person represents a fair price for any Defaulted Loan, the Trustee, if making such
determination itself, shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance
with this Agreement within the preceding nine (9) month period or, in the absence of any such Appraisal, on a new Appraisal. The
appraiser conducting any such new appraisal shall be an Appraiser selected by the Special Servicer if no Interested Person is
making an offer with respect to a Defaulted Loan and selected by the Trustee if an Interested Person is so making an offer. The
cost of any such narrative appraisal shall be covered by, and shall be reimbursable as, a Servicing Advance. Where any Interested
Person is among those making an offer with respect to a Defaulted Loan, the Special Servicer shall require that all offers be
submitted to the Trustee in writing. In determining whether any such offer from a Person other than an Interested Person constitutes
a fair price for any such Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal,
updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior nine (9) months),
and in determining whether any offer from an Interested Person constitutes a fair price for any such Defaulted Loan, any appraiser
shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the
Defaulted Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.
The Purchase Price for any Defaulted Loan shall in all cases be deemed a fair price. Notwithstanding anything contained in this
paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a
fair price, the Trustee may (at its option and at the expense of the Trust) designate an independent third party expert in real
estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing mortgage loans similar to
the subject Defaulted Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for such Defaulted Loan. If the Trustee designates such a third party to make such determination, the Trustee shall
be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection
reports and broker opinions of value, incurred by any such third party pursuant to this paragraph will be covered by, and will
be reimbursable as, a Servicing Advance; provided that, the Trustee shall not engage a third party expert whose
fees exceed a commercially reasonable amount as determined by the Trustee.


 


(d)          Subject
to the other subsections of this Section 9.17, the Special Servicer shall act on behalf of the Trust in negotiating and
taking any other action necessary or appropriate in connection with the sale of any Defaulted Loan, and the collection of all amounts
payable in connection therewith. In connection therewith, the Special Servicer may charge prospective offerors, and may retain,
fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information pertaining to such
sales or exchanging offers without


 






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obligation
to deposit such amounts into the Collection Account. Any sale of any Defaulted Loan shall be for cash. Any sale of any Defaulted
Loan shall be final and without recourse to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian or the Trust (except such recourse to the Trust imposed by those representations and warranties typically given
in such transactions and any customary closing matters), and if such sale is consummated in accordance with the terms of this
Agreement, none of the Special Servicer, the Master Servicer, the Depositor, the Custodian, the Certificate Administrator or the
Trustee shall have any liability to any Certificateholder with respect to the purchase price therefor accepted by the Special
Servicer or the Trustee.


 


(e)          Subject
to the rights of a holder of any related Serviced B Note, Serviced Companion Loan or mezzanine loan, under the respective Intercreditor
Agreement or mezzanine loan intercreditor agreement, as applicable, to purchase a Mortgage Loan, unless and until a Defaulted Loan
is sold pursuant to this Section 9.17, the Special Servicer shall continue to service and administer such Defaulted Loan
in accordance with the Servicing Standard and this Agreement and shall pursue such other resolutions or recovery strategies including
workout, foreclosure or sale of such Defaulted Loan, as is consistent with this Agreement and the Servicing Standard.


 


(f)          The
purchase price for any Defaulted Loan purchased under this Section 9.17 shall be remitted to the Master Servicer for
deposit into the Collection Account, and the Custodian (on the Trustee’s behalf), upon receipt of a request for release
from the Master Servicer or the Special Servicer, as applicable, to the Custodian and the Trustee, shall release or cause to
be released to the purchaser of the Defaulted Loan the related Mortgage File, and the Trustee, the Master Servicer or the
Special Servicer, as applicable, shall execute and deliver such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in such purchaser ownership of such Mortgage Loan. In connection with any such
purchase, the Special Servicer (to the extent it has possession of such file) and the Master Servicer (to the extent it has
possession of such file) shall deliver the related Servicer Mortgage File to such purchaser.


 


(g)          Notwithstanding
any of the foregoing paragraphs of this Section 9.17, but subject to Section 10.3, the Special Servicer shall not
be obligated to accept the highest cash offer if the Special Servicer determines (in consultation with the Trust Advisor, during
any Collective Consultation Period and any Senior Consultation Period, and subject to the rights of the Controlling Class Representative
set forth in Section 10.3), in accordance with the Servicing Standard, that rejection of such offer would be in the best
interests of the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender), and the
Special Servicer may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable
and good faith judgment, that acceptance of such offer would be in the best interests of the Certificateholders (as a collective
whole as if such Certificateholders constituted a single lender) (for example, if the prospective buyer making the lower offer
is more likely to perform its obligations or the terms offered by the prospective buyer making the lower offer are more favorable).


  






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(h)          In
no event shall the Trust or the Trustee, the Master Servicer or the Special Servicer on the Trustee’s behalf purchase, or
pay or advance costs to purchase, any B Note or Serviced Companion Loan.


 


(i)           In
the case of a Defaulted Loan that is part of a Loan Pair, if the Special Servicer determines to attempt to sell such
Mortgage Loan it shall sell such Defaulted Loan together with the related Serviced Companion Loan as a whole loan pursuant to
this Agreement and the terms of the related Intercreditor Agreement. In the case of the Hammond Square Mortgage Loan, if such
Mortgage Loan becomes a Defaulted Loan and the Special Servicer determines to sell such Mortgage Loan, the Special Servicer
shall also be permitted (but not required) to sell such Mortgage Loan and the Hammond Square B Note as notes evidencing one
whole loan, in accordance with the provisions of this Agreement and the related Intercreditor Agreement.


 


With respect to
any such Defaulted Loan, the Special Servicer shall solicit offers for such Defaulted Loan together with the related Serviced
Companion Loan as a whole loan and shall require that all offers be submitted to the Trustee in writing. Whether any cash
offer constitutes a fair price for any such Loan Pair for purposes of this Section 9.17 shall be determined by the
Special Servicer (unless the offeror is an Interested Person, in which case the Trustee shall make such determination); provided,
that no offer from an Interested Person (as defined in the related Intercreditor Agreement) for a Loan Pair shall constitute
a fair price unless (i) it is the highest offer received and (ii) at least two bona fide other offers are received from
independent third parties. In determining whether any offer received represents a fair price for any such Loan Pair, the
Trustee shall be supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with
this Agreement within the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new Appraisal. The
Trustee shall select the appraiser conducting any such new Appraisal. The cost of any such Appraisal shall be covered by, and
shall be reimbursable as, a Servicing Advance. In determining whether any such offer from a Person constitutes a fair price
for any such Loan Pair, the Trustee shall instruct the appraiser to take into account (in addition to the results of any
Appraisal or updated Appraisal that it may have obtained pursuant to this Agreement within the prior nine (9) months), as
applicable, among other factors, the period and amount of any delinquency on the affected Loan Pair, the occupancy level and
physical condition of the related Mortgaged Property and the state of the local economy. The Trustee may conclusively rely on
the opinion of an Independent appraiser or other Independent expert in real estate matters selected with reasonable care and
retained by the Trustee at the expense of the Trust and the holder of the related Serviced Companion Loan in connection with
making such determination. Notwithstanding the foregoing, the Special Servicer shall not be permitted to sell the Loan Pair
without the written consent of the related Serviced Companion Loan holder unless the Special Servicer has delivered to such
holder: (a) at least 15 Business Days prior written notice of any decision to attempt to sell the Loan Pair; (b) at least 10
days prior to the proposed sale, a copy of each bid package (together with any amendments to such bid packages) received by
the Special Servicer in connection with any such proposed sale, (c) at least 10 days prior to the proposed sale, a copy of
the most recent Appraisal for the Loan Pair, and any documents in the Servicer Mortgage File requested by such holder and (d)
until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the
Controlling Class Representative) prior to the proposed sale date, all information and other documents being provided to
other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in
connection with the proposed sale; provided, that such holder may waive any of the delivery or timing requirements
set forth in this sentence. Subject to the foregoing, each of the Controlling Class Representative, the Serviced Companion
Loan holder,


 






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any
Serviced B Note holder or any representative thereof shall be permitted to submit an offer at any sale of a Loan Pair.


 


Notwithstanding anything
contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested
Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust) designate an independent third
party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans
similar to the subject mortgage loan, that has been selected with reasonable care by the Trustee to determine if such cash offer
constitutes a fair price for such mortgage loan. If the Trustee designates such a third party to make such determination, the Trustee
shall be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection
reports and broker opinions of value incurred by any such third party pursuant to this paragraph shall be covered by, and shall
be reimbursable from, the Collection Account, to the extent of the pro rata portion allocable to the related Mortgage Loan,
and the related Custodial Account, to the extent of the applicable portion allocable to the related Serviced Companion Loan in
accordance with the related Intercreditor Agreement; provided, that, the Trustee shall not engage a third party expert whose
fees exceed a commercially reasonable amount as determined by the Trustee.


 


(j)            Notwithstanding
anything to the contrary herein, any purchase of a Defaulted Loan pursuant to this Section 9.17 will remain subject
to the cure and purchase rights of, in each case if applicable, the holder of any related Serviced B Note or Serviced
Companion Loan as set forth in the related Intercreditor Agreement and any holder of a related mezzanine loan as set forth in
the related mezzanine loan intercreditor agreement. The Special Servicer shall determine the price to be paid in accordance
with the terms of the Intercreditor Agreement or the related mezzanine loan intercreditor agreement in connection with any
such purchase rights in favor of the holder of the related Serviced B Note, Serviced Companion Loan or mezzanine loan, as
applicable, and shall provide such notices to the holder of the related Serviced B Note, Serviced Companion Loan or mezzanine
loan, as applicable, as are required by the Intercreditor Agreement or the related mezzanine loan intercreditor agreement, as
the case may be, in connection with each such holders’ purchase rights.


 






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Section 9.18     A/B
Whole Loans. The parties acknowledge that other than with respect to the Hammond Square B Note, the Special Servicer shall
not be entitled or required to exercise the rights and powers granted to any “Note B Holder” as defined under the
related Intercreditor Agreement. Subject to Section 10.3, when (i) any A Note or Serviced B Note under any A/B Whole Loan,
(ii) any Serviced Pari Passu Mortgage Loan or Serviced Companion Loan under any Loan Pair, or (iii) any Mortgage Loan with any
related mezzanine loan, as applicable, constitutes a Specially Serviced Mortgage Loan, the Special Servicer shall be entitled
to exercise the rights and powers granted under the related Intercreditor Agreement or mezzanine loan intercreditor agreement
that the Master Servicer would be entitled to exercise under Section 8.3(j) hereof with respect to the related A Note,
Serviced Pari Passu Mortgage Loan, Mortgage Loan or, with respect to the Hammond Square A/B Whole Loan, the Hammond Square B Note,
as applicable.


 


Section 9.19     Reserved.


 


Section 9.20     Merger
or Consolidation. Any Person into which the Special Servicer may be merged or consolidated, or any Person resulting from any
merger, conversion, other change in form or consolidation to which the Special Servicer shall be a party, or any Person succeeding
to the business of the Special Servicer, shall be the successor of the Special Servicer hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto; provided, that the Special Servicer shall have
provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any
such NRSRO evidencing interests in any Serviced Companion Loan or Serviced B Note; provided, further, that the successor
or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for
so long as, the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling
and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Depositor or the depositor under such
Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not
be unreasonably delayed or withheld). If the conditions to the proviso in the foregoing sentence are not met, the Trustee may
terminate the Special Servicer’s servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to
be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the
merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a
merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the
merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(g), or obtain the consent
of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.




 


Section 9.21     Resignation
of Special Servicer.


 


(a)          Except
as otherwise provided in this Section 9.21, the Special Servicer shall not resign from the obligations and duties hereby
imposed on it unless it determines that the Special Servicer’s duties hereunder are no longer permissible under applicable
law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination
permitting the resignation of the Special Servicer shall be evidenced by an opinion


  






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of
counsel to such effect delivered to the Master Servicer, the Controlling Class Representative (during any Subordinate Control
Period and any Collective Consultation Period) and the Trustee. In connection with any such resignation, the successor special
servicer shall either: (i) during any Subordinate Control Period, be appointed by the Controlling Class Representative in accordance
with the first (1st) paragraph of Section 9.30(c); or (ii) during any Collective Consultation Period or any
Senior Consultation Period, be appointed by the Trustee and, during any Collective Consultation Period, be reasonably acceptable
to the Controlling Class Representative, and otherwise satisfy the requirements for a successor Special Servicer set forth in
Section 9.30(g); provided that in either case the Trustee shall have provided each Rating Agency and each other
NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or Serviced B
Note with a Rating Agency Communication with respect to the replacement of the existing Special Servicer with the proposed successor.
Notice of such resignation shall be given promptly by the Special Servicer to the other parties to this Agreement. The Special
Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 9.21(a).
Notwithstanding the foregoing, if the Special Servicer shall cease to serve as such in accordance with this Section 9.21(a)
and a successor servicer shall not have been engaged (or, if applicable in the case of an A/B Whole Loan or Loan Pair, shall
not have been appointed by a related Loan-Specific Directing Holder and engaged or, otherwise during any Subordinate Control Period,
shall not have been appointed by the Controlling Class Representative and engaged), the Trustee or an agent of the Trustee shall
assume the duties and obligations of the Special Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes
the duties and obligations of the Special Servicer pursuant to this Section 9.21(a), the Trustee or such agent shall be
permitted to resign as special servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth
(4th) preceding sentence above.


 


(b)          The
Special Servicer may resign from the obligations and duties hereby imposed on it, upon thirty (30) days’ notice to the Depositor,
the Trust Advisor, the Trustee, the Custodian and the Certificate Administrator; provided that (i) a successor special
servicer (A) is available, (B) during any Subordinate Control Period, is acceptable to or has been appointed by the Controlling
Class Representative, (C) during any Collective Consultation Period, is reasonably acceptable to the Controlling Class Representative,
the Depositor, and the Trustee, (D) during any Senior Consultation Period, is reasonably acceptable to the Depositor and the Trustee,
(E) is willing to assume the obligations, responsibilities and covenants to be performed hereunder by the Special Servicer on
substantially the same terms and conditions, and for not more than equivalent compensation as that herein provided (unless a successor
cannot be found for existing compensation), and (F) otherwise satisfies the requirements for a successor Special Servicer set
forth in Section 9.30(g), (ii) the successor special servicer has a net worth of at least $15,000,000, (iii)(A)(x) such
successor special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by KBRA within
the twelve (12) month period prior to the date of determination, and KBRA has not downgraded or withdrawn the then current rating
on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as special servicer of such commercial mortgage securities as the sole or a material reason for such
downgrade or withdrawal (or placement on watch) or (y) if such successor special servicer is not acting as special servicer in
a commercial mortgage loan securitization that was rated by KBRA in such twelve (12) month period, then such Rating Agency shall
have provided a Rating Agency 


 



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Confirmation;
(B)(x) such successor special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated
by an NRSRO within the twelve (12) month period prior to the date of determination and (y) Morningstar has not qualified, downgraded
or withdrawn the then-current rating or ratings of one or more classes of certificates issued in connection with such securitization
citing servicing concerns with such successor special servicer as the sole or material factor in such rating action; and (C) (x)
the successor special servicer confirms in writing that it was appointed to act as the special servicer on a transaction level
basis on the closing date of a commercial mortgage loan securitization with respect to which Moody’s rated one or more classes
of certificates and one or more of such classes of certificates are still outstanding and rated by Moody’s and (y) Moody’s
has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities in any other commercial mortgage-backed securities transaction serviced by the applicable servicer prior to the
time of determination; and (iv) the resigning Special Servicer shall have provided each Rating Agency with a Rating Agency Communication
with respect to such resignation. Any costs of such resignation and of obtaining a replacement Special Servicer and of transfer
of servicing shall be borne by the Special Servicer and shall not be an expense of the Trust.


 


(c)          No
such resignation under paragraph (a) or (b) above shall become effective unless and until such successor Special
Servicer enters into an agreement with the other parties hereto assuming the obligations and responsibilities of the Special Servicer
hereunder in form and substance reasonably satisfactory to the Trustee.


 


(d)          If
the Special Servicer resigns under this Section 9.21, it shall continue to have rights to any and all compensation, indemnification,
reimbursement of Advances and any other amounts due to the Special Servicer hereunder which were earned, accrued or expended prior
to termination.


 


Section
9.22     Assignment or Delegation of Duties by Special Servicer. The Special Servicer shall have
the right without the prior written consent of the Trustee to (A) delegate or subcontract with or authorize or appoint
anyone, or delegate certain duties to other professionals such as attorneys and appraisers, as an agent of the Special
Servicer or Sub-Servicers (as provided in Section 9.3) to perform and carry out any duties, covenants or obligations
to be performed and carried out by the Special Servicer hereunder or (B) assign and delegate all of its duties hereunder. In
the case of any such assignment and delegation in accordance with the requirements of clause (A) of this Section, the
Special Servicer shall not be released from its obligations under this Agreement. In the case of any such assignment and
delegation in accordance with the requirements of clause (B) of this Section, the Special Servicer shall be released
from its obligations under this Agreement, except that the Special Servicer shall remain
liable for all liabilities and obligations incurred by it as the Special Servicer hereunder prior to the satisfaction of the following
conditions: (i) the Special Servicer gives the Depositor, the Master Servicer, the Certificate Administrator, the 17g-5 Information
Provider, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period)
and the Trustee notice of such assignment and delegation; (ii) such purchaser or transferee accepting such assignment and delegation
executes and delivers to the other parties hereto an agreement accepting such assignment, which contains an assumption by


 






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 such
Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Special Servicer, with like effect
as if originally named as a party to this Agreement; (iii) the purchaser or transferee has a net worth in excess of $15,000,000
and otherwise satisfies the requirements for a successor Special Servicer set forth in Section 9.30(g); (iv) the Special
Servicer shall have provided to each Rating Agency a Rating Agency Communication with respect to such assignment and delegation;
(v) during any Subordinate Control Period and any Collective Consultation Period, the Controlling Class Representative consents
to such assignment and delegation, such consent not to be unreasonably withheld during any Collective Consultation Period; (vi)
the Depositor consents to such assignment and delegation, such consent not to be unreasonably withheld and (vii)(A)(x) the successor
special servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s and
a commercial mortgage loan securitization that was rated by KBRA, in each case within the twelve (12) month period prior to the
date of determination, and neither KBRA nor Moody’s has downgraded or withdrawn the then current rating on any class of
commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such
special servicer as special servicer of such commercial mortgage securities, as applicable, as the sole or a material reason for
such downgrade or withdrawal (or placement on watch) or (y) if such successor special servicer is not acting as special servicer
in a commercial mortgage loan securitization that was rated by KBRA and/or Moody’s in such twelve (12) month period, then
such Rating Agency shall have provided a Rating Agency Confirmation; and (B)(x) such successor special servicer is acting special
servicer in a commercial mortgage loan securitization that was rated by an NRSRO within the twelve (12) month period prior to
the date of determination and (y) Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings of
one or more classes of certificates citing servicing concerns with such successor special servicer as the sole or material factor
in such rating action. Notwithstanding the above, the Special Servicer may appoint Sub-Servicers in accordance with Section
9.4 hereof.


 


Section 9.23     Limitation
on Liability of the Special Servicer and Others.


 


(a)           Neither
the Special Servicer nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Special Servicer
shall be under any liability to the Certificateholders, any other party to this Agreement, the Underwriters, the Initial Purchasers,
the holder of any Serviced B Note or the holder of any Serviced Companion Loan for any action taken or for refraining from the
taking of any action in good faith and using reasonable business judgment; provided that this provision shall not protect
the Special Servicer or any such person against any breach of a representation or warranty contained herein or any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or
by reason of negligent disregard of obligations and duties hereunder. The Special Servicer and any Affiliate, director, officer,
employee, member, manager or agent of the Special Servicer may rely in good faith on any document
of any kind prima facie properly executed and submitted by any Person (including, without limitation, the information and reports
delivered by or at the direction of the Master Servicer or any Affiliate, director, officer, employee, member, manager or agent
of the Master Servicer) respecting any matters arising hereunder. The Special Servicer shall not be under any obligation to appear
in, prosecute or defend any legal action which is not incidental to its duties to service the Specially Serviced Mortgage Loans
in accordance with this Agreement; provided that the Special Servicer may in its sole discretion undertake any such action
which it may


 






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reasonably
deem necessary or desirable in order to protect the interests of the Certificateholders, the holder of any Serviced B Note, the
holder of any Serviced Companion Loan and the Trustee in the Specially Serviced Mortgage Loans, or shall undertake any such action
if instructed to do so by the Trustee. In such event, all legal expenses and costs of such action (other than those that are connected
with the routine performance by the Special Servicer of its duties hereunder) shall be expenses and costs of the Trust, and the
Special Servicer shall be entitled to be reimbursed therefor as a Servicing Advance, together with interest thereon, as provided
by Section 5.2 hereof.


 


(b)          In
addition, the Special Servicer shall have no liability with respect to, and shall be entitled to conclusively rely on as to the
truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Special
Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer,
nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment
made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining
the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall
be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within
the discretion, rights or powers conferred upon it by this Agreement. The Special Servicer shall be entitled to rely on reports
and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm
the accuracy of any such report or information unless otherwise required hereunder.


 


(c)          The
Special Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust
shall indemnify and hold harmless the Special Servicer from any and all claims, liabilities, costs, charges, fees or other expenses
which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable
from the party committing such breach.


 


(d)          Except
as otherwise specifically provided herein:


 


(i)          the
Special Servicer may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate,
certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document reasonably believed or in good faith believed by it to be genuine and to have been signed or presented
by the proper party or parties;


 


(ii)        the
Special Servicer may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization
and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such
advice or opinion of counsel; and


 


(iii)       the
Special Servicer, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon
any information (financial or



 






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other),
statement, certificate, document, agreement, covenant, notice, request or other paper reasonably believed or in good faith believed
by it to be genuine.


 


(e)            The
Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified
by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against
any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with any legal action relating to the Master Servicer’s, the Trustee’s, the
Certificate Administrator’s or the Custodian’s, as the case may be, respective willful misfeasance, bad faith or negligence
in the performance of its respective duties hereunder or by reason of negligent disregard by such Person of its respective duties
hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the
performance of any of the Special Servicer’s duties hereunder or by reason of negligent disregard of the Special Servicer’s
obligations and duties hereunder. The Special Servicer shall promptly notify the Master Servicer, the Trustee, the Certificate
Administrator and the Custodian, if a claim is made by a third party entitling the Special Servicer to indemnification hereunder,
whereupon the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim
was made in connection with its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate
Administrator or the Custodian shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise,
unless the interest of the Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced
thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination, removal or resignation
of the Special Servicer. Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian,
as the case may be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s,
the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement
from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification
payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party
so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the conduct
of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable or such
indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.


 


Section 9.24     Indemnification;
Third-Party Claims.


 


(a)          The
Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special
Servicer Indemnified Parties”) shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any
Serviced Companion Loans and any Serviced B Notes (including REO Loans), against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer
Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced
Companion Loans, any Serviced B Notes, any REO Property or the Certificates or any exercise of any right under this


 







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Agreement
reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer
in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling
Class Representative, any Loan-Specific Directing Holder or the Master Servicer pursuant to any provision of this Agreement or
the applicable Intercreditor Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members,
managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’
fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in
the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability
or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant
to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement;
(C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach
on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal
action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on
the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations
or duties.


 


Except as provided in
the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case
of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or grantor trust formed
hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or provisions
relating to the grantor trust or the actual payment of any REMIC tax or grantor trust tax or expense with respect to any REMIC
or grantor trust formed hereunder) shall be paid out of collections on, and other proceeds of, the Mortgage Loans and the Hammond
Square B Note as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any Serviced B Note
(other than the Hammond Square B Note); provided, that any such indemnification paid out of collections on, or other proceeds
of, the Hammond Square Mortgage Loan and the Hammond Square B Note shall be paid in the relative proportions, and from the sources,
provided for in the applicable Intercreditor Agreement. In the case of any such Special Servicer Losses that do not relate primarily
to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any
tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:


 


(1)           if
such Special Servicer Losses relate to a Loan Pair, then (subject to the related Intercreditor Agreement) such indemnification
shall be paid (x) first, out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan and Serviced Companion
Loan, in the relative proportions, and from the sources, provided for in the applicable Intercreditor Agreement and (y) if the
collections and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the Special
Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections on,
and other proceeds of, the Mortgage Loans as a whole; and




 






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(2)           if
such Special Servicer Losses relate to any A/B Whole Loan, then (subject to the related Intercreditor Agreement) such indemnification
shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections on, and
other proceeds of such A/B Whole Loan, and (y) if the collections and proceeds described in subclause (x) of this clause
(2) are not sufficient to so indemnify the Special Servicer Indemnified Parties on a current basis, then the balance of such
indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole.


 


With respect to any Specially
Serviced Mortgage Loan, the Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to
the Trustee) and the Trust shall pay, from amounts on deposit in the Collection Account pursuant to Section 5.2, all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. The Master Servicer shall promptly make from the Collection Account (and, if and to
the extent that the amount due shall be paid from collections on, and other proceeds of, any Serviced Companion Loan or any Serviced
B Note, as set forth above, out of the related Custodial Account) any payments certified by the Special Servicer to the Master
Servicer, the Trustee and the Certificate Administrator as required to be made to the Special Servicer pursuant to this Section
9.24.


 


(b)          The
Special Servicer agrees to indemnify the Trust, and each other party to this Agreement and any director, officer, member, manager,
employee or agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that such person may
sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the performance of duties hereunder
or by reason of negligent disregard of obligations and duties hereunder by the Special Servicer. The Trustee, the Depositor, the
Certificate Administrator, the Custodian, the Trust Advisor or the Master Servicer shall immediately notify the Special Servicer
if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust
or the Trustee, the Depositor, the Certificate Administrator, the Custodian, the Trust Advisor or the Master Servicer, as the
case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such claim (with counsel
reasonably satisfactory to the Trustee, the Depositor, the Certificate Administrator, the Custodian, the Trust Advisor or the
Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify
the Special Servicer shall not affect any rights the Trust or the Trustee, the Depositor, the Certificate Administrator, the Custodian,
the Trust Advisor or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer’s
defense of such claim is materially prejudiced thereby. Any expenses incurred or indemnification payments made by the Special
Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction
makes a final, non-appealable judgment that the conduct of the Special Servicer was not culpable or such indemnifying party was
found to not have acted with willful misfeasance, bad faith or negligence.






 






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(c)          The
indemnification provided in Sections 9.24(a) and 9.24(b) shall survive the termination of this Agreement and the
termination or resignation of the Special Servicer, the Certificate Administrator, the Custodian, the Trust Advisor, the Master
Servicer or the Trustee.


 


(d)          Any
Non-Serviced Mortgage Loan Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of such Non-Serviced
Mortgage Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trust’s pro rata share
of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing
Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the related
Non-Serviced Companion Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred
by reason of any Non-Serviced Mortgage Loan Special Servicer’s willful misfeasance, bad faith or negligence in the performance
of its duties under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


Section 9.25     Reserved.


 


Section 9.26     Special
Servicer May Own Certificates. The Special Servicer or any agent of the Special Servicer in its individual capacity or in any
other capacity may become the owner or pledgee of Certificates with the same rights as it would have if they were not the Special
Servicer or such agent. Any such interest of the Special Servicer or such agent in the Certificates shall not be taken into account
when evaluating whether actions of the Special Servicer are consistent with its obligations in accordance with the Servicing Standard
regardless of whether such actions may have the effect of benefiting the Class or Classes of Certificates owned by the Special
Servicer.


 


Section 9.27     Tax Reporting.
The Special Servicer shall provide the necessary information to the Master Servicer to allow the Master Servicer to comply
with the Mortgagor tax reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code with respect to any Specially
Serviced Mortgage Loan and any REO Property. The Special Servicer shall provide to the Master Servicer copies of any such reports.
The Master Servicer shall forward such reports to the Certificate Administrator.


 


Section 9.28     Application
of Funds Received. It is anticipated that the Master Servicer will be collecting all payments with respect to the Mortgage
Loans, any Serviced Companion Loan and any Serviced B Note (other than payments with respect to REO Income). If, however, the
Special Servicer should receive any payments with respect to any Mortgage Loan
or the Hammond Square B Note (other than REO Income) it shall, within one (1) Business Day of receipt from the Mortgagor or otherwise
of any amounts attributable to payments with respect to or the sale of any Mortgage Loan, the Hammond Square B Note or any Specially
Serviced Mortgage Loan, if any (but not including REO Income, which shall be deposited in the applicable REO Account as provided
in Section 9.14 hereof) remit such payment or other amounts (endorsed, if applicable, to the order of the Master Servicer),
to the Master Servicer for deposit into the Collection Account. The Special Servicer shall notify the Master Servicer of each
such amount received on or before the date required for the making of such deposit or


 






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transfer,
as the case may be, indicating the Mortgage Loan, the Hammond Square B Note or the Specially Serviced Mortgage Loan to which the
amount is to be applied and the type of payment made by or on behalf of the related Mortgagor.


 


Section 9.29     Compliance
with REMIC Provisions and Grantor Trust Provisions. The Special Servicer shall act in accordance with this Agreement and the
REMIC Provisions and related provisions of the Code in order to create or maintain the status of any REMIC Pool as a REMIC and
the Grantor Trust created hereby as a grantor trust or, as appropriate, adopt a plan of complete liquidation. The Special Servicer
shall not (A) take any action or cause any REMIC Pool to take any action that could (i) endanger the status of any REMIC Pool
as a REMIC under the Code or (ii) subject to Section 9.14(e), result in the imposition of a tax upon any REMIC Pool (including,
but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) or on contributions pursuant to Section
860G(d)) or (B) take any action or cause the Grantor Trust to take any action that could (i) endanger its status as a grantor
trust, an “investment trust” under Treasury Regulations Section 301.7701-4(c), or a “domestic trust” under
Treasury Regulations Section 301.7701-7 or (ii) result in the imposition of any tax upon the Grantor Trust unless the Master Servicer
and the Certificate Administrator have received a Nondisqualification Opinion (at the expense of the party seeking to take such
action) to the effect that the contemplated action will not endanger such status or result in the imposition of such tax. The
Special Servicer shall comply with the provisions of Article XII hereof. Notwithstanding the foregoing, the Special Servicer
shall not be liable for an Adverse REMIC Event resulting from the failure of any Mortgage Loan by its terms to comply with Revenue
Procedure 2010-30 or other REMIC Provisions.


 


Section 9.30     Termination.


 


(a)          The
obligations and responsibilities of the Special Servicer created hereby (other than the obligation of the Special Servicer to make
payments to the Master Servicer as set forth in Section 9.28 and the obligations of the Special Servicer pursuant to Sections
9.3, 9.8 and 9.24 hereof) shall terminate on the date which is the earliest of (i) the later of (A) the final
payment or other liquidation of the last of the Mortgage Loans and the Hammond Square B Note remaining outstanding (and final distribution
to the Certificateholders) or, (B) the disposition of all REO Property in respect of any Specially Serviced Mortgage Loan (and
final distribution to the Certificateholders), (ii) thirty (30) days following the date on which the Trustee or the Controlling
Class Representative has given written notice to the Special Servicer that the Special Servicer is terminated pursuant to Section
9.30(b) or 9.30(c), respectively and (iii) the effective date of any resignation of the Special Servicer effected pursuant
to and in accordance with Section 9.21.


 


(b)            The
Trustee may (and, if holders of Certificates representing more than 25% of the aggregate Voting Rights of all Certificates so direct
the Trustee (or, with respect to the Hammond Square A/B Whole Loan, the related Loan-Specific Directing Holder), shall) terminate
the Special Servicer if any of the following have occurred and are continuing or have not been cured:




 






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(i)          the
Special Servicer has failed to remit any amount required to be remitted to the Master Servicer within one (1) Business Day following
the date such amount was required to have been remitted under the terms of this Agreement;


 


(ii)         the
Special Servicer has failed to deposit into any account any amount required to be so deposited or remitted under the terms of this
Agreement which failure continues unremedied for one (1) Business Day following the date on which such deposit or remittance was
first required to be made;


 


(iii)        the
Special Servicer has failed to duly observe or perform in any material respect any of the other covenants or agreements of the
Special Servicer set forth in this Agreement (other than if and for so long as the Trust or a trust created pursuant to an Other
Companion Loan Pooling and Servicing Agreement is subject to the reporting requirements of the Exchange Act, the duties, covenants
or agreements set forth in Article XIII to the extent described in Section 9.30(b)(ix)), and the Special Servicer has failed
to remedy such failure within thirty (30) days after written notice of such failure, requiring the same to be remedied, shall have
been given to the Special Servicer by the Depositor or the Trustee; provided such cure period may be extended to the extent
necessary to permit the Special Servicer to cure such failure if (A) the Special Servicer certifies to the Trustee and the Depositor
that the Special Servicer is in good faith attempting to remedy such failure, and (B) the Certificateholders would not be materially
and adversely affected thereby; provided, that such cure period may not exceed 90 days;


 


(iv)        the
Special Servicer has made one or more false or misleading representations or warranties herein that materially and adversely affects
the interest of any Class of Certificates, and has failed to cure such breach within thirty (30) days after notice of such breach,
requiring the same to be remedied, shall have been given to the Special Servicer by the Depositor or the Trustee, provided
such cure period may be extended to the extent necessary to permit the Special Servicer to cure such failure if (A) the Special
Servicer certifies to the Trustee and the Depositor that the Special Servicer is in good faith attempting to remedy such failure,
and (B) the Certificateholders shall not be materially and adversely affected thereby; provided that such cure period may
not exceed 90 days;


 


(v)         a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Special Servicer and such
decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(vi)        the
Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Special Servicer
or of or relating to all or substantially all of its property;




 






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(vii)       the
Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations, or take any corporate action in furtherance of the foregoing;


 


(viii)      (a)
Moody’s or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or
one or more classes of securities backed by a Serviced B Note or Serviced Companion Loan (if such Rating Agency has been engaged
by the applicable Other Depositor to rate such securities) or (B) placed one or more Classes of Certificates or one or more classes
of securities backed by a Serviced B Note or Serviced Companion Loan (if such Rating Agency has been engaged by the applicable
Other Depositor to rate such securities) on “watch status” in contemplation of a ratings downgrade or withdrawal (and,
in the case of either of clauses (A) or (B), such qualification, downgrade, withdrawal or “watch status”
placement shall not have been withdrawn by Moody’s or KBRA, as applicable, within sixty (60) days) and, in the case of either
of clauses (A) or (B), Moody’s or KBRA, as applicable, publicly cited servicing concerns with the Special Servicer
as the sole or material factor in such rating action or (b)(A) the Special Servicer has failed to maintain a ranking by Morningstar
equal to or higher than “MOR CS3” as a special servicer and such ranking is not reinstated within sixty (60) days of
actual knowledge of such event by the Special Servicer (if the Special Servicer has or had a Morningstar ranking on or after the
Closing Date) or (B) if the Special Servicer has not been ranked by Morningstar on or after the Closing Date, Morningstar has (1)
qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of securities
backed by a Serviced B Note or Serviced Companion Loan (if Morningstar has been engaged by the applicable Other Depositor to rate
such securities) or (2) within the prior twelve (12) months, placed one or more Classes of Certificates or one or more classes
of securities backed by a Serviced B Note or Serviced Companion Loan (if Morningstar has been engaged by the applicable Other Depositor
to rate such securities) on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either
of clauses (A) or (B), has publicly cited servicing concerns with the Special Servicer as the sole or material factor in such rating
action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by Morningstar
within sixty (60) days of such event);


 


(ix)         if,
and for so long as the Trust or a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement is subject
to the reporting requirements of the Exchange Act, the Special Servicer, or any Servicing Function Participant appointed by the
Special Servicer, shall fail to comply with any of its obligations under Article XIII of this Agreement; or


 


(x)          if,
and for so long as the Trust or a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement (other
than any Non-Serviced Mortgage
Loan Pooling and Servicing Agreement) is subject to the reporting requirements of the Exchange Act, the Special Servicer
shall fail to terminate, on the same terms and conditions as those set forth in Section 8.4 for a Sub-Servicer of the Master
Servicer, any Sub-Servicer appointed by the Special Servicer. 


 






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Such termination shall
be effective on the date that the Trustee specifies in a written notice to the Special Servicer that the Special Servicer is terminated
due to the occurrence of one of the foregoing events and the expiration of any applicable cure period or grace period specified
above for such event. During any Subordinate Control Period, the Controlling Class Representative shall have the right to appoint
a successor Special Servicer if the Trustee terminates the existing Special Servicer.


 


With respect to any Loan
Pair, if any event described clauses 9.30(b)(i)-(x) has occurred that affects the holder of the related Serviced Companion Loan,
such holder shall have the right to direct the Trustee to terminate the Special Servicer under this Agreement solely with respect
to such Loan Pair.


 


Any event described in
clauses (i) through (viii) of the first (1st) sentence of the first paragraph of this subsection (b)
may be waived by the Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates
(except a default in making any required deposits to or payments from the Collection Account or the Distribution Account or in
remitting payments as received, in each case in accordance with this Agreement).


 


(c)            During
any Subordinate Control Period, the Controlling Class Representative shall have the right to terminate the Special Servicer at
any time, with or without cause, and the Controlling Class Representative shall have the right to, and shall, appoint a successor
Special Servicer meeting the requirements of Section 9.30(g), who shall execute and deliver to the other parties hereto
an agreement, in form and substance reasonably satisfactory to the Trustee, whereby the successor Special Servicer agrees to assume
and perform punctually the duties of the Special Servicer specified in this Agreement; provided that the Trustee shall have
provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in
any Serviced Companion Loan or Serviced B Note with a Rating Agency Communication prior to the termination of the Special Servicer;
provided, further, that the Excluded Special Servicer shall not be subject to termination
pursuant to this Section 9.30(c). The Special Servicer shall not be terminated pursuant to this paragraph until a
successor Special Servicer shall have been appointed. The Controlling Class Representative shall pay any costs and expenses incurred
by the Trust in connection with the removal and appointment of a Special Servicer pursuant to this paragraph (unless such removal
is based on any of the events or circumstances set forth in Section 9.30(b)). Notwithstanding anything to the contrary in
this Agreement, no successor Special Servicer appointed by the Controlling Class Representative pursuant to Section 9.21(a),
Section 9.30(b) or this Section 9.30(c) will be required to meet any net worth requirements.


 


During any Collective
Consultation Period and any Senior Consultation Period, upon (i) the written direction of Holders of Certificates evidencing not
less than 25% of the aggregate Voting Rights of the Certificates requesting a vote to terminate and replace the Special Servicer
with a proposed successor Special Servicer meeting the requirements of Section 9.30(g), (ii)
payment by such Holders to the Certificate Administrator and/or the Trustee of the reasonable fees and expenses to be incurred
by the Certificate Administrator and/or the Trustee in connection with administering such vote and (iii) delivery by, and at the
expense of, such Holders to each Rating Agency (with a copy to the Certificate Administrator and the Trustee) of a Rating Agency
Communication with respect to the termination of the existing Special Servicer


 






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 and the replacement thereof with the proposed successor,
the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders by posting such notice on
its internet website and by mailing such notice to their addresses appearing in the Certificate Register. Upon the written direction
of Holders of Certificates evidencing at least 75% of the aggregate Voting Rights of the Certificates, the Trustee shall terminate
all of the rights and obligations of the Special Servicer under this Agreement, and the proposed successor Special Servicer shall
succeed to the duties of the Special Servicer all as if a removal and replacement were occurring pursuant to Section 9.30(b)
and Section 9.31; provided that if such written direction is not provided within 180 days of the initial request
for a vote to terminate and replace the Special Servicer, then such written direction shall have no force and effect. The provisions
set forth in the foregoing sentences of this paragraph shall be binding upon and inure to the benefit of solely the Certificateholders
and the Trustee as between each other. The Special Servicer shall not have any cause of action based upon or arising from any
breach or alleged breach of such provisions. As between the Special Servicer, on the one hand, and the Certificateholders, on
the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the termination
of the Special Servicer. The Holders of the Certificates that initiated the vote to replace the Special Servicer shall pay the
costs and expenses incurred in connection with the removal and replacement of the Special Servicer pursuant to this paragraph.


 


In addition, during any
Senior Consultation Period, if the Trust Advisor determines that the Special Servicer is not performing its duties in accordance
with the Servicing Standard, the Trust Advisor may recommend the replacement of the Special Servicer. In such event, the Trust
Advisor shall deliver to the Trustee and Certificate Administrator, with a copy to the Special Servicer, a written recommendation
(along with the relevant information justifying its recommendation) of a suggested replacement special servicer. The Certificate
Administrator shall notify each Certificateholder of the recommendation and post it on the Certificate Administrator’s Website.
The replacement of the Special Servicer based on the Trust Advisor’s recommendation must be confirmed by an affirmative vote
of the Holders of Principal Balance Certificates evidencing greater than 50% of the aggregate Voting Rights of all Principal Balance
Certificates on an aggregate basis; provided that if a proposed termination and replacement of the Special Servicer following
the initial recommendation of the Trust Advisor is not consummated within 180 days following the initial recommendation of the
Trust Advisor, then the proposed termination and replacement shall have no further force and effect. If the Holders of such Principal
Balance Certificates elect to remove and replace the Special Servicer, the Trustee shall provide to each Rating Agency a Rating
Agency Communication at that time. If the successor special servicer agrees to be bound by the terms of this Agreement, the Trustee
shall terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint the successor special
servicer approved by the Certificateholders, provided such successor special servicer satisfies the requirements of Section
9.30(g), subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement
of Advances and other rights set forth in this Agreement which survive termination. The reasonable costs and expenses associated
with the Trust Advisor’s identification of a replacement special servicer, providing the Rating Agency Communications and
administering the vote of the applicable Principal Balance Certificates will be an Additional Trust Expense. In any case, the
Trustee shall notify the outgoing Special Servicer promptly of the effective date of its termination.


 






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(d)          Notwithstanding
any of the foregoing to the contrary, the holder of a Serviced Companion Loan or Serviced B Note or its designee, to the extent
set forth in the related Intercreditor Agreement and only for so long as it is the related Loan-Specific Directing Holder, shall
have the sole right to terminate the Special Servicer with respect to the related Loan Pair or A/B Whole Loan, as applicable, without
cause upon the appointment and acceptance of such appointment by a successor to the Special Servicer; provided that, if
such holder of the related Serviced Companion Loan or Serviced B Note or its designee so terminates the Special Servicer, such
holder of that Serviced Companion Loan or Serviced B Note or its designee shall appoint a successor Special Servicer who will (i)
in the case of the related Loan Pair or A/B Whole Loan, be reasonably satisfactory to the Trustee and to the Depositor; and (ii)
execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, whereby the successor
Special Servicer agrees to assume and perform punctually the duties of the Special Servicer specified in this Agreement; and provided,
further, that the Trustee shall provide to each Rating Agency a Rating Agency Communication prior to the termination of
the Special Servicer. The Special Servicer shall not be terminated pursuant to this Section 9.30(d) until a successor Special
Servicer shall have been appointed. The holder of the applicable Serviced Companion Loan or Serviced B Note or its designee shall
pay any costs and expenses incurred by the Trust in connection with the removal and appointment of a Special Servicer pursuant
to this paragraph (unless such removal is based on any of the events or circumstances set forth in Section 9.30(b)). If
the holder of a Serviced Companion Loan or Serviced B Note or its designee terminates the Special Servicer with respect to the
related Loan Pair or A/B Whole Loan, as applicable, and appoints a successor special servicer with respect to such Loan Pair or
A/B Whole Loan, as applicable, then the Controlling Class Representative (or the Holders of the applicable percentage of Certificates)
shall not have the right to terminate any such successor special servicer without cause until the holder of the related Serviced
Companion Loan or Serviced B Note or its designee is no longer the Loan-Specific Directing Holder with respect to such Loan Pair
or A/B Whole Loan, as applicable.


 


(e)          Notwithstanding
anything to the contrary contained in this Section 9.30, with respect to any Excluded Special Servicer Mortgage Loan, the
Special Servicer, upon having actual knowledge that it has become a Borrower Party, shall resign with respect to such Excluded
Special Servicer Mortgage Loan. During any Subordinate Control Period, if the Excluded Special Servicer Mortgage Loan is not also
an Excluded Mortgage Loan, the Controlling Class Representative shall be entitled to appoint (and replace with or without cause)
the Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer Mortgage
Loan in accordance with this Agreement. If such Excluded Special Servicer Mortgage Loan is also an Excluded Mortgage Loan, the
largest Controlling Class Certificateholder (by Certificate Balance) that is not an Excluded Controlling Class Holder shall be
entitled to appoint (and replace with or without cause) the Excluded Special Servicer for the related Excluded Special Servicer
Mortgage Loan in accordance with this Agreement. During any Collective Consultation Period, the largest Controlling Class Certificateholder
that is not an Excluded Controlling Class Certificateholder shall have the right to appoint the Excluded Special Servicer.
If a Subordinate Control Period is not in effect, neither the Controlling Class Representative nor any other Controlling Class
Certificateholder shall be entitled to remove or replace the Excluded Special Servicer with respect to any Excluded Special Servicer
Mortgage Loan; however, during any Collective Consultation Period, the largest Controlling Class


 






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 Certificateholder that is not
an Excluded Controlling Class Holder shall be entitled to appoint the Excluded Special Servicer.


 


During any Senior Consultation
Period, upon resignation of the Special Servicer with respect to an Excluded Special Servicer Mortgage Loan, or at any time that
each Controlling Class Certificateholder is an Excluded Controlling Class Holder, the Certificate Administrator shall, at the expense
of the Trust, 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 total
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 thirty (30) days after the Special Servicer has provided its written notice of resignation, the
Certificate Administrator shall provide written notice to the resigning Special Servicer that such Excluded Special Servicer has
not been appointed and such resigning Special Servicer shall appoint a successor Excluded Special Servicer.


 


In connection with any
resignation of the Special Servicer as described in the preceding two paragraphs, if any party referred to above is entitled (but
not required) to appoint the Excluded Special Servicer but does not so appoint within thirty (30) days, the resigning Special Servicer
shall appoint the Excluded Special Servicer.


 


The resigning Special
Servicer shall not have any liability for the identity 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 Special Servicer Indemnified Parties shall be indemnified and held harmless out of the proceeds of the Mortgage Loans,
any Serviced Companion Loans and any Serviced B Notes (including REO Loans), against any and all Special Servicer Losses incurred
in connection with any legal action 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 an Excluded Special Servicer Mortgage Loan prior to it becoming a Excluded
Special Servicer Mortgage Loan is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged
Property becoming REO Property) with respect to an Excluded Special Servicer Mortgage Loan, (1) the related Excluded Special Servicer
shall resign with respect to the related Mortgage Loan, (2) the related Mortgage Loan shall no longer be an Excluded Special Servicer
Mortgage Loan, (3) such Special Servicer shall become the Special Servicer again for such related Mortgage Loan, (4) such original
Special Servicer shall be entitled to all Special Servicer Compensation with respect to such Mortgage Loan earned during such time
on and after such Mortgage Loan is no longer an Excluded Special Servicer Mortgage Loan and (5) the related Excluded Special Servicer
shall immediately forward the servicing file or any part thereof (to the extent in its possession) to the Special Servicer.


 


The Excluded Special
Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Mortgage Loan and
shall be entitled to all Special Servicer Compensation with respect to such Excluded Special Servicer Mortgage Loan


 






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earned
during such time as the related Mortgage Loan is an Excluded Special Servicer Mortgage Loan.


 


(f)           If
a separate special servicer is appointed or remains in place with respect to a Loan Pair or an A/B Whole Loan at the request of
the Loan-Specific Directing Holder of such Loan Pair or A/B Whole Loan, at the request of a Serviced Companion Loan holder or in
respect of any Excluded Special Servicer Mortgage Loan, as applicable, in accordance with Section 9.30(b), Section 9.30(c),
Section 9.30(d), Section 9.30(e) or otherwise (any such separate special servicer for a Loan Pair, A/B Whole Loan
or Excluded Special Servicer Mortgage Loan, a “Loan-Specific Special Servicer”), such that there are multiple
parties acting as Special Servicer hereunder, then, unless the context clearly requires otherwise: (i) when used in the context
of imposing duties and obligations on the Special Servicer hereunder or the performance of such duties and obligations, the term
“Special Servicer” shall mean the related Loan-Specific Special Servicer, insofar as such duties and obligations
relate to a Loan Pair, A/B Whole Loan or Excluded Special Servicer Mortgage Loan, as applicable, as to which a Loan-Specific Special
Servicer has been appointed or otherwise relates, and shall mean the Special Servicer, in all other cases; (ii) when used in the
context of identifying the recipient of any information, funds, documents, instruments and/or other items, the term “Special
Servicer” shall mean the related Loan-Specific Special Servicer, insofar as such information, funds, documents, instruments
and/or other items relate to a Loan Pair, A/B Whole Loan or Excluded Special Servicer Mortgage Loan, as applicable, as to which
a Loan-Specific Special Servicer has been appointed or otherwise relates, and shall mean the Special Servicer, in all other cases;
(iii) when used in the context of granting the Special Servicer the right to purchase all of the Mortgage Loans, the Hammond Square
B Note and any REO Properties remaining in the Trust pursuant to Section 11.1(b), the term “Special Servicer”
shall mean the Special Servicer only; (iv) when used in the context of granting the Special Servicer any protections, limitations
on liability, immunities and/or indemnities hereunder or for purposes of the duties and obligations of the Trust Advisor with respect
to the “Special Servicer,” the term “Special Servicer” shall mean each Loan-Specific Special Servicer and
the Special Servicer; and (v) when used in the context of requiring indemnification from, imposing liability on, or exercising
any remedies against, the Special Servicer for any breach of a representation or warranty hereunder or for any negligence, bad
faith or willful misconduct in the performance of duties and obligations hereunder or any negligent disregard of such duties and
obligations or otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special Servicer”
shall mean the related Loan-Specific Special Servicer or the Special Servicer, as applicable. References in this Section 9.30(f)
to “Special Servicer” mean the Person performing the duties and obligations of Special Servicer with respect to the
Mortgage Loans and the Hammond Square B Note (exclusive of each and every A/B Whole Loan and Loan Pair as to which a Loan-Specific
Special Servicer has been appointed and exclusive of the Excluded Special Servicer Mortgage Loans).


 


(g)          In
no event may a successor Special Servicer be a current or former Trust Advisor or any Affiliate of such current or former
Trust Advisor. Further, such successor must be a Person that satisfies all of the eligibility requirements applicable to
special servicers contained
in this Agreement (other than any net worth requirement during any Subordinate Control Period when the Controlling Class Representative
is appointing the successor Special Servicer in accordance with Section 9.21(a), Section 9.30(b) or Section 9.30(c))
and, if


 






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applicable,
any Intercreditor Agreement; provided, that no Rating Agency Confirmation shall be required in connection with the appointment
of any Special Servicer other than pursuant to Section 9.21(b) of this Agreement. The Special Servicer, any successor Special
Servicer and any of their respective Affiliates shall not (i) pay, or become obligated, whether by agreement or otherwise, and
whether or not subject to any condition or contingency, to pay the Trust Advisor or any Affiliate thereof any fee, or otherwise
compensate or grant monetary or other consideration to the Trust Advisor or any Affiliate thereof (x) in connection with its obligations
under this Agreement or the performance thereof or (y) in connection with the appointment of such Person as, or any recommendation
by the Trust Advisor for such Person to become, the successor Special Servicer, (ii) become entitled to receive any compensation
from the Trust Advisor (x) in connection with its obligations under this Agreement or the performance thereof or (y) in connection
with the appointment of such Person as, or any recommendation by the Trust Advisor for such Person to become, the successor Special
Servicer or (iii) become entitled to receive any fee from the Trust Advisor or any Affiliate thereof in connection with the appointment
of such Person as Special Servicer, unless, in each of the foregoing clauses (i) through (iii), such transaction has been expressly
approved by 100% of the Certificateholders.


 


(h)          If
the Special Servicer is terminated under this Agreement, it shall continue to have any indemnification rights that survive termination
and any rights to any and all compensation, reimbursement of Advances and any other amounts due to the Special Servicer hereunder
which were earned, accrued or expended prior to termination.


 


Section 9.31     Procedure
Upon Termination.


 


(a)          Notice
of any termination pursuant to clause (i) of Section 9.30(a), specifying the Distribution Date upon which the final
distribution shall be made, shall be given promptly by the Special Servicer to the Trustee and the Certificate Administrator no
later than the later of (i) five (5) Business Days after the final payment or other liquidation of the last Mortgage Loan or (ii)
the sixth (6th) day of the month in which the final Distribution Date will occur. Upon any such termination, the rights
and duties of the Special Servicer (other than the rights and duties of the Special Servicer pursuant to Sections 9.8, 9.11
(with respect to any outstanding fees earned prior to such termination), 9.21, 9.23, 9.24 and 9.28
hereof) shall terminate and the Special Servicer shall transfer to the Master Servicer the amounts remaining in each REO Account
and shall thereafter terminate each REO Account and any other account or fund maintained with respect to the Specially Serviced
Mortgage Loans.


 


(b)          On
the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section
9.30(a), all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially
Serviced Mortgage Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and
indemnification as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided,
that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer
shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such
designation, and such successor Special Servicer shall have assumed the Special Servicer’s obligations and responsibilities,
as set forth in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee
or other successor Special


 






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 Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied
the provisions that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20
hereof and otherwise complies with Section 9.30(g). The Trustee is hereby authorized and empowered to execute and deliver,
on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special
Servicer agrees to cooperate with the Trustee in effecting the termination of the Special Servicer’s responsibilities and
rights hereunder as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic
or other form reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special
Servicer’s functions hereunder and to effect the transfer to such successor for administration by it of all amounts which
shall at the time be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained
or thereafter received with respect to the Specially Serviced Mortgage Loans. On the date specified in a written notice of termination
given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all authority, power and rights of the
Special Servicer under this Agreement with respect to the applicable Serviced Pari Passu Mortgage Loan, whether such Mortgage
Loan is a Specially Serviced Mortgage Loan or otherwise, shall terminate. The Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination.


 


Section 9.32     Certain
Special Servicer Reports.


 


(a)          The
Special Servicer, for each Specially Serviced Mortgage Loan, shall provide to the Master Servicer no later than the Special Servicer
Remittance Date for each month, the CREFC® Special Servicer Loan File, in such electronic format as is mutually
acceptable to the Master Servicer and the Special Servicer and in CREFC® format. The Master Servicer may use such
reports or information contained therein to prepare its reports and the Master Servicer shall forward such reports directly to
the Depositor and the Certificate Administrator.


 


(b)          The
Special Servicer shall maintain accurate records, prepared by a Special Servicing Officer, of each Final Recovery Determination
with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced B Note, Serviced Companion Loan or REO
Property and the basis thereof. Each Final Recovery Determination shall be evidenced by an Officer’s Certificate delivered
to the Trustee, the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period),
the Trust Advisor (other than during any Subordinate Control Period), the Certificate Administrator, the Custodian and the Master
Servicer no later than the tenth (10th) Business Day following such Final Recovery Determination. The Special Servicer
shall promptly provide the Master Servicer with electronic written notice of any Final Recovery Determination with respect to any
Specially Serviced Mortgage Loan upon making such determination. The Special Servicer shall promptly provide a copy of such notice
electronically to the Trustee, the Custodian,
the Certificate Administrator (who shall promptly post a copy thereof on the Certificate Administrator’s Website pursuant
to Section 5.4) and the 17g-5 Information Provider


 






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(who
shall promptly post a copy thereof on the 17g-5 Information Provider’s Website pursuant to Section 5.7)).


 


(c)           The
Special Servicer shall provide to the Master Servicer, at the reasonable request in writing of the Master Servicer, any information
in its possession with respect to the Specially Serviced Mortgage Loans which the Master Servicer shall require in order for the
Master Servicer to comply with its obligations under this Agreement; provided that the Special Servicer shall not be required
to take any action or provide any information that the Special Servicer determines will result in any material cost or expense
to which it is not entitled to reimbursement hereunder or will result in any material liability for which it is not indemnified
hereunder. The Master Servicer shall provide the Special Servicer at the request of the Special Servicer any information in its
possession with respect to the Mortgage Loans which the Special Servicer shall require in order for the Special Servicer to comply
with its obligations under this Agreement.


 


(d)           Not
later than twenty (20) days after any calendar month end, the Special Servicer shall forward to the Master Servicer a statement
setting forth the status of each REO Account as of the close of business for such related calendar month end, stating that all
remittances required to be made by it as required by this Agreement to be made by the Special Servicer have been made (or, if any
required distribution has not been made by the Special Servicer, specifying the nature and status thereof) and showing, for the
related calendar month the aggregate of deposits into and withdrawals from each REO Account.


 


(e)           With
respect to Specially Serviced Mortgage Loans and REO Properties, the Special Servicer shall use reasonable efforts to obtain and,
to the extent obtained, to deliver electronically to the Master Servicer (and the Master Servicer shall, upon receipt, deliver
electronically to the Certificate Administrator, the 17g-5 Information Provider, the Controlling Class Representative (during any
Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor (other than during any Subordinate Control
Period)), on or before April 15 of each year, commencing with April 15, 2016, (i) copies of the prior year operating statements
and quarterly statements, if available, for each Mortgaged Property underlying a Specially Serviced Mortgage Loan or REO Property
as of its fiscal year end, provided that either the related Mortgage Note or Mortgage requires the Mortgagor to provide
such information, or if the related Mortgage Loan (or the Hammond Square B Note, as applicable) has become an REO Loan, (ii) a
copy of the most recent rent roll available for each Mortgaged Property, and (iii) a table, setting forth the Debt Service Coverage
Ratio and occupancy with respect to each Mortgaged Property covered by the operating statements delivered above; provided,
that, with respect to any Mortgage Loan that becomes a Specially Serviced Mortgage Loan prior to April 15, 2016 and for which the
items in clause (i) and (ii) above have not been delivered, the Special Servicer shall use reasonable efforts to
obtain and, to the extent obtained, deliver such items to the Master Servicer, the Certificate Administrator, the Rating Agencies
(subject to Section 5.7), the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period) and the Trust Advisor (other than during any Subordinate Control Period), as soon as possible after receipt
of such items.


 


(f)            The
Special Servicer shall deliver to the Master Servicer, the Depositor, the Certificate Administrator, the Trustee and the Custodian
all such other information with


 







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respect
to the Specially Serviced Mortgage Loans at such times and to such extent as the Master Servicer, the Trustee, the Certificate
Administrator or the Depositor may from time to time reasonably request; provided that the Special Servicer shall not be
required to produce any ad hoc non-standard written reports with respect to such Specially Serviced Mortgage Loans except
if any Person (other than the Certificate Administrator or the Trustee) requesting such report pays a reasonable fee to be determined
by the Special Servicer.


 


(g)           The
Special Servicer shall deliver electronically a written Inspection Report of each Mortgaged Property securing a Specially Serviced
Mortgage Loan in accordance with Section 9.3(b) to the Master Servicer (who shall deliver electronically such written inspection
report to the Certificate Administrator, the 17g-5 Information Provider, the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period), and the Trust Advisor (other than during any Subordinate Control Period)).


 


(h)           The
Special Servicer shall prepare a report (the “Asset Status Report”) recommending the taking of certain actions
for each Mortgage Loan and the Hammond Square B Note that becomes a Specially Serviced Mortgage Loan and deliver such Asset Status
Report, together with all information reasonably requested by the Applicable Control Party in the possession of the Special Servicer
that is reasonably necessary to make a decision regarding the Asset Status Report, to the Controlling Class Representative (during
any Subordinate Control Period and any Collective Consultation Period, except with respect to any Excluded Mortgage Loan) or any
related Loan-Specific Directing Holder (with respect to an A/B Whole Loan or a Loan Pair as to which the holder of the related
Serviced B Note or Serviced Companion Loan, as applicable, or its designee is the related Loan-Specific Directing Holder), as applicable,
and the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider and, during any Collective Consultation
Period and any Senior Consultation Period, the Trust Advisor not later than forty-five (45) days after the servicing of such Specially
Serviced Mortgage Loan is transferred to the Special Servicer. Such Asset Status Report shall set forth the following information
to the extent reasonably determinable:


 


(i)         a
summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Mortgagor;


 


(ii)        a
discussion of the legal and environmental considerations reasonably known to the Special Servicer (including without limitation
by reason of any Phase I Environmental Assessment and any additional environmental testing contemplated by Section 9.12(c)),
consistent with the Servicing Standard, that are applicable to the exercise of remedies set forth herein and to the enforcement
of any related guaranties or other collateral for the related Specially Serviced Mortgage Loan and whether outside legal counsel
has been retained;


 


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


 


(iv)       a
summary of the applicable Special Servicer’s recommended action with respect to such Specially Serviced Mortgage Loan;


 






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(v)        the
Appraised Value of the related Mortgaged Property or Mortgaged Properties, together with the assumptions used in the calculation
thereof (which the Special Servicer may satisfy by providing a copy of the most recently obtained Appraisal); and


 


(vi)       such
other information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


If (i) the Applicable
Control Party affirmatively approves in writing an Asset Status Report, (ii) after ten (10) Business Days from receipt of an Asset
Status Report, together with all information in the possession of the Special Servicer that is necessary for the Applicable Control
Party to make a decision regarding the Asset Status Report, the Applicable Control Party does not object to such Asset Status Report
or (iii) within ten (10) Business Days after receipt of an Asset Status Report, together with all information in the possession
of the Special Servicer that is necessary for the Applicable Control Party to make a decision regarding the Asset Status Report,
the Applicable Control Party objects to such Asset Status Report and the Special Servicer makes a determination in accordance with
the Servicing Standard that such objection is not in the best interest of all the Certificateholders and any holder of a related
Serviced B Note or Serviced Companion Loan, as a collective whole, then the Special Servicer shall take the recommended actions
described in the Asset Status Report. Within ten (10) Business Days after receipt of an Asset Status Report, together with all
information reasonably requested by the Applicable Control Party in the possession of the Special Servicer that is reasonably necessary
to make a decision regarding the Asset Status Report, the Applicable Control Party may object to such Asset Status Report; provided
that following the occurrence of an extraordinary event with respect to the related Mortgaged Property, or if a failure to take
any such action at such time would be inconsistent with the Servicing Standard, the Special Servicer may take actions with respect
to the related Mortgaged Property before the expiration of such ten (10) Business Day period if the Special Servicer reasonably
determines in accordance with the Servicing Standard that failure to take such action before the expiration of such ten (10) Business
Day period would materially and adversely affect the interest of the Certificateholders and the holder of any related Serviced
B Note or Serviced Companion Loan, and the Special Servicer has made a reasonable effort to contact the Applicable Control Party,
as applicable. If the Applicable Control Party objects to an Asset Status Report, together with all information reasonably requested
by the Applicable Control Party in the possession of the Special Servicer that is reasonably necessary for the Applicable Control
Party to make a decision regarding the Asset Status Report, within the above-referenced ten (10) Business Day period, then the
Special Servicer (absent a determination set forth in clause (iii) of the first sentence of this paragraph) shall revise such Asset
Status Report as soon as practicable thereafter, but in no event later than thirty (30) days after the objection to the Asset Status
Report by the Applicable Control Party. The Special Servicer shall revise such Asset Status Report as provided in the prior sentence
until the earlier of (a) the delivery by the Applicable Control Party of an affirmative approval in writing of such revised Asset
Status Report, and (b) the failure of the Applicable Control Party to disapprove such revised Asset Status Report in writing within
ten (10) Business Days of its receipt thereof. In any event, if the Applicable Control Party does not approve an Asset Status Report
within ninety (90) days from the submission of such Asset Status Report, the Special Servicer shall take such action
as directed by the Applicable Control Party, provided that such action does not violate the Servicing Standard. The Special
Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement the new action in such
revised report so long as


 






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such
revised report has been prepared, reviewed and either approved or not rejected as provided above.


 


Other than with respect
to an A/B Whole Loan or a Loan Pair as to which the holder of the related Serviced B Note or Serviced Companion Loan, as applicable,
or its designee is the related Loan-Specific Directing Holder, each of the Trust Advisor (during any Collective Consultation Period
and any Senior Consultation Period) and the Controlling Class Representative (during any Collective Consultation Period) will be
entitled to consult with the Special Servicer and propose alternative courses of action in respect of any Asset Status Report.
During any Collective Consultation Period and any Senior Consultation Period, other than with respect to an A/B Whole Loan or a
Loan Pair as to which the holder of the related Serviced B Note or Serviced Companion Loan, as applicable, or its designee is the
related Loan-Specific Directing Holder, the Special Servicer shall consider such alternative courses of action and any other feedback
provided by the Trust Advisor or the Controlling Class Representative, as applicable. The Special Servicer may revise the Asset
Status Reports as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or
recommendations of the Trust Advisor (and, during any Collective Consultation Period, the Controlling Class Representative).


 


The Asset Status Report
is not intended to replace or satisfy any other specific consent or approval right which the Applicable Control Party may have.
Any Asset Status Report delivered with respect to an Excluded Controlling Class Mortgage Loan shall be sent via email (or such
other electronic means mutually acceptable to the parties) in one or more separate files labeled by the Special Servicer “Excluded
Information” followed by the applicable loan number and loan name to cmbsexcludedinformation@wellsfargo.com.


 


The Special Servicer
may not take any action inconsistent with an Asset Status Report that has been adopted as provided above, unless such action would
be required in order to act in accordance with the Servicing Standard. If the Special Servicer takes any action inconsistent with
an Asset Status Report that has been adopted as provided above, the Special Servicer shall promptly notify the Applicable Control
Party of such inconsistent action and provide a reasonably detailed explanation of the reasons therefor.


 


The Special Servicer
shall deliver to the Master Servicer, the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period), the Trust Advisor and the 17g-5 Information Provider (which shall promptly post the same to the 17g-5 Information
Provider’s Website) a copy of each Final Asset Status Report, in each case with reasonable promptness following the adoption
thereof. In addition, the Special Servicer shall prepare and forward to the Certificate Administrator (who shall promptly post
same on the Certificate Administrator’s Website) and the 17g-5 Information Provider (who shall promptly post same on the
17g-5 Information Provider’s Website) a summary of any Final Asset Status Report (which summary shall solely reflect such
Final Asset Status Report and not include extraneous information).


 


Notwithstanding anything
herein to the contrary: (i) the Special Servicer shall have no right or obligation to consult with or to seek and/or obtain consent
or approval from any Controlling Class Representative prior to acting (and provisions of this Agreement requiring




 






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such
consultation, consent or approval shall be of no effect) during the period following any resignation or removal of a Controlling
Class Representative and before a replacement is selected; and (ii) no advice, direction or objection from or by (x) the Controlling
Class Representative, as contemplated by Section 10.3 or any other provision of this Agreement, (y) a Loan-Specific Directing
Holder, as contemplated by this Agreement or the related Intercreditor Agreement, or (z) the Trust Advisor, as contemplated by
this Agreement, may (and the applicable Special Servicer shall ignore and act without regard to any such advice, direction or
objection that such Special Servicer has determined, in its reasonable, good faith judgment, would): (A) require or cause such
Special Servicer to violate applicable law, the terms of any Mortgage Loan, the Hammond Square B Note or any other Section of
this Agreement, including the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard,
(B) result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor
Trust, (C) expose the Trust, any Certificateholder the Depositor, the Master Servicer, the Special Servicer, Certificate Administrator,
the Custodian, the Trustee or any of their respective Affiliates, members, managers, officers, directors, employees or agents,
to any material claim, suit or liability or (D) materially expand the scope of the Master Servicer’s or Special Servicer’s
responsibilities under this Agreement.


 


(i)            With
respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer, without
charge and within two (2) Business Days following the end of such Collection Period, and the Master Servicer to the extent it has
received such report shall forward or cause to be forwarded to the Certificate Administrator, without charge and on the Master
Servicer Remittance Date, an electronic report (which may include HTML, Word or Excel compatible format, clean and searchable PDF
format or such other format as mutually agreeable between the Certificate Administrator and the Special Servicer) that discloses
and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates
during the related Collection Period, provided that no such report shall be due in respect of any Collection Period during which
no Disclosable Special Servicer Fees were received. For the avoidance of doubt, the Master Servicer shall not have any obligation
to review, or any right or obligation to edit, the Special Servicer’s report on Disclosable Special Servicer Fees.


 


Section 9.33     Special
Servicer to Cooperate with the Master Servicer, the Trustee, the Custodian and the Certificate Administrator.


 


(a)          Subject
to Section 5.4(e), the Special Servicer shall furnish on a timely basis such reports, certifications, and information as
are reasonably requested by the Master Servicer, the Trustee, the Custodian or the Certificate Administrator to enable it to perform
its duties under this Agreement; provided that no such request shall (i) require or cause the Special Servicer to violate
the Code, any provision of this Agreement, including the Special Servicer’s obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of any REMIC Pool and the grantor trust status of the Grantor Trust or (ii) expose the
Special Servicer, the Trust, the Certificate Administrator, the Custodian or the Trustee to liability or materially expand the
scope of the Special Servicer’s responsibilities under this Agreement. In addition,
the Special Servicer shall notify the Master Servicer of all expenditures incurred by it with respect to the Specially Serviced
Mortgage Loans which are required to be made by the Master Servicer as Servicing Advances as provided herein, subject to the provisions
of


 






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 Section 4.4 hereof. The Special Servicer shall also remit all invoices relating to Servicing Advances promptly upon
receipt of such invoices.


 


(b)          In
addition to any other rights that a Controlling Class Representative or Loan-Specific Directing Holder may have hereunder, the
Special Servicer shall from time to time make reports, recommendations and analyses to the Controlling Class Representative (during
any Subordinate Control Period and any Collective Consultation Period and other than with respect to an A/B Whole Loan or a Loan
Pair as to which the holder of the related Serviced B Note or Serviced Companion Loan, as applicable, or its designee is the related
Loan-Specific Directing Holder) or any related Loan-Specific Directing Holder (with respect to an A/B Whole Loan or a Loan Pair
as to which the holder of the related Serviced B Note or Serviced Companion Loan, as applicable, or its designee is the related
Loan-Specific Directing Holder), as applicable, with respect to the following matters, the expense of which shall not be an expense
of the Trust (except for out-of-pocket expenses of the Special Servicer, which shall be reimbursable
in accordance with Section 4.6(e)):


 


(i)          whether
the foreclosure of a Mortgaged Property relating to a Specially Serviced Mortgage Loan would be in the best economic interest of
the Trust;


 


(ii)         if
the Special Servicer elects to proceed with a foreclosure, whether a deficiency judgment should or should not be sought because
the likely recovery will or will not be sufficient to warrant the cost, time and exposure of pursuing such judgment;


 


(iii)        whether
the waiver or enforcement of any “due-on-sale” clause or “due-on-encumbrance” clause contained in a Mortgage
Loan (other than any Non-Serviced Mortgage Loan) or a Specially Serviced Mortgage Loan is in the best economic interest of the
Trust;


 


(iv)        in
connection with entering into an assumption agreement from or with a person to whom a Mortgaged Property securing a Specially Serviced
Mortgage Loan has been or is about to be conveyed, whether to release the original Mortgagor from liability upon a Specially Serviced
Mortgage Loan and substitute a new Mortgagor, and whether the credit status of the prospective new Mortgagor is in compliance with
the Special Servicer’s regular commercial mortgage origination or servicing standard;


 


(v)         in
connection with the foreclosure on a Specially Serviced Mortgage Loan secured by a Mortgaged Property which is not in compliance
with CERCLA, or any comparable environmental law, whether it is in the best economic interest of the Trust to bring the Mortgaged
Property into compliance therewith and an estimate of the cost to do so; and


 


(vi)        with
respect to any proposed modification (which shall include any proposed release, substitution or addition of collateral), extension,
waiver, amendment, discounted payoff or sale of a Mortgage Loan (other than any Non-Serviced Mortgage Loan), prepare a summary
of such proposed action and an analysis of whether or not such action is reasonably
likely to produce a greater recovery on a net present value basis (calculated in accordance with Section 1.2(e)) than liquidation
of such Mortgage Loan; such analysis shall


 






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specify
the basis on which the Special Servicer made such determination, including the status of any existing material default or the
grounds for concluding that a payment default is imminent.


 


Section 9.34     Excluded
Mortgage Loan Notices. Upon a Servicing Officer or Special Servicing Officer, as applicable, of the Master Servicer, a related
Excluded Special Servicer or the Special Servicer, as applicable, having actual knowledge, or receiving notice from any party
indicating that such party believes, that a Mortgage Loan is no longer an Excluded Mortgage Loan, Excluded Controlling Class Mortgage
Loan or an Excluded Special Servicer Mortgage Loan, as applicable, it shall provide prompt written notice thereof (in no event
more than five (5) Business Days after receipt thereof) to each of the other parties hereto.


 


ARTICLE
X

CERTAIN MATTERS RELATING TO THE CONTROLLING CLASS

REPRESENTATIVE, THE TRUST ADVISOR AND THE HOLDERS

OF THE SERVICED B NOTES AND SERVICED COMPANION LOANS


 


Section 10.1     Selection
and Removal of the Controlling Class Representative.


 


(a)            The
Majority Controlling Class Certificateholders may elect the Controlling Class Representative.


 


(b)            The
Controlling Class Representative shall be the representative appointed by the Majority Controlling Class Certificateholders, as
determined by the Certificate Registrar from time to time; provided that (i) absent such selection, or (ii) until a Controlling
Class Representative is so selected, or (iii) upon receipt of notice from the Majority Controlling Class Certificateholders that
a Controlling Class Representative is no longer so designated, the Controlling Class Certificateholder which owns, and is identified
(with contact information) to the Master Servicer, the Special Servicer and Certificate Administrator as owning, the largest aggregate
Certificate Balance of Certificates of the Controlling Class shall be the Controlling Class Representative; provided that,
if such Holder elects or has elected to not be the Controlling Class Representative, then the Holder of the next largest aggregate
Certificate Balance shall be the Controlling Class Representative. Each Holder of the Certificates of the Controlling Class shall
be entitled to vote in each election of the Controlling Class Representative.


 


(c)            Notwithstanding
anything to the contrary herein, (i) neither the Depositor nor any Affiliate thereof may serve as Controlling Class Representative,
and solely for purposes of determining the identity of or selecting the Controlling Class Representative as described in clauses
(a) and (b) above, any Control Eligible Certificates held by the Depositor or any Affiliate thereof shall be deemed
not to be outstanding, and (ii) so long as a Mortgage Loan is an Excluded Mortgage Loan, there
shall be no Controlling Class Representative with respect to such Excluded Mortgage Loan, and the Special Servicer shall not be
required to obtain the consent of a Controlling Class Representative for, or consult with a Controlling Class Representative on,
any matters described in Section 10.3 below with respect to any Excluded Mortgage Loan.


 


(d)          The
initial Controlling Class Representative is Seer Capital Partners Master Fund L.P. The
Controlling Class shall give written notice to the Trustee, the Custodian, the Certificate Administrator, the Trust Advisor,
the Master Servicer and the Special Servicer of the


 






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appointment
of any subsequent Controlling Class Representative (in order to receive notices hereunder).


 


On the Closing Date,
the initial Controlling Class Representative shall deliver a certification substantially in the form of Exhibit I-1G to this Agreement.
Upon the resignation or removal of the existing Controlling Class Representative, any successor Controlling Class Representative
shall also deliver a certification substantially in the form of Exhibit I-1G to this Agreement prior to being recognized as the
new Controlling Class Representative.


 


(e)          The
Controlling Class Representative may be removed at any time by the written vote of the Majority Controlling Class Certificateholders,
and a copy of the results of such vote must be delivered to each of the parties to this Agreement.


 


(f)           Each
Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name
and address to the Certificate Administrator and to notify the Certificate Administrator of the transfer of any Certificate of
the Controlling Class, the selection of a Controlling Class Representative or the resignation or removal thereof. Any Certificateholder
or its designee at any time appointed Controlling Class Representative is hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the Certificate Administrator when such Certificateholder or its designee is appointed Controlling Class
Representative and when it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall notify the Trustee,
the Special Servicer and the Master Servicer of the identity of the Controlling Class Representative and any resignation or removal
thereof. In addition, upon the request of the Master Servicer or the Special Servicer, as applicable, the Certificate Administrator
shall provide the name of the then-current Controlling Class and a list of the Certificateholders (or Certificate Owners, if applicable,
at the expense of the requesting party) of the Controlling Class to such requesting party.


 


(g)           Once
a Controlling Class Representative has been selected, each of the Master Servicer, the Special Servicer, the Trust Advisor, the
Depositor, the Certificate Administrator, the Trustee, the Custodian and each other Certificateholder (or Certificate Owner, if
applicable) shall be entitled to rely on such selection unless the Majority Controlling Class Certificateholders shall have notified
each other party to this Agreement and each other Certificateholder of the Controlling Class, in writing, of the resignation of
such Controlling Class Representative or the selection of a new Controlling Class Representative.


 


(h)           Until
it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification with
respect to the identity of the Certificateholders of the Controlling Class and the Controlling Class Representative.


 


Section 10.2     Limitation
on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders. The Controlling Class Representative
shall not be liable to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
in accordance with or as permitted by this Agreement.


 


Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Representative, the Holders of
the Control Eligible


 






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Certificates
and/or the Loan-Specific Directing Holders may each have special relationships and interests that conflict with those of Holders
of one or more other Classes of Certificates; (ii) the Controlling Class Representative and/or the Holders of the Control Eligible
Certificates may act solely in the interests of the Holders of the respective Classes of the Control Eligible Certificates (or
any of them), and any Loan-Specific Directing Holder may act solely in its own interests; (iii) the Controlling Class Representative,
the Holders of the Control Eligible Certificates and the Loan-Specific Directing Holders do not have any duties to the Holders
of any other Class of Certificates; (iv) the Controlling Class Representative and/or the Holders of the Control Eligible Certificates
may take actions that favor interests of the Holders of the respective Classes of the Control Eligible Certificates (or any of
them), and any Loan-Specific Directing Holder may take actions that favor its interests, over the interests of the Holders of
one or more other Classes of Certificates; (v) none of the Controlling Class Representative, the Holders of the Control Eligible
Certificates and/or the Loan-Specific Directing Holders shall have any liability whatsoever to the Trust, the other parties to
this Agreement, the Certificateholders or any other Person (including any Mortgagor) for having acted or refrained from acting
in accordance with or as permitted under the terms of this Agreement; and (vi) the Holders of the Certificates may not take any
action whatsoever against the Controlling Class Representative, the Controlling Class, any Holder of a Control Eligible Certificate,
any Loan-Specific Directing Holder or any of the respective affiliates, directors, officers, shareholders, members, partners,
agents or principals thereof as a result of the Controlling Class Representative, the Controlling Class, the Holders of the Control
Eligible Certificates and/or any Loan-Specific Directing Holder as applicable, for having acted or refrained from acting in accordance
with the terms of and as permitted under this Agreement.


 


Section 10.3     Rights
and Powers of Controlling Class Representative.


 


(a)          Notwithstanding
anything herein to the contrary, except as set forth in, and in any event subject to, Section 10.3(b), Section 10.3(c)
and the second (2nd) and third (3rd) paragraphs of this Section 10.3(a), (i) the Master Servicer shall
not be permitted to take any of the actions constituting a Major Decision unless it has obtained the consent of the Special Servicer
(which approval shall be deemed given if the Special Servicer does not object within fifteen (15) Business Days (or (A) in the
case of an action relating to an A/B Whole Loan or Loan Pair, while the holder of the related Serviced B Note or Serviced Companion
Loan, as the case may be, or its designee is the related Loan-Specific Directing Holder, within the period expiring five (5) Business
Days following the expiration of the related Loan-Specific Directing Holder’s decision period under the related Intercreditor
Agreement, and (B) in the case of a determination of an Acceptable Insurance Default, ninety (90) days) of receipt of the Master
Servicer’s written analysis and recommendation together with any information in the possession of the Master Servicer that
is reasonably required to make a decision regarding the subject action), and (ii) the Special Servicer shall not be permitted to
take, or to consent to the Master Servicer’s taking, any of the actions constituting a Major Decision, (A) during any Subordinate
Control Period, as to which the Controlling Class Representative has objected in writing within ten (10) Business Days (or in the
case of a determination of an Acceptable Insurance Default, thirty (30) days), or (B) in the case of an action relating to an A/B
Whole Loan or Loan Pair while the holder of the related Serviced B Note or Serviced Companion Loan, as the case may be,
is the related Loan-Specific Directing Holder, as to which the related Loan-Specific Directing Holder has objected within the
decision period provided for under the related Intercreditor


 






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 Agreement, in each case after receipt of the written recommendation
and analysis from the Special Servicer, together with any information in the possession of the Special Servicer that is reasonably
necessary to make a decision regarding the subject action (provided that if such written objection has not been received
by the Special Servicer within such ten (10) Business Day (or, in the case of a determination of an Acceptable Insurance Default,
thirty (30) day) period, then the Controlling Class Representative 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 a Major Decision, or any other matter requiring consent
of the Controlling Class Representative during any Subordinate Control Period, is necessary to protect the interests of the Certificateholders
and, with respect to any A/B Whole Loan or Loan Pair, the holder of the related Serviced B Note or Serviced Companion Loan, as
applicable (as a collective whole as if such Certificateholders and the holder of such Serviced B Note or Serviced Companion Loan,
as the case may be, constituted a single lender), the Special Servicer or Master Servicer, as applicable, may take any such action
without waiting for the Controlling Class Representative’s (or, if applicable, the Special Servicer’s) response; provided,
further, that the Special Servicer is not required to obtain the consent of the Controlling Class Representative for any
of the foregoing actions during any Collective Consultation Period or any Senior Consultation Period (or,
in the case of an Excluded Mortgage Loan, at any time that the subject Mortgage Loan is an Excluded Mortgage Loan); provided,
further, that the Special Servicer will be required to consult, solely on a non-binding basis (and to consider alternative
actions recommended by each such party) (i) during any Collective Consultation Period and any Senior Consultation Period, with
the Trust Advisor, as to any of the Major Decisions, and (ii) during any Collective Consultation Period, with the Controlling
Class Representative with respect to any of the Major Decisions and any other matter as to which consent of the Controlling Class
Representative would have been required during any Subordinate Control Period.


 


In addition, during any
Subordinate Control Period, subject to Section 10.3(b), Section 10.3(c) and the immediately following paragraph,
the Controlling Class Representative may direct the Special Servicer to take, or to refrain from taking, such other actions with
respect to a Mortgage Loan, A/B Whole Loan or Loan Pair (other than (x) any Non-Serviced Mortgage Loan or Non-Serviced Loan Combination,
(y) any Excluded Mortgage Loan, or (z) any A/B Whole Loan or Loan Pair as long as the holder of the related Serviced B Note or
Serviced Companion Loan is the Loan-Specific Directing Holder of such A/B Whole Loan or Loan Pair) as the Controlling Class Representative
may deem advisable or as to which provision is otherwise made herein. Notwithstanding anything herein to the contrary, no such
direction, and no direction or objection contemplated by the preceding paragraph or any other provision of this Agreement, may
require or cause the Master Servicer or the Special Servicer to violate any provision of any loan documents, any Intercreditor
Agreement, applicable law, this Agreement or the REMIC Provisions, including without limitation the Special Servicer’s obligation
to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate
Administrator, the Custodian, the Trustee or the Trust to liability, or materially expand the scope of the Special Servicer’s
responsibilities hereunder. Furthermore, in addition to the Controlling Class Representative’s rights of consent and consultation
(as applicable) as set forth in Section 10.3(a) above, it is understood and agreed that to the extent any
other provision of this Agreement requires the provision of notice to, the obtaining of consent of, and/or consultation with,
the Controlling Class Representative, or otherwise provides


 






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 for any right of the Controlling Class Representative thereunder,
then none of the Trustee, the Master Servicer or the Special Servicer shall be entitled to take any action (or omit to take any
action) in contravention of the applicable rights of the Controlling Class Representative contained in such provision; provided
that this sentence is not intended to in any way (i) expand the rights of the Controlling Class Representative, (ii) limit
the application of the immediately preceding sentence, (iii) remove any limitations on the exercise of such rights set forth in,
such other provisions, or (iv) require the Trustee, the Master Servicer and/or the Special Servicer to send a notice to, obtain
the consent of, or consult with a new Controlling Class Representative whose name and contact information have not yet been provided
to the Trustee, the Master Servicer and/or the Special Servicer; and provided, further, that if such other provisions
are in any way subject to this Section 10.3, then the exercise of such rights shall be subject to Section 10.3(b)
and the immediately following paragraph.


 


If the Special Servicer
or Master Servicer, as applicable, determines that a refusal to consent by the Controlling Class Representative or any direction
or advice from the Controlling Class Representative would otherwise cause the Special Servicer or Master Servicer, as applicable,
to violate the terms of any loan documents, any Intercreditor Agreement, applicable law, the REMIC Provisions or this Agreement,
including without limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall disregard such
refusal to consent, direction or advice and notify the Controlling Class Representative, the Trustee, the Certificate Administrator
and the 17g-5 Information Provider of its determination, including a reasonably detailed explanation of the basis therefor. The
taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of
or approval of the Controlling Class Representative that does not violate any loan documents, any Intercreditor Agreement, any
applicable law, the REMIC Provisions, or the Servicing Standard or any other provisions of this Agreement, will not result in any
liability on the part of the Master Servicer or the Special Servicer.


 


(b)          During
any Senior Consultation Period, the Controlling Class Representative shall have no consultation rights under this Agreement and
shall have no right to receive any notices, reports or information (other than notices, reports or information required to be delivered
to all Certificateholders) or any other rights as Controlling Class Representative; provided that the Controlling Class
Representative (if and to the extent that it is a Certificateholder) will maintain the right to exercise its Voting Rights for
the same purposes as any other Certificateholder under this Agreement. Notwithstanding anything to the contrary contained herein:
(i) for so long as the holder of any related Serviced B Note or Serviced Companion Loan, as applicable, or its designee is the
Loan-Specific Directing Holder with respect to any A/B Whole Loan or Loan Pair, the Controlling Class Representative shall not
be entitled to exercise any of the rights in Section 10.3(a) with respect to such A/B Whole Loan or Loan Pair, as the case
may be, or any related REO Property; and (ii) the Controlling Class Representative shall not have any consent rights with respect
to any Non-Serviced Mortgage Loan but (during any Subordinate Control Period or Collective Consultation Period) shall have consultation
rights with respect to such Non-Serviced Mortgage Loans, in each case as and to the extent set forth in the related Intercreditor
Agreement.


 


(c)           Notwithstanding anything to the contrary contained
herein, for so long as the holder of any related Serviced B Note or Serviced Companion Loan, as applicable, or its


 






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designee
is the Loan-Specific Directing Holder with respect to any A/B Whole Loan or Loan Pair, (i) such Loan-Specific Directing Holder
shall be entitled to exercise with respect to such A/B Whole Loan or Loan Pair, as the case may be, or any related REO Property
all of the rights and powers of such Loan-Specific Directing Holder under the related Intercreditor Agreement, and (ii) the Controlling
Class Representative shall not have any of the consent rights or rights to direct the Special Servicer contemplated by Section
10.3(a) with respect to such A/B Whole Loan or Loan Pair, as the case may be, or any related REO Property except as set forth
in the related Intercreditor Agreement. The rights of the holder of any related Serviced B Note or Serviced Companion Loan, as
applicable, or its designee as Loan-Specific Directing Holder with respect to any A/B Whole Loan or Loan Pair will be unaffected
by the existence of any Subordinate Control Period, Collective Consultation Period or Senior Consultation Period.


 


(d)          No
Controlling Class Certificateholder or Controlling Class Representative shall be permitted to direct the Master Servicer to accept
a Principal Prepayment (including payment of a Balloon Payment other than in connection with the foreclosure or liquidation of
a Mortgage Loan) prior to the Due Date for such Mortgage Loan for the related Collection Period unless, to the extent otherwise
permitted pursuant to the terms of this Agreement, such Mortgage Loan is a Specially Serviced Mortgage Loan.


 


Section 10.4     Controlling
Class Representative and Trust Advisor Contact with Master Servicer and Special Servicer. Upon reasonable request, each of
the Master Servicer and the Special Servicer shall, without charge, make a Servicing Officer or Special Servicing Officer, as
applicable, available to answer questions from the Controlling Class Representative (during any Subordinate Control Period and
any Collective Consultation Period) and the Trust Advisor (other than during any Subordinate Control Period) regarding the performance
and servicing of the Mortgage Loans (or, in the case of the Special Servicer, Specially Serviced Mortgage Loans and REO Properties)
for which the Master Servicer or the Special Servicer, as the case may be, is responsible (but shall not respond to questions
of the Trust Advisor with any information regarding communications between the Controlling Class Representative or a Loan-Specific
Directing Holder, on the one hand, and the Master Servicer or Special Servicer, on the other hand).


 


Section 10.5     Appointment,
Duties and Compensation of the Trust Advisor.


 


(a)           (i)
The Trust Advisor shall promptly review all information available to Privileged Persons on the Certificate Administrator’s
Website related to any Specially Serviced Mortgage Loan or REO Property and included as part of the CREFC® Investor
Reporting Package (IRP) and each Asset Status Report delivered to the Trust Advisor by the Special Servicer; provided, that
during any Subordinate Control Period, the Trust Advisor shall only be permitted to review Final Asset Status Reports.


 


(ii)         During
any Collective Consultation Period and any Senior Consultation Period, within sixty (60) days after the end of each calendar year
during which any Mortgage Loan was a Specially Serviced Mortgage Loan or any Mortgaged Property was an REO Property, the Trust
Advisor shall meet with representatives of the Special Servicer (if it was acting as Special Servicer
as of December 31st in the prior calendar year and has continued in such capacity through the date of such meeting) to perform
a review of the Special Servicer’s 


 



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operational practices
in light of the Servicing Standard and the requirements of this Agreement and shall discuss the Special Servicer’s stated
policies and procedures, operational controls and protocols, risk management systems, intellectual resources, the Special Servicer’s
reasoning for believing it is in compliance with this Agreement and other pertinent information the Trust Advisor may consider
relevant, in each case, insofar as such information relates to the resolution or liquidation of Specially Serviced Mortgage Loans
and REO Properties.


 


(iii)        The
Trust Advisor shall provide the Special Servicer at least thirty (30) days’ prior written notice of the date proposed for
the annual meeting described in this Section 10.5(a)(iii). The Trust Advisor and the Special Servicer shall determine a
mutually acceptable date for the annual meeting. The Trust Advisor shall deliver, at least fourteen (14) days prior to such annual
meeting, a proposed written agenda to the Special Servicer and such agenda shall identify the Asset Status Reports that shall be
discussed during the annual meeting. The Trust Advisor and the Special Servicer may discuss any of the Asset Status Reports produced
and any Specially Serviced Mortgage Loan and any REO Property as part of the Trust Advisor’s annual assessment of the Special
Servicer’s performance hereunder. The Special Servicer shall make available senior Special Servicing Officers with relevant
knowledge regarding the applicable Specially Serviced Mortgage Loans and REO Properties and the related platform level information
for each annual meeting.


 


(iv)        During
any Collective Consultation Period and any Senior Consultation Period, based on the Trust Advisor’s meeting with the
Special Servicer, the Trust Advisor’s review of any Asset Status Reports and other information delivered to the Trust
Advisor by the Special Servicer (other than any communications between the Controlling Class Representative or a
Loan-Specific Directing Holder and the Special Servicer that would be Privileged Information) and any other information
available to Privileged Persons on the Certificate Administrator’s Website, the Trust Advisor shall, in each case,
deliver to the Certificate Administrator and the 17g-5 Information Provider (each of which shall promptly post such Trust
Advisor Annual Report on the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website,
respectively) within 120 days of the end of the prior calendar year an annual report (the “Trust Advisor Annual
Report”), substantially in the form of Exhibit L hereto; provided, that in no event shall the
information or any other content included in any Trust Advisor Annual Report consist of Privileged Information or otherwise
contravene any provision of this Agreement; provided, further, that any
applicable Trust Advisor Annual Report may describe any limitations resulting from any lack of access to Privileged
Information. Each Trust Advisor Annual Report shall set forth the Trust Advisor’s assessment of the Special
Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with
respect to the resolution or liquidation of Specially Serviced Mortgage Loans and REO Properties; provided, if
the Special Servicer is replaced, the Trust Advisor Annual Report will only relate to the entity that was acting as the
Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such
Trust Advisor Annual Report. Each of the Special Servicer and, during any Collective Consultation Period, the Controlling
Class Representative shall be given an opportunity to review any Trust Advisor Annual Report at least five (5) Business Days
prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. In
addition, the Special Servicer shall have the opportunity to respond and deliver its own report to the Certificate Administrator, which shall post the report to the Certificate
Administrator’s Website and, if applicable, deliver such


 



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report to any related
Serviced Companion Loan holder. Subject to the restrictions in this Agreement, each such Trust Advisor Annual Report shall (A)
identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under
this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans and REO Properties and (B) comply
with all of the confidentiality requirements described in this Agreement regarding Privileged Information. Notwithstanding the
foregoing provisions of this Section 10.5(a)(iv), no Trust Advisor Annual Report shall be required to be prepared or delivered
with respect to any calendar year as to which no annual meeting described in Section 10.5(a)(ii) shall have been required
to be held or with respect to any calendar year during which no Asset Status Reports have been prepared.


 


As used in connection with the Trust Advisor
Annual Report, the term “platform-level basis” refers to the Special Servicer’s performance of its duties as
they relate to the resolution and liquidation of Specially Serviced Mortgage Loans, taking into account the Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing
Standard, with reasonable consideration by the Trust Advisor of any annual compliance statement, assessment of compliance report,
attestation report, Asset Status Report and other information delivered to the Trust Advisor by the Special Servicer (other than
any communications between the Controlling Class Representative or any related Directing Holder, as applicable, and the Special
Servicer that would be Privileged Information) pursuant to the provisions of this Agreement.


 


(b)           The
Trust Advisor, as an independent contractor, shall review the Special Servicer’s operational practices in respect of Specially
Serviced Mortgage Loans and REO Properties, consult (on a non-binding basis) with the Special Servicer and perform each other obligation
of the Trust Advisor as set forth in this Agreement in accordance with the Trust Advisor Standard. The Trust Advisor shall not
owe any fiduciary duty to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee,
any Holder of a Certificate or any other Person in connection with this Agreement. Certificateholders are hereby deemed to have
acknowledged and agreed that (i) there could be multiple strategies to resolve any Specially Serviced Mortgage Loan and the objective
of the Trust Advisor’s participation in any resolution process is to provide additional oversight relating to the Special
Servicer’s compliance with the Servicing Standard in making its determinations as to which strategy to execute; (ii) the
Trust Advisor shall have no authority or duty to make a determination on behalf of the Trust, nor any responsibility for decisions
made by or on behalf of the Trust; (iii) the Trust Advisor is not an advisor to any Person, including without limitation any Certificateholder;
and (iv) the Trust Advisor is not an “investment adviser” within the meaning of the Investment Advisers Act of 1940,
as amended.


 


(c)           During
any Subordinate Control Period, the Special Servicer will forward any Appraisal Reduction and net present value calculations used
in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of
a Specially Serviced Mortgage Loan to the Trust Advisor after such calculations have been finalized. The Trust Advisor shall review
such calculations but shall not take any affirmative action with respect to such Appraisal Reduction calculations and/or net present
value calculations.


 



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(d)          During
any Collective Consultation Period and any Senior Consultation Period, after the calculation but prior to the utilization by the
Special Servicer of any of the calculations related to (i) Appraisal Reductions or (ii) net present value, the Special Servicer
shall promptly forward such calculations, and the Special Servicer shall promptly forward any supporting material or additional
information necessary in support thereof (including such additional information reasonably requested by the Trust Advisor to confirm
the mathematical accuracy of such calculations, but not including any Privileged Information), to the Trust Advisor but in any
event no later than two (2) Business Days after preparing such calculations, and the Trust Advisor shall promptly, but no later
than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate and verify
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable
formula required to be utilized in connection with any such calculation prior to utilization by the Special Servicer provided,
that notwithstanding the foregoing, the Trust Advisor will not be permitted to recalculate or verify any Appraisal Reduction or
net present value calculations performed by the Special Servicer with respect to any Serviced B Note or Serviced Companion Loan
for so long as the related Serviced B Note holder or Serviced Companion Loan holder is the related Applicable Control Party with
respect to the related A/B Whole Loan or Loan Pair. The Trust Advisor may not opine on or call into question these calculations,
other than with respect to mathematical errors and the corresponding application of the non-discretionary portions of the applicable
formulas required to be utilized in connection with any such calculation prior to utilization by the Special Servicer.


 


In connection with this
Section 10.5(d), if the Trust Advisor does not agree with the mathematical calculations or the application of the applicable
non-discretionary portions of the formula required to be utilized for such calculation, the Trust Advisor and Special Servicer
shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days
of delivery of such calculations. If the Trust Advisor and Special Servicer are not able to resolve such inaccuracies or disagreement
prior to the end of such five (5)-Business Day period, the Trust Advisor shall promptly notify the Trustee of such disagreement
and the Trustee shall determine which calculation is to apply. The Special Servicer shall have the opportunity to respond and deliver
its own calculation to the Trustee. In making such determination, the Trustee may hire an independent third-party to assist with
any such calculation at the expense of the Trust.


 


(e)           Notwithstanding
anything herein to the contrary, the Trust Advisor shall have no consultation rights or obligations with respect to any Non-Serviced
Mortgage Loans (or any related REO Property) or any Non-Serviced Loan Combination.


 


(f)           During
any Collective Consultation Period and any Senior Consultation Period, the Special Servicer shall consult (on a non-binding basis)
with the Trust Advisor in connection with any Major Decision involving any Mortgage Loan, A/B Whole Loan, Loan Pair or any related
REO Property and consider alternative actions recommended by the Trust Advisor; provided, that with respect to matters related
to any A/B Whole Loan and any Loan Pair, the Special Servicer shall only be required to consult with the Trust Advisor in respect
of such A/B Whole Loan or Loan Pair, as applicable, if the holder of the related Serviced B Note or Serviced Companion Loan, as
applicable, is not, or has ceased to be, the related Loan-Specific


 



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 Directing Holder, and prior
to such time, the Trust Advisor shall have no obligations under this Agreement with respect to such A/B Whole Loan or Loan Pair,
as applicable.


 


(g)          Subject
to the requirements of confidentiality imposed on the Trust Advisor herein (including without limitation in respect of Privileged
Information), the Trust Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with
the terms of Section 5.4.


 


(h)          The
Trust Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information to any other
person (including any Certificateholders), other than to the other parties to this Agreement, to the extent expressly required
by this Agreement, which parties, in turn, if they have been advised that such information is Privileged Information, shall not
without the prior written consent of the Special Servicer and the Controlling Class Representative (or with respect to an A/B Whole
Loan or a Loan Pair any other Applicable Control Party), disclose such information to any other Person, except that such parties
and the Trust Advisor may disclose such information if (a) such Privileged Information becomes generally available and known to
the public other than as a result of a disclosure directly or indirectly by such parties or the Trust Advisor, as applicable, (b)
it is reasonable and necessary for such parties or the Trust Advisor, as applicable, to do so in working with legal counsel, auditors,
taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such party or the Trust
Advisor, as applicable, and not otherwise subject to a confidentiality obligation and/or (d) such disclosure is required by applicable
law, as evidenced by an opinion of counsel (which, in the case of any opinion of counsel for the Trust Advisor, shall be a Trust
Advisor Expense) delivered to the Trust Advisor, the Special Servicer, the Controlling Class Representative (or with respect to
an A/B Whole Loan or a Loan Pair the Applicable Control Party), as applicable, the Certificate Administrator and the Trustee. Notwithstanding
the foregoing, the Trust Advisor will be permitted to share Privileged Information with its Affiliates and any subcontractors of
the Trust Advisor to the extent reasonably necessary to perform the Trust Advisor’s obligations under this Agreement and
provided such Trust Advisor Affiliates and subcontractors agree in writing prior to their receipt of such Privileged Information
to be bound by the same confidentiality provisions applicable to the Trust Advisor. Subject to
the terms and conditions in this Agreement related to Privileged Information, the Trust Advisor agrees that it shall use information
received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its duties and
obligations hereunder. 


 


(i)          The
Trust Advisor shall be entitled to the Trust Advisor Fee. In addition, the Trust Advisor Consulting Fee shall be payable to the
Trust Advisor with respect to each Major Decision as to which the Trust Advisor has consultation rights. The Trust Advisor Fee
and any Trust Advisor Consulting Fees (to the extent such Trust Advisor Consulting Fee is actually received from the related Mortgagor)
shall be payable from funds on deposit in the Collection Account as provided in Section 5.2. When the Trust Advisor has
consultation rights with respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as applicable,
shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Trust Advisor Consulting
Fee from the related Mortgagor in connection with such Major Decision, but only to the extent not prohibited by the related Mortgage
Loan documents. The Master Servicer or Special Servicer, as applicable, may waive


 



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 or reduce the amount of any Trust Advisor Consulting
Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard,
but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of
such Trust Advisor Consulting Fee other than requests for collection; provided, that the Master Servicer or the Special
Servicer, as applicable, shall consult with the Trust Advisor prior to any such waiver or reduction.


 


(j)            The
Trust Advisor shall be entitled to reimbursement of any Trust Advisor Expenses provided for pursuant to Section 10.11, such
amounts to be reimbursed from amounts on deposit in the Distribution Account as provided by Section 5.3, but solely to the
extent payable from amounts available as set forth in Section 6.11. The Trust Advisor hereby acknowledges and agrees that
in no event will any Trust Advisor Expenses be payable from, and the Trust Advisor hereby waives any and all claims to, amounts
distributable in respect of, the Control Eligible Certificates. Each successor Trust Advisor shall be required to acknowledge and
agree to the terms of the preceding sentence.


 


(k)           Except
as set forth in this Agreement, the Trust Advisor, any successor trust advisor and any of their respective affiliates shall not
accept any fees or other compensation or other consideration (x) in respect of the Trust Advisor’s (or successor trust advisor’s)
obligations under this Agreement or the performance thereof or (y) in connection with the appointment of a successor special servicer
or the recommendation by the Trust Advisor (or successor trust advisor) for a replacement special servicer to become the special
servicer under this Agreement.


 


Section 10.6     Representations,
Warranties and Covenants of the Trust Advisor.


 





(a)           The
Trust Advisor hereby represents and warrants to and covenants with each other party to this Agreement and for the benefit of the
Certificateholders, as of the Closing Date:


 


(i)          the
Trust Advisor is duly organized, validly existing and in good standing as a limited liability company under the laws of the State
of Delaware;


 


(ii)         the
Trust Advisor has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions
and obligations contemplated by this Agreement; the Trust Advisor has duly and validly authorized the execution, delivery and performance
by it of this Agreement and this Agreement has been duly executed and delivered by the Trust Advisor; and this Agreement, assuming
the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation of
the Trust Advisor enforceable against the Trust Advisor in accordance with its terms subject, as to enforcement of remedies, to
applicable bankruptcy, conservatorship, reorganization, insolvency, moratorium, receivership and other similar laws affecting creditors’
rights generally as from time to time in effect, and to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution
as to violations of securities laws;


 



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(iii)        the
execution and delivery of this Agreement by the Trust Advisor, the consummation by the Trust Advisor of the transactions contemplated
hereby, and the fulfillment of or compliance by the Trust Advisor with the terms and conditions of this Agreement will not (A)
result in a breach of any term or provision of its organizational documents or (B) conflict with, result in a breach, violation
or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party
or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court,
regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects
its ability to perform its obligations under this Agreement;


 


(iv)        no
litigation is pending or, to the best of the Trust Advisor’s knowledge, threatened, against it, the outcome of which, in
the Trust Advisor’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution, delivery
or enforceability of this Agreement or its ability to perform any of its obligations hereunder in accordance with the terms hereof;
and


 


(v)         no
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby, or
if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to the
time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that its
failure to be qualified as a foreign corporation or licensed in one or more states does not materially and adversely affect the
performance by it of its obligations hereunder.


 


(b)          It
is understood that the representations and warranties set forth in this Section 10.6 shall survive the execution and delivery
of this Agreement.


 


Any cause of action against
the Trust Advisor arising out of the breach of any representations and warranties made in this Section shall accrue upon the giving
of written notice to the Trust Advisor by any of the Depositor, the Trustee, the Master Servicer, the Special Servicer or the Certificate
Administrator. The Trust Advisor shall give prompt notice to each other party to this Agreement and the Controlling Class Representative
(during any Subordinate Control Period and any Collective Consultation Period) of the occurrence, or the failure to occur, of any
event that, with notice, or the passage of time or both, would cause any representation or warranty in this Section to be untrue
or inaccurate in any respect.


 


Section 10.7     Merger
or Consolidation of the Trust Advisor. Any Person into which the Trust Advisor may be merged or consolidated, or any Person
resulting from any merger, conversion, other change in form or consolidation to which the Trust Advisor shall be a party, or any
Person succeeding to the business of the Trust Advisor, shall be the successor of the Trust Advisor hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties hereto; provided that the successor or surviving
Person is an Eligible Trust Advisor. If the conditions to the proviso in the foregoing
sentence are not met, the Trustee may terminate the successor or surviving Person as Trust Advisor, such termination to be effected
in the manner set forth in Section 10.12. The successor or surviving Person shall


 



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provide prompt written notice of the merger
or consolidation to the Trustee, the Certificate Administrator and the 17g-5 Information Provider.


 


Notwithstanding the foregoing,
if, and for so long as, the Trust, or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion
Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Trust Advisor may not remain
the Trust Advisor under this Agreement after (x) being merged or consolidated with or into any Prohibited Party, or (y) transferring
all or substantially all of its assets to any Prohibited Party, unless (i) the Trust Advisor is the surviving entity of such merger,
consolidation or transfer or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be
unreasonably withheld (and if, within forty-five (45) days following the date of delivery of a notice by the Trust Advisor to the
Depositor of any merger or similar transaction described in the preceding paragraph, the Depositor shall have failed to notify
the Trust Advisor of the Depositor’s determination to grant or withhold such consent, such failure shall be deemed to constitute
a grant of such consent).


 





Section 10.8     Resignation
of Trust Advisor.


 


(a)          Except
as otherwise provided in Section 10.8(b), the Trust Advisor shall not resign from the obligations and duties hereby imposed
on it unless it determines that its duties hereunder are no longer permissible under applicable law or are in material conflict
by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the
Trust Advisor shall be evidenced by an opinion of counsel to such effect delivered to the Master Servicer, the Certificate Administrator,
the Depositor and the Trustee.


 


(b)          The
Trust Advisor (at its cost and expense and not at the expense of the Trust) shall have the right to (A) resign from its obligations
and duties under this Agreement and recommend the replacement of the Trust Advisor (which shall be an Eligible Trust Advisor),
provided that the Trust Advisor shall (i) pay, or reimburse the Certificate Administrator or the Trust, as applicable, for,
all of the reasonable costs and expenses to be incurred by the Trust Advisor, the Certificate Administrator and/or the Trust, as
applicable, in connection with obtaining any vote to replace the Trust Advisor (and such fees and expenses will not constitute
Additional Trust Expenses), (ii) pay any amounts in the nature of Trust Advisor Fees, costs or expenses, to the extent such amounts
are in excess of the amounts being paid to the Trust Advisor prior to its resignation, necessary to obtain or payable to a replacement
Trust Advisor, (iii) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no consent
shall be required), obtain the consent (which shall be obtained prior to any solicitation of votes described below) of the Controlling
Class Representative during any Subordinate Control Period and any Collective Consultation Period, which consent shall be deemed
to have been granted if no objection is made within thirty (30) days following the Controlling Class Representative’s receipt
of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn and (iv) except
in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no vote seeking consent shall be conducted),
obtain the requisite vote of Certificateholders as provided below or (B) resign from its obligations and duties under this Agreement
without payment of any penalty, at any time, and no successor Trust Advisor shall be required to be appointed in connection with,


 



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 or as a condition to, such resignation, when (i) the Certificate Balances of the Classes of Principal Balance Certificates senior
to the Control Eligible Certificates and the Certificate Balance of the Class HMD Certificates have each been reduced to zero or
(ii) the aggregate Stated Principal Balance of the Mortgage Loans is equal to or less than 1% of the aggregate Cut-off Date Principal
Balance of the Mortgage Loans. If the Trust Advisor resigns pursuant to clause (A) of the preceding sentence, the Trust Advisor
shall deliver to the Certificate Administrator, with a copy to the Trustee, the 17g-5 Information Provider and the Special Servicer,
a written recommendation (along with relevant information justifying its recommendation) of a suggested replacement Trust Advisor,
which recommendation shall include a ballot that identifies the proposed replacement and that allows the Holders of Principal Balance
Certificates to approve or object to such recommendation and, further, shall clearly and conspicuously include on the face thereof
the following legend (in all capital letters and at least 14 point font): “FAILURE TO AFFIRMATIVELY OBJECT TO THIS RECOMMENDATION
WITHIN 180 DAYS OF THE DATE HEREOF SHALL BE DEEMED AN AFFIRMATIVE CONSENT TO REPLACE THE EXISTING TRUST ADVISOR WITH THE RECOMMENDED
SUCCESSOR TRUST ADVISOR IDENTIFIED IN THIS RECOMMENDATION”. The Certificate Administrator shall post such written recommendation
on the Certificate Administrator’s Website. Except in the case of a recommended replacement that is an Eligible Trust Advisor,
the Trust Advisor’s recommendation of a successor Trust Advisor must be confirmed by an affirmative vote of Holders of Principal
Balance Certificates evidencing at least 66-2/3% of the aggregate Voting Rights of all Principal Balance Certificates; provided
that if any Holder of Principal Balance Certificates does not affirmatively object within 180 days of the date on which such written
recommendation was posted on the Certificate Administrator’s Website, then such Holder shall be deemed to have consented
to the replacement of the existing Trust Advisor with the recommended successor Trust Advisor. If so confirmed, the Trustee shall
terminate all of the rights and obligations of the then existing Trust Advisor under this Agreement and appoint the successor Trust
Advisor approved or deemed approved by the Certificateholders (provided that such successor trust advisor is an Eligible Trust
Advisor). The terminated or resigning Trust Advisor’s rights to indemnification, payment of outstanding fees, reimbursement
of expenses and other rights set forth in this Agreement shall survive its termination or resignation.


 


(c)           No
resignation pursuant to this Section 10.8 shall become effective until a successor Trust Advisor appointed as provided in
Section 10.12(d) shall have assumed the Trust Advisor’s responsibilities and obligations under this Agreement.


 


Section 10.9     Assignment
or Delegation of Duties by Trust Advisor. Except as provided in Section 10.7, the Trust Advisor may not assign or
delegate its rights and duties under this Agreement.


 


Section 10.10    Limitation
on Liability of the Trust Advisor and Others.


 


(a)           Neither
the Trust Advisor nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Trust Advisor shall
be under any liability to any other party to this Agreement, the Holders of the Certificates, the Underwriters, the Initial Purchasers,
the holder of any Serviced B Note or the holder of any Serviced Companion Loan for any action taken or for refraining from the
taking of any action in good faith and using


 



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 reasonable business judgment; provided that this provision shall not protect
the Trust Advisor or any such person against any breach of a representation or warranty contained herein or any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or
by reason of negligent disregard of obligations and duties hereunder. The Trust Advisor and any Affiliate, director, officer, employee,
member, manager or agent of the Trust Advisor may rely in good faith on any document of any kind prima facie properly executed
and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction of the
Master Servicer or any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer) respecting any
matters arising hereunder. The Trust Advisor shall not be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its duties under this Agreement.


 


(b)           In
addition, the Trust Advisor shall have no liability with respect to, and shall be entitled to conclusively rely on as to the truth
of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Trust Advisor
and conforming to the requirements of this Agreement. Neither the Trust Advisor, nor any Affiliate, director, officer, employee,
member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall
be proved that the Trust Advisor or such officer was negligent in ascertaining the pertinent facts. Neither the Trust Advisor,
nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any action taken, suffered
or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it
by this Agreement. The Trust Advisor shall be entitled to rely on reports and information supplied to it by the Master Servicer,
the Special Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report
or information.


 


(c)           The
Trust Advisor shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust
shall indemnify and hold harmless the Trust Advisor from any and all claims, liabilities, costs, charges, fees or other expenses
which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable
from the party committing such breach.


 


(d)           Except as otherwise specifically provided herein:


 


(i)          the
Trust Advisor may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate,
certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed or in good faith believed by it to be genuine and to have been signed or presented by
the proper party or parties;


 


(ii)         the
Trust Advisor may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization and
protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice
or opinion of counsel; and


 



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(iii)        the
Trust Advisor, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any
information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably
believed or in good faith believed by it to be genuine.


 


(e)           The
Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor shall be indemnified
by the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, as
the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred
in connection with any legal action relating to the Depositor’s, the Master Servicer’s, the Special Servicer’s,
the Custodian’s, the Trustee’s or the Certificate Administrator’s, as the case may be, respective willful misfeasance,
bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person
of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of any of the Trust Advisor’s duties hereunder or by reason of negligent disregard of the
Trust Advisor’s obligations and duties hereunder. The Trust Advisor shall promptly notify the Depositor, the Master Servicer,
the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, if a claim is made by a third party entitling
the Trust Advisor to indemnification hereunder, whereupon the Depositor, the Master Servicer, the Special Servicer, the Custodian,
the Trustee or the Certificate Administrator, in each case, to the extent the claim was made in connection with its willful misfeasance,
bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trust Advisor).
Any failure to so notify the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate
Administrator shall not affect any rights the Trust Advisor may have to indemnification hereunder or otherwise, unless the interest
of the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator is materially
prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the termination or
resignation of the Trust Advisor hereunder. Any payment hereunder made by the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator or the Custodian, as the case may be, pursuant to this paragraph to the Trust Advisor
shall be paid from the Depositor’s, the Master Servicer’s, the Special Servicer’s, the Trustee’s, the
Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement from the Trust
therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification payments
made by the Trustee, the Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer or the Depositor
shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction
makes a final judgment that (x) the conduct of the Trustee, the Certificate Administrator, the Custodian, the Special Servicer,
the Master Servicer or the Depositor, as the case may be, was not culpable or (y) such indemnifying party was found to not have
acted with willful misfeasance, bad faith or negligence. 


 


Section 10.11     Indemnification;
Third-Party Claims.


 





(a)          The
Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor shall be indemnified
and held harmless by the Trust, out of the proceeds of the Mortgage Loans and the Hammond Square B Note (subject to


 






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Section
6.11) against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other
costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, other than any loss,
liability or expense (i) specifically required to be borne by the party seeking indemnification, without right of reimbursement
pursuant to the terms of this Agreement; (ii) incurred in connection with any legal action or claim against the party seeking indemnification,
resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iii) incurred in
connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad
faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent
disregard of such obligations or duties. The Trust shall pay, from amounts on deposit in the Collection Account pursuant to Section
5.2, all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the
termination of this Agreement and the termination or resignation of the Trust Advisor. Any expenses incurred or indemnification
payments made by the Trust shall be reimbursed by the Trust Advisor, if a court of competent jurisdiction makes a final, non-appealable
judgment that the Trust Advisor was found to have acted with willful misfeasance, bad faith or negligence.


 


(b)          The
Trust Advisor agrees to indemnify the Trust and each other party to this Agreement and any of their respective directors,
officers, employees or agents or Controlling Persons, and hold them harmless against any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the
Trust or any such party may sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the
performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by the Trust Advisor.
The Trustee, the Depositor, the Certificate Administrator, the Custodian, the Special Servicer or the Master Servicer shall
immediately notify the Trust Advisor if a claim is made by a third party with respect to this Agreement, the Mortgage Loans
or the Hammond Square B Note entitling the Trust or the Trustee, the Depositor, the Certificate Administrator, the Custodian,
the Special Servicer or the Master Servicer, as the case may be, to indemnification hereunder, whereupon the Trust Advisor
shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee, the Depositor, the
Certificate Administrator, the Custodian, the Special Servicer or the Master Servicer, as the case may be) and pay all
expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Trust Advisor shall not affect
any rights the Trust or the Trustee, the Depositor, the Certificate Administrator, the Custodian, the Special Servicer or the
Master Servicer may have to indemnification under this Agreement or otherwise, unless the Trust Advisor’s defense of
such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this
Agreement and the termination or resignation of the Trust Advisor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian or the Trustee. The Trust Advisor shall not be entitled to reimbursement from the Trust for any
payment made by the Trust Advisor pursuant to this paragraph. Any expenses incurred or indemnification payments made by the
Trust Advisor shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of
competent jurisdiction makes a final, non-appealable judgment that the


 






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conduct of the Trust Advisor was not culpable or such indemnifying party was found to not have
acted with willful misfeasance, bad faith or negligence.


 


Section 10.12     Termination
of the Trust Advisor.


 


(a)          A
“Trust Advisor Termination Event” means any one of the following events whether it shall be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body:


 


(i)          any
failure by the Trust Advisor to observe or perform in any material respect any of its covenants or agreements or the material breach
of its representations or warranties under this Agreement, which failure or breach shall continue unremedied for a period of thirty
(30) days after the date on which written notice of such failure or breach shall have been given to the Trust Advisor by the Trustee
or the Certificate Administrator or to the Trust Advisor and the Certificate Administrator by the Holders of Certificates (other
than the Class HMD Certificates) having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates (other
than the Class HMD Certificates); provided that with respect to any such failure or breach which is not curable within such
30-day period, the Trust Advisor shall have an additional cure period of thirty (30) days to effect such cure so long as it has
commenced to cure such failure or breach within the initial 30-day period and has provided the Trustee and the Certificate Administrator
with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


 


(ii)         any
failure by the Trust Advisor to perform in accordance with the Trust Advisor Standard which failure shall continue unremedied for
a period of thirty (30) days;


 


(iii)        any
failure by the Trust Advisor to be an Eligible Trust Advisor, which failure shall continue unremedied for a period of thirty (30)
days;


 


(iv)        a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered against the Trust Advisor, and such decree or order shall have remained
in force undischarged or unstayed for a period of sixty (60) days;


 


(v)          the
Trust Advisor shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency,
readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the
Trust Advisor or of or relating to all or substantially all of its property;


  



(vi)        the
Trust Advisor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or


 






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(vii)       if,
and for so long as the Trust or a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement is subject
to the reporting requirements of the Exchange Act, the Trust Advisor shall fail to deliver any Regulation AB and any Exchange Act
reporting items required to be delivered by it under Article XIII of this Agreement at the times required under such Article.


 


Upon receipt by
the Certificate Administrator of notice of the occurrence of any Trust Advisor Termination Event, the Certificate
Administrator shall promptly provide written notice to all Certificateholders by posting such notice on its internet website
and by mail, unless the Certificate Administrator has received notice that it has been remedied. If a Trust Advisor
Termination Event shall occur, then, and in each and every such case, so long as such Trust Advisor Termination Event shall
not have been remedied, either (i) the Trustee may or (ii) upon the written direction of Holders of Certificates (other than
the Class HMD Certificates) evidencing not less than 25% of the Voting Rights of all the Certificates (other than the Class
HMD Certificates), the Trustee shall, terminate all of the rights and obligations of the Trust Advisor under this Agreement,
other than rights and obligations accrued prior to such termination, by notice in writing to the Trust Advisor.
Notwithstanding anything herein to the contrary, the Depositor shall have the right, but not the obligation, to notify the
Certificate Administrator and the Trustee of any Trust Advisor Termination Event of which the Depositor becomes aware.


 


(b)          Upon
(i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of all the Certificates
(other than the Class HMD Certificates) requesting a vote to terminate the existing Trust Advisor and to replace the existing Trust
Advisor with a proposed successor Trust Advisor that is an Eligible Trust Advisor, (ii) payment by such Holders to the Trust, the
Certificate Administrator and the Trust Advisor, as applicable, of the reasonable fees and expenses to be incurred by the Trust,
the Certificate Administrator and the Trust Advisor, as applicable, in connection with such vote (which fees and expenses will
not constitute Additional Trust Expenses) and (iii) obtaining the consent (which shall be obtained prior to any solicitation of
votes below) of the Controlling Class Representative during any Subordinate Control Period and any Collective Consultation Period
(such consent not to be unreasonably withheld, and such consent shall be deemed to have been granted if no objection is made within
ten (10) Business Days following the Controlling Class Representative’s receipt of the request for consent and, if granted
or deemed granted, such consent cannot thereafter be revoked or withdrawn), the Certificate Administrator shall promptly provide
written notice of the requested vote described in clause (i) above to all Certificateholders by (A) posting such notice
on its internet website and including in the next Distribution Date Statement a statement that such request was received, and (B)
mailing it to their addresses appearing in the Certificate Register. Upon the written direction of Holders of Certificates evidencing
more than 75% of all the Voting Rights of the Certificates (other than the Class HMD
Certificates), the Trustee shall terminate all of the rights (other than the right to receive accrued and unpaid fees and
expense reimbursements and the right to indemnification hereunder) and obligations of the Trust Advisor under this Agreement
with respect to the Mortgage Loans and the Hammond Square A/B Whole Loan by notice in writing to the Trust Advisor; provided
that if that written direction is not provided within 180 days of the initial request for a vote to terminate and replace the
Trust Advisor, then that written direction will have no force and effect. In addition, the Holders of Certificates evidencing
more than 75% of all the Voting Rights of the Certificates (other than the 


 






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Class HMD Certificates)
may direct the Trustee not to replace the terminated Trust Advisor); provided that if at any time there is no Trust Advisor
acting in such capacity, the provisions of this Agreement relating to the rights (other than the right to receive accrued and
unpaid fees and expense reimbursements and the right to indemnification hereunder) and obligations of the Trust Advisor will have
no force and effect; and provided, further, that, if the Holders of at least 25% of the Voting Rights of the Certificates
(other than the Class HMD Certificates) subsequently request a vote to reinstate the role of Trust Advisor and appoint a new Trust
Advisor under this Agreement, and the Holders of at least 75% of the Voting Rights of the Certificates (other than the Class HMD
Certificates) vote in favor of such reinstatement and appointment, then a new Trust Advisor will be appointed and references to
Trust Advisor in this Agreement will again be applicable. The provisions set forth in the foregoing sentences of this Section
10.12(b) shall be binding upon and inure solely to the benefit of the Certificateholders and the Trustee as between each other.
The Trust Advisor shall not have any cause of action based upon or arising from any breach or alleged breach of such provisions;
provided that this sentence shall not affect the Trust Advisor’s right to receive accrued and unpaid fees and expense
reimbursements and the right to indemnification hereunder. As between the Trust Advisor, on the one hand, and the Certificateholders,
on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Trust Advisor.


 


(c)          If
there are no Classes of Principal Balance Certificates outstanding other than the Control Eligible Certificates, then the Holders
of Certificates representing greater than 50% of the junior-most Class of such Classes of Certificates outstanding may elect to
terminate the Trust Advisor without payment of any termination fee by written notice delivered to the Depositor and the Trust Advisor;
provided, that the Certificate Principal Balance of the Class HMD Certificates has been reduced to zero. Upon its receipt
of notice from such Holders of their election to so terminate the Trust Advisor, the Trustee shall terminate all of the rights
and obligations of the Trust Advisor under this Agreement by notice in writing to the Trust Advisor. If the Trust Advisor is terminated
pursuant to this Section 10.12(c), then no replacement Trust Advisor will be appointed.


 


(d)          On
or after the receipt by the Trust Advisor of written notice of termination pursuant to Section 10.12(a), Section
10.12(b) or Section 10.12(c), or the effectiveness of any resignation by the Trust Advisor pursuant to Section
10.8, all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated
Trust Advisor shall execute any and all documents and other instruments, and do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later
than fifteen (15) Business Days (or such longer period of time as may be reasonably necessary to find a willing successor
trust advisor if no willing successor trust advisor can be identified in such fifteen (15) Business Day period) after (1) the
Trust Advisor resigns pursuant to Section 10.8 or (2) the Trustee delivers such written notice of termination to the
Trust Advisor pursuant to Section 10.12(a) or Section 10.12(b), the Trustee shall appoint a successor Trust
Advisor (to the extent a willing successor trust advisor can be identified) that is an Eligible Trust Advisor (which
successor Trust Advisor may be an Affiliate of the Trustee) and shall be the recommended or proposed Trust Advisor in the
case of a resignation pursuant to Section 10.8(b) or a termination pursuant to Section 10.12(b). During any
Subordinate Control Period and any Collective Consultation Period, the Controlling Class Representative shall have the right
to consent, such consent not to be unreasonably withheld, to


 






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any replacement for a Trust Advisor terminated
pursuant to Section 10.12(a) (except that such consent will be deemed to have been granted if no objection is made within
ten (10) Business Days following the Controlling Class Representative’s receipt of the request for consent and, if granted,
such consent cannot thereafter be revoked or withdrawn). If the Trustee is the successor Master Servicer or successor Special Servicer,
neither the Trustee nor any of its Affiliates shall be the successor Trust Advisor. If the termination of the Trust Advisor is
pursuant to Section 10.12(b), and if the Holders of Certificates representing more than 75% of the aggregate Voting Rights
of the Certificates (other than the Class HMD Certificates) so direct, then the Trustee shall not replace the terminated Trust
Advisor (subject to the provisos to the third (3rd) sentence of Section 10.12(b)). Except as contemplated by
Section 10.12(b), and except for any consent rights of the Controlling Class Representative expressly set forth in this
Article X, the appointment of the successor Trust Advisor shall not be subject to the vote, consent or approval of the Holder
of any Class of Certificates. The Trust Advisor shall not at any time be the Depositor, the Master Servicer, the Special Servicer,
a Seller or an Affiliate of any of them. If any of such entities becomes the Trust Advisor, including by means of an affiliation
arising after the date hereof, the Trust Advisor shall immediately resign, and the Trustee shall appoint a successor Trust Advisor
subject to and in accordance with this Section 10.12(d).


 


Upon any resignation
or termination of the Trust Advisor and, if applicable, appointment of a successor Trust Advisor, the Trustee shall, as soon as
possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator (who shall promptly
post such notice to the Certificateholder’s Website pursuant to Section 5.4), the 17g-5 Information Provider (who
shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 5.7), the Depositor,
the Certificateholders and, during any Subordinate Control Period and any Collective Consultation Period, the Controlling Class
Representative. If the Trust Advisor resigns or is terminated for any reason, all of its rights and obligations under this Agreement
shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including the right to
receive all fees, expenses and indemnities accrued and owing to it under this Agreement which shall be payable in accordance with
the priorities and subject to the limitations set forth herein including, without limitation, Section 6.11).


 


Section 10.13     Rights of the Holders of a Serviced B Note and Serviced Companion Loan. With respect to each A/B Whole Loan (if any) and
Loan Pair (if any), the holder of any related Serviced B Note and the holder of any related Serviced Companion Loan shall
have such consent rights or consultation rights, if any, during the specified time periods, as are set forth in the related
Intercreditor Agreement.


 


Notwithstanding
the foregoing, if the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing
Standard, that immediate action is necessary to protect the interest of the Certificateholders and the holder of any related
Serviced B Note or Serviced Companion Loan (as a collective whole), then the Master Servicer or Special Servicer, as
applicable may take any such action without waiting for the response of the holder of the Serviced B Note or holder of the
Serviced Companion Loan provided for in the related Intercreditor Agreement.


 






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In addition, with respect
to any A/B Whole Loan or Loan Pair, to the extent provided for in the related Intercreditor Agreement, the holder of a Serviced
B Note or holder of a Serviced Companion Loan may direct the Master Servicer or Special Servicer, as applicable, to take, or to
refrain from taking, such actions as such holder may deem advisable or as to which provision is otherwise made herein. Upon reasonable
request, to the extent provided for in the related Intercreditor Agreement, the Master Servicer or Special Servicer, as applicable,
shall, with respect to any A/B Whole Loan or Loan Pair, provide the holder of a Serviced B Note or holder of a Serviced Companion
Loan with any information in the Master Servicer’s or Special Servicer’s, as applicable, possession with respect to
such matters, including its reasons for determining to take a proposed action.


 


If the holder of a Serviced
B Note or holder of a Serviced Companion Loan (in each case for so long as it is the related Loan-Specific Directing Holder) shall
direct the Master Servicer or the Special Servicer to take any action (other than those provided for in the related Intercreditor
Agreement or in this Agreement), the Master Servicer or the Special Servicer shall be entitled to receive reimbursement from collections
on and other proceeds of such Serviced B Note or Serviced Companion Loan for (i) its reasonable out-of-pocket expenses incurred
in taking such action and (ii) to the extent that such action constitutes an extraordinary action not in the ordinary course of
administering and servicing such mortgage loan, other reasonable costs incurred by the Master Servicer or the Special Servicer
in taking such action. The Master Servicer or the Special Servicer shall notify such holder, prior to taking the related action,
if the Master Servicer or the Special Servicer anticipates that it will seek reimbursement therefor under the preceding sentence,
and of the estimated amount of such reimbursement, and shall further notify such holder if it intends to obtain actual reimbursement
in excess of the estimated amount.


 


Notwithstanding anything
herein to the contrary, no advice, direction or objection from the holder of a Serviced B Note or holder of a Serviced Companion
Loan, as contemplated by this Agreement, may (and the Master Servicer and Special Servicer, as applicable, shall ignore and act
without regard to any such advice, direction or objection that the Master Servicer or Special Servicer, as applicable, has determined,
in accordance with the Servicing Standard, will) (i) require or cause the Master Servicer or the Special Servicer to violate applicable
law, the terms of any Mortgage Loan, any provision of this Agreement or the REMIC Provisions, including the Master Servicer’s
or the Special Servicer’s obligation to act in accordance with the Servicing Standard, (ii) result in an Adverse REMIC Event
with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust, (iii) expose the Trust, the
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, or any of their respective
Affiliates, officers, directors, employees or agents, to any material claim, suit or liability, or (iv) materially expand the scope
of the Master Servicer’s or Special Servicer’s responsibilities under this Agreement.


 


With respect to
any Serviced B Note or Serviced Companion Loan, the Master Servicer (if the Serviced B Note or Serviced Companion Loan has
not become a Specially Serviced Mortgage Loan and the related Mortgaged Property has not become an REO Property) or the
Special Servicer (if the Serviced B Note or Serviced Companion Loan has become a Specially Serviced Mortgage Loan or the
related Mortgaged Property has become an REO Property) shall prepare and make available (or to the extent required pursuant
to the terms of the related Intercreditor Agreement, deliver) to the holder of such Serviced B Note or Serviced


 






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Companion Loan, the related Loan-Specific Directing Holder and the related
Non-Directing Holder (or its designee or representative) all notices, reports, statements and communications to be delivered by
the holder of the related Mortgage Loan under the Intercreditor Agreement, and shall perform all duties and obligations to be performed
by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the related Mortgage Loan
pursuant to the related Intercreditor Agreement.


 


If the holder of any
Serviced Companion Loan notifies the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer of any
changes in the name and contact information of the holder of such Serviced Companion Loan, the party receiving such information
shall promptly notify the other such parties thereof. The Trustee, the Certificate Administrator, the Custodian, the Master Servicer
and the Special Servicer may each conclusively rely on the information so provided to it by any other such party regarding identity
and/or contact information of the holder of any Serviced Companion Loan, and none of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer or the Special Servicer, as applicable, shall have any liability for notices or reports not
sent to the correct holder of any Serviced Companion Loan or any obligation to obtain the consent of or consult with the correct
holder of any Serviced Companion Loan to the extent any other such party or the holder of such Serviced Companion Loan has not
provided updated or correct information regarding the holder of such Serviced Companion Loan or has not provided the most recent
identity and/or contact information regarding the holder of such Serviced Companion Loan to the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer or the Special Servicer, as applicable.


 


Section 10.14
     Rights of Non-Directing Holders. With respect to each Loan Pair (as and to the extent provided for under the related
Intercreditor Agreement), the Master Servicer or the Special Servicer, as applicable, shall:


 


(a)          consult
with the related Non-Directing Holder (or its designee or representative) on a strictly non-binding basis, to the extent
that such Non-Directing Holder (or its designee or representative) requests consultation with respect to any “major
decision” or “major action” set forth in the related Intercreditor Agreement or the implementation of any
recommended actions outlined in an Asset Status Report relating to the Loan Pair, as applicable, and to consider alternative
actions recommended by such Non-Directing Holder (or its designee or representative); provided, that, subject to the
related Intercreditor Agreement, if the related Non-Directing Holder fails to respond within ten (10) Business Days from the
delivery to the related Non-Directing Holder (or its designee or representative) of written notice of a proposed action,
together with copies of the related notice, information or report, or any other communication relating to a proposed action,
the Master Servicer or Special Servicer, as applicable, shall no longer be obligated to consult with the applicable
Non-Directing Holder (or its designee or representative) (unless the Master Servicer or Special Servicer, as applicable,
proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10)
Business Day period shall begin anew from the date of such proposal and delivery of all information relating thereto).
Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Master Servicer or the Special
Servicer, as applicable, may take any “major decision” or “major action” set forth in the related
Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the


 






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aforementioned ten (10) Business Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate
action with respect thereto is necessary to protect the interests of the Certificateholders and the holder of the related Serviced
Companion Loan. Unless otherwise specified in the related Intercreditor Agreement, neither the Master Servicer nor the Special
Servicer shall be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder; and


 


(b)          in
addition to the foregoing non-binding consultation rights, as and to the extent provided for in the related Intercreditor Agreement,
the Non-Directing Holder shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon
reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing
issues related to the related A/B Whole Loan or Loan Pair, as applicable, are discussed.


 


ARTICLE
XI

PURCHASE AND TERMINATION OF THE TRUST


 


Section 11.1     Termination
of Trust Upon Repurchase or Liquidation of All Mortgage Loans.


 


(a)          The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and other
than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan or the Hammond Square B Note remaining in the Trust (and final distribution
to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii)
the sale of the property held by the Trust in accordance with Section 11.1(b) or (iii) voluntary exchange by the Sole Certificateholder
of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage Loans, the Hammond
Square B Note and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that
in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.


 


(b)          If
on any date the aggregate principal balance of the Mortgage Loans and the Hammond Square B Note is less than or equal to
1.0% of the sum of (i) the initial Aggregate Stated Principal Balance of the Mortgage Loans and (ii) the principal balance of
the Hammond Square B Note as of the Cut-Off Date, the Master Servicer shall give the Trustee, the Custodian, the Certificate
Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly forward
such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC
III Regular Certificates (other than the Class HMD Certificates), the Special Servicer, the Master Servicer and the Holders
of the Class R Certificates. The Holders of a majority of the most subordinate Class of REMIC III Regular Certificates (other
than the Class HMD Certificates) then outstanding, the Special Servicer, the Master Servicer and the Holder of Certificates
representing a majority interest in the Class R Certificates, in such priority (and in the case of the Class R


 






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Certificateholders, a majority of
the Class R Certificateholders), may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan
Pair, subject to the rights of the holder of the related Serviced B Note or Serviced Companion Loan provided for in the
related Intercreditor Agreement), the Hammond Square B Note and any other property, if any (including, without limitation,
any REO property), remaining in the Trust. If any party desires to exercise such option, it will notify the Certificate
Administrator who shall notify any party with a prior right to exercise such option. If any party that has been provided
notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate Administrator within ten (10)
Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets of the Trust, then such
party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase the assets of
the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust in
accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below,
the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the
Trustee shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the
benefit of the Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the
Mortgage Loans and the Hammond Square B Note. The “Termination Price” shall equal 100% of the aggregate
Unpaid Principal Balances of the Mortgage Loans and the Hammond Square B Note (other than REO Mortgage Loans, REO Serviced B
Notes and Mortgage Loans (or the Hammond Square B Note, if applicable) as to which a Final Recovery Determination has been
made) on the day of such purchase plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or
Mortgage Rates less the Master Servicing Fee Rate if the Master Servicer is the purchaser), to the Due Date for each Mortgage
Loan or the Hammond Square B Note, as applicable, ending in the Collection Period with respect to which such purchase occurs,
plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and the fair market value of any
REO Properties and other property remaining in REMIC I. Any person or entity making the purchase shall also be responsible
for reimbursing the parties to this Agreement for all reasonable out-of-pocket costs and expenses incurred by the parties in
connection with such purchase. The Trustee shall consult with the Underwriters and the Initial Purchasers or their respective
successors, as advisers, in order for the Trustee to determine whether the fair market value of the property constituting the
Trust has been offered; provided that, if an Affiliate of any Underwriter or Initial Purchaser is exercising its right
to purchase the Trust assets, the Trustee shall consult with the Special Servicer in order for the Trustee to determine
whether the fair market value of the property constituting the Trust has been offered, provided that the Special
Servicer is not an Affiliate of any Holder of Class R Certificates, the Master Servicer or the Trustee (the fees and expenses
of such determination which shall be paid for by the buyer of the property constituting the Trust). If the Trustee consults
with any Underwriter or Initial Purchaser or their respective successors, or with the Special Servicer, in each case pursuant
to the immediately preceding sentence, the Trustee shall be entitled to rely conclusively on any written confirmation given
by such party as to whether the fair market value of the property constituting the Trust has been offered. As a condition to
the purchase of the Trust assets pursuant to this Section 11.1(b), the Person(s) exercising the option must deliver to
the Trustee an Opinion of Counsel, which shall be at the expense of such Person(s) stating that such termination will be a
“qualified liquidation” under section 860F(a)(4) of the Code. Such purchase shall be made in accordance with Section
11.3. Notwithstanding the foregoing, if the Trustee is required to


 






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determine whether an offer represents the fair market value of the property constituting the Trust,
unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the
Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party
expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or
commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar
to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has been
offered. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively
upon such third party’s determination. 


 


(c)          [Reserved]


 


(d)          Following
the date on which the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-4, Class A-S, Class X-A, Class X-B, Class X-D,
Class B, Class C and Class D Certificates are retired, the Sole Certificateholder shall have the right to exchange all of its
Certificates (including the Class HMD Certificates, but other than the Class V and Class R Certificates) for all of the
Mortgage Loans, the Hammond Square B Note and each REO Property remaining in the Trust Fund as contemplated by Section
11.1(a)(iii) by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated
date of exchange. If the Sole Certificateholder elects to exchange all of its Certificates (other than the Class V and Class
R Certificates)) for all of the Mortgage Loans, the Hammond Square B Note and the Trust Fund’s portion of each REO
Property remaining in the Trust (in each case, and where applicable, subject to the terms of the related Intercreditor
Agreement) in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on
which the final distribution on the Certificates is to occur, shall (i) deposit in the Collection Account an amount in
immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer,
the Custodian, the Trustee, the Trust Advisor and the Certificate Administrator hereunder through the date of the liquidation
of the Trust Fund that may be withdrawn from the Collection Account pursuant to Section 5.2 or that may be withdrawn
from the Distribution Account pursuant to Section 5.3, but only to the extent that such amounts are not already on
deposit in the Collection Account and (ii) pay to the Master Servicer an amount equal to (i) the product of (a) the Advance
Rate, (b) the Aggregate Certificate Balance of the then-outstanding Principal Balance Certificates as of the date of such
exchange and (c) three, divided by (ii) 360. In addition, the Servicer shall transfer all amounts required to be transferred
to the Excess Interest Sub-account on the Master Servicer Remittance Date related to such Distribution Date in which the
final distribution on the Certificates is to occur from the Collection Account. Upon confirmation that such final deposits
have been made and following the surrender of all its Certificates (other than the Class V and Class R Certificates) on the
final Distribution Date, the Certificate Administrator shall upon receipt of a Request for Release from the Master
Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the
remaining Mortgage Loans and, if applicable, the Hammond Square B Note 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, the Hammond Square B Note and any REO Properties remaining in the Trust Fund, and the Trust Fund shall be liquidated
in accordance with Section 11.2. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to
have purchased the assets of the REMIC 


 






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I for an amount equal to the
remaining Certificate Balance of the Principal Balance Certificates and the Class HMD Certificates, plus accrued, unpaid
interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributable in
respect of such Certificates and REMIC I Regular Interests.


 


(e)          Upon
the termination of the Trust, any Class V Specific Grantor Trust Assets held by the Grantor Trust shall be distributed to the Class
V Certificateholders on a pro rata basis.


 


(f)          Upon
the sale of the A Note relating to an A/B Whole Loan by the Trust or the payment in full of such A Note, the related Serviced B
Note shall no longer be subject to this Agreement and shall no longer be serviced by the Master Servicer or the Special Servicer.


 


Section 11.2     Procedure Upon Termination of Trust.


 


(a)          Notice
of any termination pursuant to the provisions of Section 11.1, specifying the Distribution Date upon which the final distribution
shall be made, shall be given promptly by the Certificate Administrator to the Trustee, the 17g-5 Information Provider, the Holders
of the Class V and Class R Certificates and the REMIC III Regular Certificates mailed no later than ten (10) days prior to the
date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class V and
Class R Certificates and the REMIC III Regular Certificates will be made, and upon presentation and surrender of such Certificates
at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distribution being made only upon presentation and surrender of such Certificates at the office
or agency of the Certificate Registrar therein specified. The Certificate Administrator shall give such notice to the Depositor,
the Trustee and the Certificate Registrar at the time such notice is given to Holders of such Certificates. Upon any such termination,
the duties of the Certificate Registrar with respect to the Class V and Class R Certificates and the REMIC III Regular Certificates
shall terminate and the Trustee shall terminate, or request the Master Servicer and the Certificate Administrator to terminate,
the Collection Account and the Distribution Account and any other account or fund maintained with respect to the Certificates,
subject to the Certificate Administrator’s obligation hereunder to hold all amounts payable to the Holders of the Class V
and Class R Certificates and the REMIC III Regular Certificates in trust without interest pending such payment.


 


(b)          If
all of the Holders do not surrender their certificates evidencing the Class V and Class R Certificates and the REMIC III
Regular Certificates for cancellation within three (3) months after the time specified in the above-mentioned written notice,
then the Certificate Registrar shall give a second (2nd) written notice to the remaining Holders of such
Certificates to surrender their Certificates evidencing such Certificates for cancellation and receive the final distribution
with respect thereto. If within one year after the second (2nd) notice any such Certificates shall not have been
surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Holders of such
Certificates concerning surrender of such Certificates, and the cost thereof shall be paid out of the amounts distributable
to such Holders. If within two (2) years after the second (2nd) notice any such Certificates shall not have been
surrendered for cancellation, the Certificate Administrator shall, subject to


 






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applicable state law relating to escheatment, hold all amounts distributable to such Holders for the benefit of such Holders. No
interest shall accrue on any amount held by the Trustee and not distributed to a Holder of such Certificates due to such Certificateholder’s
failure to surrender its Certificate(s) for payment of the final distribution thereon in accordance with this Section. Any money
held by the Certificate Administrator pending distribution under this Section 11.2 after ninety (90) days after the adoption
of a plan of complete liquidation shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially
owned by the related Holder.


 


Section 11.3     Additional Trust Termination Requirements.


 


(a)          The
Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request of
the Master Servicer or the Class R Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator
subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R Certificateholders, as the case
may be), addressed to the Depositor, the Trustee and the Certificate Administrator to the effect that the failure of the Trust
to comply with the requirements of this Section 11.3 will not (i) result in the imposition of taxes on “prohibited
transactions” on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at
any time that any Certificates are outstanding:


 


(i)          Within
eighty-nine (89) days prior to the time of the making of the final payment on the REMIC III Regular Certificates and the Class
V and Class R Certificates, the Master Servicer shall prepare and the Trustee (on behalf of REMIC I, REMIC II or REMIC III) shall
adopt a plan of complete liquidation of each REMIC Pool, meeting the requirements of a qualified liquidation under the REMIC Provisions,
which plan need not be in any special form and the date of which, in general, shall be the date of the notice specified in Section
11.2(a) and shall be specified in a statement attached to the federal income tax return of each applicable REMIC Pool;


 


(ii)        At
or after the date of adoption of such a plan of complete liquidation and at or prior to the time of making of the final payment
on the REMIC III Regular Certificates, the Trustee shall sell all of the assets of the Trust for cash at the Termination Price;
provided that if the Holders of the Class R Certificates are purchasing the assets of the Trust or REMIC I, the amount to
be paid by such Holders may be paid net of the amount to be paid to such Holders as final distributions on any Certificates held
by such Holders;


 


(iii)       At
the time of the making of the final payment on the REMIC III Regular Interests, the Certificate Administrator shall
distribute or credit, or cause to be distributed or credited, (A) to the Holders of the Class R Certificates all assets of
REMIC I remaining after such final payment of the REMIC I Regular Interests, (B) to the Holders of the Class R Certificates
all assets of REMIC II remaining after such final payment of the REMIC II Regular Interests and (C) to the Holders of the
Class R Certificates all remaining assets of REMIC III (in each case other than cash retained to meet claims); and upon
making of the final payment to all Class R Certificates of all remaining assets of each REMIC Pool, and the Trust shall
terminate at that time; and


 


 



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(iv)        In
no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular Interests, or
the final distribution or credit to the Holders of the Class R Certificates, respectively, be made after the 89th day from the
date on which the plan of complete liquidation is adopted.


 


(b)          By
their acceptance of the Class R Certificates, the Holders thereof hereby (i) authorize the Trustee to take such action as may be
necessary to adopt a plan of complete liquidation of each REMIC Pool, and (ii) agree to take such other action as may be necessary
to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization shall be binding
upon all successor Class R Certificateholders.


 


ARTICLE
XII

REMIC AND GRANTOR TRUST ADMINISTRATION


 


The provisions of this
Article XII shall apply to each REMIC Pool and the Grantor Trust, as applicable.


 


Section 12.1     REMIC Administration.


 


(a)          An
election will be made by the Certificate Administrator on behalf of the Trustee to treat the segregated pool of assets consisting
of the Mortgage Loans (including the Herald Center REMIC II Regular Interest A-3) and the Hammond Square B Note (in each case other
than any Excess Interest payable thereon), such amounts with respect thereto as shall from time to time be held in the Collection
Account, the Reserve Accounts and the Distribution Account (exclusive of the Excess Interest Sub-account), the Insurance Policies
and any related amounts in the REO Account and, to the extent of the Trust’s interest therein, any related REO Properties
as a REMIC under the Code (such REMIC being herein designated as “REMIC I”), other than any portion of the foregoing
amounts allocable to a Serviced B Note (other than the Hammond Square B Note) or Serviced Companion Loan. Such elections will be
made on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending
on the last day of the calendar year in which the REMIC I Interests are issued. For purposes of such election, the REMIC I Regular
Interests shall be designated as the “regular interests” in REMIC I, and the REMIC I Residual Interest (which shall
be evidenced by the Class R Certificates) shall be designated as the sole class of “residual interests” in REMIC I.


 


An election will
be made by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC I Regular Interests
as a REMIC under the Code (such REMIC being herein designated as “REMIC II”). Such election will be made
on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year
ending on the last day of the calendar year in which the REMIC II Interests are issued. For the purposes of such election,
the REMIC II Regular Interests shall be designated as the “regular interests” in REMIC II, and the REMIC II
Residual Interest (which shall be evidenced by the Class R Certificates) shall be designated as the sole class of
“residual interests” in REMIC II.


 


An election will be made
by the Certificate Administrator to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC
under the Code (such REMIC being herein designated as “REMIC III”). Such election will be made on Form 1066
or


 






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other
appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the
calendar year in which the REMIC III Interests are issued. For purposes of such election, the Class A-1, Class A-SB, Class A-2,
Class A-3, Class A-4, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class HMD Certificates
and the Class X REMIC III Regular Interests shall be designated as the “regular interests” in REMIC III, and the REMIC
III Residual Interest (which shall be evidenced by the Class R Certificates) shall be designated as the sole class of “residual
interests” in REMIC III.


 


The Trustee and the Certificate
Administrator shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in
any of the REMIC Pools other than the REMIC I Interests, the REMIC II Interests and the REMIC III Interests.


 


The Certificate Administrator
shall make any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor provision)
to any of REMIC I, REMIC II or REMIC III and (ii) to avoid payment by any of REMIC I, REMIC II or REMIC III under Section 6225
of the Code 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 of REMIC I, REMIC II or REMIC III, past or present. A holder of any residual interest in any of
REMIC I, REMIC II or REMIC III 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 such a REMIC that can be designated under the Code.


 


Any Threshold Event Collateral
posted by a Loan-Specific Directing Holder pursuant to the related Intercreditor Agreement shall be held by the Master Servicer
in an outside reserve fund which shall not be an asset of any REMIC, and the Loan-Specific Directing Holder that posted such Threshold
Event Collateral shall be the owner of such outside reserve fund, all within the meaning of Treasury Regulation Section 1.860G-2(h).
Any such Threshold Event Collateral shall be applied in the same manner as collections on the related Loan Pair or A/B Whole Loan,
as applicable, as and to the extent provided for in the related Intercreditor Agreement, including without limitation by means
of the Trustee, the Master Servicer or the Special Servicer drawing on any letter of credit delivered as Threshold Event Collateral
as and to the extent provided for in the related Intercreditor Agreement.


 


(b)          The
Closing Date is hereby designated as the “Startup Day” of each REMIC Pool within the meaning of Section 860G(a)(9)
of the Code.


 


(c)          The
Certificate Administrator shall pay all routine tax related expenses (not including any taxes, however denominated,
including any additions to tax, penalties and interest) of each REMIC Pool, excluding any professional fees or extraordinary
expenses related to audits or any administrative or judicial proceedings with respect to each REMIC Pool that involve the
Internal Revenue Service or state tax authorities.


 


(d)          The
Certificate Administrator shall cause to be prepared, signed, and timely filed with the Internal Revenue Service, on behalf of
each REMIC Pool, an application for a taxpayer identification number for such REMIC Pool on Internal Revenue Service Form SS-4.
The Certificate Administrator, upon receipt from the Internal Revenue Service of the Notice of


 






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Taxpayer
Identification Number Assigned, shall promptly forward a copy of such notice to the Depositor and the Master Servicer. The Certificate
Administrator shall prepare and file Form 8811 on behalf of each REMIC Pool and shall designate an appropriate Person to respond
to inquiries by or on behalf of Certificateholders for original issue discount and related information in accordance with applicable
provisions of the Code.


 


(e)          The
Certificate Administrator shall prepare and file, or cause to be prepared and filed, all of each REMIC Pool’s federal
and state income or franchise tax and information returns as such REMIC Pool’s direct representative, and the
Certificate Administrator (or, if necessary, the Trustee) shall sign such returns; the expenses of preparing and filing such
returns shall be borne by the Certificate Administrator, except that if additional state tax returns are required to be filed
in more than three (3) states, the Certificate Administrator shall be entitled, with respect to any such additional filings,
to (i) be paid a reasonable fee and (ii) receive its reasonable costs and expenses, both as amounts reimbursable pursuant to Section
5.2(a)(I)(vi) hereof. Each of the Depositor, the Master Servicer and the Special Servicer shall provide on a timely basis
to the Certificate Administrator or its designee such information with respect to the Trust or any REMIC Pool as is in its
possession, which the Depositor, the Master Servicer or the Special Servicer, as the case may be, has received or prepared by
virtue of its role as Depositor, Master Servicer or the Special Servicer, as the case may be, hereunder and reasonably
requested by the Certificate Administrator to enable it to perform its obligations under this subsection, and the Certificate
Administrator shall be entitled to conclusively rely on such information in the performance of its obligations hereunder. The
Depositor shall indemnify the Trust, the Trustee and the Certificate Administrator for any liability or assessment against
any of them or cost or expense (including attorneys’ fees) incurred by them resulting from any error in any of such tax
or information returns resulting from errors in the information provided by the Depositor or caused by the negligence,
willful misconduct or bad faith of the Depositor in providing any information for which the Depositor is responsible for
preparing. The Master Servicer and the Special Servicer shall indemnify the Trustee, the Certificate Administrator and the
Depositor for any liability or assessment against the Trustee, the Depositor, the Certificate Administrator or any REMIC Pool
and any expenses incurred in connection with such liability or assessment (including attorneys’ fees) resulting from
any error in any of such tax or information returns resulting from errors in the information provided by the Master Servicer
or the Special Servicer, as the case may be, or caused by the negligence, willful misconduct or bad faith of the Master
Servicer or the Special Servicer, as the case may be. The Certificate Administrator shall indemnify the Master Servicer, the
Depositor or any REMIC Pool for any expense incurred by the Master Servicer, the Depositor and any REMIC Pool resulting
from any error in any of such tax or information returns resulting from errors in the preparation of such returns caused by
the negligence, willful misconduct or bad faith of the Certificate Administrator. Each indemnified party shall immediately
notify the indemnifying party or parties of the existence of a claim for indemnification under this Section 12.1(e),
and provide the indemnifying party or parties, at the expense of such indemnifying party or parties, an opportunity to
contest the tax or assessment or expense giving rise to such claim, provided that the failure to give such
notification shall not affect the indemnification rights in favor of any REMIC Pool under this Section 12.1(e). Any
such indemnification shall survive the resignation or termination of the Master Servicer, the Certificate Administrator or
the Special Servicer, or the termination of this Agreement.


 






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(f)          The
Certificate Administrator shall perform on behalf of each REMIC Pool all reporting and other tax compliance duties that are the
responsibility of such REMIC Pool under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue
Service or any state or local taxing authority. Among its other duties, the Certificate Administrator shall provide (i) to the
Internal Revenue Service or other Persons (including, but not limited to, the Transferor of a Class R Certificate, a Disqualified
Organization or an agent that has acquired such Class R Certificate on behalf of a Disqualified Organization) such information
as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Disqualified Organization
and (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions.


 


(g)          The
Certificate Administrator shall forward to the Depositor copies of quarterly and annual REMIC tax returns and Internal Revenue
Service Form 1099 information returns and such other information within the control of the Certificate Administrator as the Depositor
may reasonably request in writing. Moreover, the Certificate Administrator shall forward to each Certificateholder such forms and
furnish such information within its control as are required by the Code to be furnished to them, shall prepare and file with the
appropriate state authorities as may to the actual knowledge of a Responsible Officer of the Certificate Administrator be required
by applicable law and shall prepare and disseminate to Certificateholders Internal Revenue Service Forms 1099 (or otherwise furnish
information within the control of the Certificate Administrator) to the extent required by applicable law. The Certificate Administrator
will make available to any Certificateholder any tax related information required to be made available to Certificateholders pursuant
to the Code and any regulations thereunder.


 


(h)          The
Holder of more than 50% of the Percentage Interests in the Class R Certificates (or of the greatest percentage of the Class
R Certificates if no Holder holds more than 50% thereof) shall be the Tax Matters Person for each of REMIC I, REMIC II and
REMIC III. The duties of the Tax Matters Person for each of the REMIC Pools are hereby delegated to the Certificate
Administrator, and each Class R Certificateholder, by acceptance of its Class R Certificate, agrees, on behalf of itself and
all successor holders of such Class R Certificate, to such delegation to the Certificate Administrator as their agent and
attorney in fact. If the Code or applicable regulations prohibits the Certificate Administrator (or, if necessary, the
Trustee) from signing any applicable Internal Revenue Service, court or other administrative documents or from acting as Tax
Matters Person (as an agent or otherwise), the Certificate Administrator shall take whatever action is necessary for the
signing of such documents and designation of a Tax Matters Person, including the designation of the Holder of more than 50%
of the Percentage Interests in the Class R Certificates (or of the greatest percentage of the Class R Certificates if no
Holder holds more than 50% thereof). The Certificate Administrator shall not be required to expend or risk its own funds or
otherwise incur any other financial liability in the performance of its duties hereunder or in the exercise of any of its
rights or powers (except to the extent of the ordinary expenses of performing its duties under this Agreement), if it shall
have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.


 


(i)          The
Trustee, the Certificate Administrator, the Custodian, the Holders of the Class R Certificates, the Master Servicer and the Special
Servicer shall each exercise


 






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reasonable care, to the extent within its control, and with respect to each of the Trustee, the Certificate
Administrator, the Custodian, the Master Servicer and the Special Servicer, within the scope of its express duties, and shall each
act in accordance with this Agreement and the REMIC Provisions in order to create and maintain the status of each REMIC Pool as
a REMIC for so long as any REMIC III Regular Certificates are outstanding and the Grantor
Trust as a grantor trust for so long as any Class V Certificates are outstanding.


 


(j)          The
Trustee, the Certificate Administrator, the Custodian, the Master Servicer, the Special Servicer and the Holders of Class R Certificates
shall not take any action or fail to take any action or cause any REMIC Pool to take any action or fail to take any action if any
of such Persons knows or could, upon the exercise of reasonable diligence, know, that, under the REMIC Provisions such action or
failure, as the case may be, could (i) endanger the status of any REMIC Pool as a REMIC (ii) result in the imposition of a tax
upon any REMIC Pool (including but not limited to the tax on “prohibited transactions” as defined in Code Section 860F(a)(2))
or (iii) endanger the status of the Grantor Trust as a grantor trust unless the Trustee and the Certificate Administrator have
received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action
will not endanger such status or result in the imposition of such a tax. Any action required under this Section which would result
in an unusual or unexpected expense shall be undertaken at the expense of the party requiring the Trustee, the Certificate Administrator,
the Custodian or the Holders of the Class R Certificates to undertake such action.


 


(k)          If
any tax is imposed on any REMIC Pool, including, without limitation, “prohibited transactions” taxes as defined in
Section 860F(a)(2) of the Code, any tax on “net income from foreclosure property” as defined in Section 860G(c) of
the Code, any taxes on contributions to any REMIC Pool after the Startup Day pursuant to Section 860G(d) of the Code, and any other
tax imposed by the Code or any applicable provisions of state or local tax laws (other than any tax permitted to be incurred by
the Special Servicer pursuant to Section 9.14(e)), then such tax, together with all incidental costs and expenses (including,
without limitation, penalties and reasonable attorneys’ fees), shall be charged to and paid by: (i) the Certificate Administrator,
if such tax arises out of or results from a breach of any of its obligations under this Agreement; (ii) the Special Servicer, if
such tax arises out of or results from a breach by the Special Servicer of any of its obligations under this Agreement; (iii) the
Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under this
Agreement; and (iv) the Trust in all other instances. Any tax permitted to be incurred by the Special Servicer pursuant to Section
9.14(e) shall be charged to and paid by the Trust from the net income generated on the related REO Property. Any such amounts
payable by the Trust in respect of taxes shall be paid by the Certificate Administrator out of amounts on deposit in the Distribution
Account.


 


(l)          The
Certificate Administrator and, to the extent that books and records are maintained by the Master Servicer or the Special Servicer
in the normal course of its business, the Master Servicer and the Special Servicer shall, for federal income tax purposes, maintain
books and records with respect to each REMIC Pool on a calendar year and on an accrual basis. The books and records must be sufficient
concerning the nature and amount of each REMIC Pool’s investments to show that such REMIC Pool has complied with the REMIC
Provisions.


 






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(m)          None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall enter into any arrangement by
which any REMIC Pool will receive a fee or other compensation for services.


 


(n)          In
order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause
to be provided, to the Certificate Administrator within ten (10) days after the Closing Date all information or data that the Certificate
Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates,
including, without limitation, the yield, prepayment assumption, issue prices and projected cash flows of the Certificates, as
applicable, and the projected cash flows of the Mortgage Loans and the Hammond Square B Note. Thereafter, the Depositor shall provide
to the Certificate Administrator or its designee, promptly upon request therefor, any such additional information or data within
the Depositor’s possession or knowledge that the Certificate Administrator may, from time to time, reasonably request in
order to enable the Certificate Administrator to perform its duties as set forth herein. The Certificate Administrator is hereby
directed to use any and all such information or data provided by the Depositor in the preparation of all federal and state income
or franchise tax and information returns and reports for each REMIC Pool to Certificateholders as required herein. The Depositor
hereby indemnifies the Trustee, the Certificate Administrator and each REMIC Pool for any losses, liabilities, damages, claims,
expenses (including attorneys’ fees) or assessments against the Trustee, the Certificate Administrator and each REMIC Pool
arising from any errors or miscalculations of the Certificate Administrator pursuant to this Section that result from any failure
of the Depositor to provide, or to cause to be provided, accurate information or data to the Certificate Administrator (but not
resulting from the methodology employed by the Certificate Administrator) on a timely basis and such indemnification shall survive
the termination of this Agreement and the termination or resignation of the Certificate Administrator.


 


The Certificate Administrator
agrees that all such information or data so obtained by it are to be regarded as confidential information and agrees that it shall
use its reasonable best efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain
in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all of such information or data,
or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally available to the public (other than as a result
of a breach of this Section 12.1(n)) or is required by law or applicable regulations to be disclosed or is disclosed (i)
to independent auditors and accountants, counsel and other professional advisers of the Certificate Administrator and its parent,
or (ii) in connection with its rights and obligations under this Agreement.


 





(o)          At
all times as may be required by the Code, the Master Servicer will to the extent within its control and the scope of its duties
more specifically set forth herein, maintain substantially all of the assets of each REMIC Pool as “qualified mortgages”
as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(p)          For
the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the “latest possible maturity date” for each
Class of the Class A-1, Class A-SB,


 






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Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class J and Class HMD Certificates, for each Class X REMIC III Regular Interest, for each REMIC I Regular Interest
and for each REMIC II Regular Interest is the related Rated Final Distribution Date.


 


Section 12.2     Prohibited
Transactions and Activities. None of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer or the
Special Servicer shall permit the sale, disposition or substitution of any of the Mortgage Loans or the Hammond Square B Note
(except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan or the Hammond Square B Note, as applicable,
(ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a “qualified liquidation”
as defined in Section 860F(a)(4) of the Code, or (iv) a repurchase or substitution contemplated by Article II hereof),
nor acquire any assets for the Trust, except as contemplated by Article II hereof, nor sell or dispose of any investments
in the Collection Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash
contribution during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense
of the Person requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A)
affect adversely the status of any REMIC Pool as a REMIC or of the regular interests therein, (B) affect the distribution of interest
or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except
pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on “prohibited transactions”
or “prohibited contributions” or other tax pursuant to the REMIC Provisions.


 


Section 12.3     Modifications
of Mortgage Loans. Notwithstanding anything to the contrary in this Agreement, none of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer or the Special Servicer shall permit any modification of a Money Term of a Mortgage Loan (or
of a related Serviced B Note or Serviced Companion Loan) unless (i) the Trustee, the Special Servicer, the Certificate Administrator,
the Custodian and the Master Servicer have received a Nondisqualification Opinion or a ruling from the Internal Revenue Service
(at the expense of the related Mortgagor, any holder of a related Serviced B Note or Serviced Companion Loan or the Trust) to
the effect that such modification would not be treated as an exchange pursuant to Section 1001 of the Code (or, if it would be
so treated, would not be treated as a “significant modification” for purposes of Section 1.860G-2(b) of the Treasury
Regulations) or (ii) such modification meets the requirements set forth in Sections 8.18 or 9.5.


 


Section
12.4     Liability with Respect to Certain Taxes and Loss of REMIC Status. If any REMIC Pool
fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or tax as a result of a prohibited
transaction or prohibited contribution subject to taxation under the REMIC Provisions due to the negligent performance by
either the Trustee or the Certificate Administrator of its respective duties and obligations set forth herein, the Trustee or
the Certificate Administrator, as the case may be, shall be liable to the REMIC Pools and the Holders of the Class R
Certificates for any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from
such negligence and relating to the Class R Certificates; provided, that the Trustee or the Certificate Administrator,
as applicable, shall not be liable for any such Losses attributable to the action or inaction of the Master Servicer, the
Special Servicer, the Trustee (with respect to the Certificate Administrator), the Certificate Administrator (with


 






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respect to the Trustee), the Depositor or the Holders of the Class R Certificates nor for
any such Losses resulting from any actions or failure to act based upon reliance on an Opinion of Counsel or from misinformation
provided by the Master Servicer, the Special Servicer, the Trustee (with respect to the Certificate Administrator), the Certificate
Administrator (with respect to the Trustee), the Depositor or the Holders of the Class R Certificates on which the Trustee or
the Certificate Administrator, as the case may be, has relied. The foregoing shall not be deemed to limit or restrict the rights
and remedies of the Holders of the Class R Certificates now or hereafter existing at law or in equity. The Trustee or the Certificate
Administrator shall be entitled to intervene in any litigation in connection with the foregoing and to maintain control over its
defense.


 


Section 12.5     Grantor Trust.


 


(a)          Any
Class V Specific Grantor Trust Assets held in the Grantor Trust, consisting of the right to any Excess Interest in respect of the
ARD Mortgage Loans and the Excess Interest Sub-account, shall be held by the Certificate Administrator on behalf of the Trustee
for the benefit of the Holders of the Class V Grantor Trust Interest, represented by the Class V Certificates, which Class V Certificates,
in the aggregate, shall evidence 100% beneficial ownership of such assets from and after the Closing Date.


 


(b)          [Reserved]


 


(c)          Under
no circumstances may the Certificate Administrator vary the assets of the Grantor Trust so as to take advantage of variations in
the market so as to improve the rate of return of Holders of the Class V Certificates. The Certificate Administrator shall be deemed
to hold and shall account for the assets of the Grantor Trust separate and apart from the assets of REMIC I, REMIC II and REMIC
III created hereunder.


 


(d)          The
parties intend that the portions of the Trust consisting of the Grantor Trust shall constitute, and that the affairs of the
Trust (exclusive of the REMIC Pools) shall be conducted so as to qualify such portion as, a “grantor trust” under
the Code, as an “investment trust” under Treasury Regulations Section 301.7701-4(c), and as a “domestic
trust” under Treasury Regulations Section 301.7701-7, and the provisions hereof shall be interpreted consistently with
this intention. In furtherance of such intention, the Certificate Administrator shall furnish or cause to be furnished to
Holders of the Class V Certificates and shall file, or cause to be filed with the Internal Revenue Service, Form 1041 (or, if
the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other form as may be applicable, at the time
and in the manner required by the Code, indicating their respective shares of income and deductions with respect to such
grantor trust, as such amounts accrue or are received, as the case may be.


 


(e)          The
Grantor Trust is a WHFIT that is a WHMT.


 


Section 12.6     Grantor
Trust Reporting Requirements.


 


(a)          The
Certificate Administrator will report as required under the WHFIT Regulations to the extent such information that is reasonably
necessary to enable the Certificate Administrator to do so, and that is not already in its possession, is provided to the Certificate


 






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Administrator
on a timely basis. The Certificate Administrator is hereby directed to assume that Depository is the only “middleman”
as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the identities of other “middlemen”
that are Certificateholders. The Certificate Administrator shall be entitled to rely on the first (1st) sentence of
this paragraph and shall be entitled to indemnification in accordance with the terms of this Agreement if the Internal Revenue
Service makes a determination that the first (1st) sentence of this paragraph is incorrect.


 


(b)          The
Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method,
except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under
no obligation to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make
available WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible
or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the
Certificateholder.


 


(c)          The
Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any
penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information that is not already in its possession
being provided to the Certificate Administrator, or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a
WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator
with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt
of information regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial
owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(d)          To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an
appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will
represent the Rule 144A CUSIPs. The Certificate Administrator shall make reasonable good faith efforts to keep the website
accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Certificate Administrator
will use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor
reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


ARTICLE
XIII

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 13.1     Intent of the Parties; Reasonableness. Except with respect to Section 13.9, Section 13.10 and Section
13.11, the parties hereto acknowledge and agree that the purpose of this Article XIII is to facilitate compliance
by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the
Depositor nor the Certificate Administrator shall exercise its right to request delivery of information or other


 






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performance
under these provisions other than in reasonable good faith, or (except with respect to Section 13.9, Section
13.10 or Section 13.11) for purposes other than compliance with the Securities Act, the Exchange Act, the
Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge
that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided
by the Commission or its staff, or otherwise, and agree to comply with reasonable requests made by the Depositor or the
Certificate Administrator in good faith for delivery of information under these provisions on the basis of such evolving
interpretations of the requirements of Regulation AB (to the extent such interpretations require compliance and are not
“grandfathered” and do not mandate compliance). In connection with the Morgan Stanley Bank of America Merrill
Lynch Trust 2015-C27 transaction, each of the parties to this Agreement shall cooperate fully with the Depositor and the
Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, as
applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and
any other information in its possession and necessary in the reasonable good faith determination of the Depositor or the
Certificate Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together
with such disclosure relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian and
the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans or the Hammond
Square B Note, reasonably believed by the Depositor or the Certificate Administrator, as applicable, to be necessary in order
to effect such compliance. None of the Master Servicer, the Trust Advisor, the Trustee, the Custodian, any Sub-Servicer or
the Special Servicer are responsible for filing any Exchange Act report with the Commission on behalf of the Trust. Each
party to this Agreement shall have a reasonable period of time to comply with any written request made under this Section
13.1, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow
the Depositor or the Certificate Administrator, as applicable, to satisfy any related filing requirements. For purposes of
this Article XIII, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a
third party to perform, such party hereunder shall not be required to bring any legal action against such third party in
connection with such obligation.


 


Section 13.2     Information
to be Provided by the Master Servicer, the Special Servicer, the Custodian, any Primary Servicer and the Certificate Administrator.


 


(a)          For
so long as the Trust, and with respect to any Serviced Companion Loan that is deposited into an Other Securitization, such Other
Securitization, is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Trustee,
the Custodian and the Certificate Administrator shall (and each of the Master Servicer, the Special Servicer, the Trustee, the
Custodian and the Certificate Administrator, as applicable, shall (a) use commercially reasonable efforts to cause each Sub-Servicer
(other than any party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date
with respect to the Mortgage Loans and (b) cause each Sub-Servicer (other than any party to this Agreement) with which it has entered
into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to) (i) notify the Depositor, or the depositor
in the Other Securitization with respect to the related Serviced Companion Loan, in writing of (A) any litigation or governmental
proceedings pending against the Master Servicer, the Special Servicer,


 






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the Trustee, the Custodian, the Certificate Administrator
or such Sub-Servicer, as the case may be, or with respect to any of its property, that, in each such case, would be material to
Certificateholders and (B) any affiliations of the type described in Item 1119 of Regulation AB or relationships of the type described
in Item 1119 of Regulation AB that develop following the Closing Date between the Master Servicer, the Special Servicer, the Trustee,
the Custodian or the Certificate Administrator (or, if applicable, any Sub-Servicer) (and any other parties identified in writing
by the requesting party), on the one hand, and any other such party on the other, as the case may be, as such affiliation or relationship
relates to the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27 transaction (or an Other Securitization, if applicable),
and (ii) provide to the Depositor a description of such legal proceedings, affiliations or relationships, in each case, in a form
that would enable the Depositor to satisfy its reporting obligations under Item 1117 or 1119 of Regulation AB, as applicable.


 


(b)          In
connection with the succession to the Master Servicer, the Special Servicer, the Custodian, any Additional Servicer, any Sub-Servicer
or the Trustee as servicer or trustee under this Agreement by any Person (i) into which the Master Servicer, the Special Servicer,
the Custodian, any Additional Servicer, any Sub-Servicer or the Trustee, as the case may be, may be merged or consolidated, or
(ii) which may be appointed as a successor to the Master Servicer, the Special Servicer, the Custodian, any Additional Servicer,
any Sub-Servicer or the Trustee, as the case may be, the Master Servicer, the Special Servicer, the Custodian, any Additional Servicer,
any Sub-Servicer or the Trustee, as the case may be, shall (and each of the Master Servicer, the Special Servicer, the Custodian
or the Trustee, as applicable, shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer
(other than any party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date
with respect to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer (other than any party to this Agreement)
with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to) provide
to the Depositor, at least fifteen (15) calendar days prior to the effective date of such succession or appointment, as long as
such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement, otherwise
no later than the effective date of such succession or appointment, (x) written notice to the Depositor of such succession or appointment
and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by
the Depositor so that it may comply with its reporting obligation under Item 6.02 of Form 8-K as it relates to the Servicing Function
with respect to any class of Certificates.


 


(c)          With
respect to any Serviced Companion Loan that is deposited into an Other Securitization, the Master Servicer, the Special
Servicer, the Trustee, the Custodian and the Certificate Administrator shall, to the extent the out-of-pocket cost thereof
(including any reasonable attorney fees) is paid or caused to be paid by the applicable party set forth below in this Section
13.2(c), take all actions reasonably requested of it to enable such Other Securitization to comply with Regulation AB.
For the avoidance of doubt and without limiting the foregoing, the Master Servicer, the Special Servicer, the Trustee, the
Custodian and the Certificate
Administrator shall, if requested by the depositor for such Other Securitization, provide disclosure (in substantially the same
form as the disclosure provided by it in the Prospectus Supplement, to the extent reasonably necessary to comply with Regulation
AB) regarding the Master Servicer, the Special Servicer, the Trustee, the Custodian and the


 






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 Certificate Administrator, respectively,
as reasonably and in good faith determined by the depositor in such Other Securitization to be required by Regulation AB for inclusion
in disclosure documents with respect to such Other Securitization, together with an opinion of counsel as to the compliance of
such disclosure with the requirements of Regulation AB and indemnification substantially similar to that provided in connection
with the offering of the Certificates regarding damages incurred in connection with the non-compliance with the requirements of
Regulation AB relating to the disclosure referred to in this sentence.


 


The out-of-pocket cost
of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf of the Master
Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator pursuant to this Section 13.2(c)
shall be paid or caused to be paid (pursuant to a payment arrangement reasonably acceptable to the delivering party and the receiving
party and agreed to as a condition precedent to delivery of such items) by the applicable Seller that transferred the related Serviced
Companion Loan to the related Other Depositor for inclusion in such Other Securitization; provided, that if any such information
is provided in connection with the termination, removal, resignation or any other replacement of the Master Servicer, the Special
Servicer, the Trustee, the Custodian or the Certificate Administrator under this Agreement, the out-of-pocket cost of the information,
opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf of the Master Servicer, the Special
Servicer, the Trustee, the Custodian or the Certificate Administrator, as the case may be, pursuant to this Section 13.2(c)
shall be paid or caused to be paid by the same party or parties required to pay the costs and expenses relating to such termination,
removal, resignation or other replacement pursuant to this Agreement.


 


(d)          If
any Person appointed as a subcontractor or agent of the Master Servicer, the Special Servicer, the Trust Advisor, the
Trustee, the Custodian or the Certificate Administrator (whether appointed directly by such party or by a Sub-Servicer or
subcontractor or agent) would be a Servicing Function Participant, the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian or the Certificate Administrator, as the case may be, shall promptly following request
provide to the Depositor and the Certificate Administrator a written description (in form and substance satisfactory to the
Depositor) of the role and function of such Person, which description shall include (i) the identity of such subcontractor,
and (ii) which elements of the Servicing Criteria will be addressed in the assessments of compliance to be provided by such
subcontractor or agent. In addition, except with respect to any Seller Sub-Servicer under a sub-servicing agreement effective
as of the Closing Date, if any Sub-Servicer, or any subcontractor or agent described above, would be a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB, the engagement of such Person in such capacity shall not be effective unless and until five (5) Business Days have
elapsed following the delivery of notice of the proposed engagement and the related agreement to the Depositor and the
Certificate Administrator. Such notice shall contain all information reasonably necessary, and in such form as may be
necessary, to enable the Certificate Administrator to accurately and timely report the event under Item 6.02 of Form 8-K
pursuant to Section 13.7 (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)          Each
of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian, the Certificate Administrator and the Trustee shall
(i) terminate, in accordance with


 






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the related sub-servicing agreement, any Sub-Servicer with which it has entered into such sub-servicing
agreement, if such Sub-Servicer is in breach of any of its obligations under such sub-servicing agreement whose purpose is to facilitate
compliance by the Depositor with the reporting requirements of the Exchange Act or with the provisions of Regulation AB and the
related rules and regulations of the Commission; and (ii) cause each such sub-servicing agreement to entitle the Depositor to terminate
such sub-servicing agreement upon any such breach without the consent of any other Person. The Depositor is hereby authorized to
exercise the rights described in the preceding clause (ii) in its sole discretion.


 


Section 13.3     Filing Obligations. The Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Trustee and each Sub-Servicer shall (and the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Trustee and each Sub-Servicer, as applicable, shall (a) use commercially reasonable efforts to cause each Sub-Servicer
(other than any party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date
with respect to the Mortgage Loans and (b) cause each Sub-Servicer (other than any party to this Agreement) with which it has
entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to) reasonably cooperate with
the Depositor in connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act.


 


Section
13.4     Form 10-D Filings.


 


Within 15 calendar
days after each Distribution Date (or, if such 15th day is not a Business Day, the immediately preceding Business
Day) (the “10-D Filing Deadline”) (subject to permitted extensions under the Exchange Act), the
Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form
and substance as required by the Exchange Act and as approved by the Depositor. The Certificate Administrator shall file each
Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any necessary disclosure in addition to
the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall, pursuant to the immediately succeeding paragraph, be reported by the parties set forth on Schedule
XI and directed to the Depositor and the Certificate Administrator (or the Master Servicer, as specified in the
immediately succeeding paragraph) for approval by the Depositor. The Certificate Administrator will have no duty or liability
for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than such Additional Form 10-D
Disclosure which is to be reported by it as set forth on Schedule XI) absent such reporting, direction and approval.
The Certificate Administrator shall include in any Form 10-D filed by it (i) to the extent such information is provided to
the Certificate Administrator by the Depositor for inclusion therein, (a) the information required by Rule 15Ga-1(a) under
the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase or replace for breach of the
representations and warranties and (b) a reference to the most recent Form ABS-15G filed by the Depositor and each Seller, if
applicable, and the Commission assigned “Central Index Key” number for each such filer, (ii) to the extent such
information is provided to the Certificate Administrator by the Master Servicer for inclusion therein within the time period
described in the immediately succeeding paragraph, the balances of the Collection Account and any REO Account as of the
related Distribution Date and as of the immediately preceding Distribution Date and (iii) the balances of the
Distribution Account, the Interest Reserve Account, the Excess Liquidation


 






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Proceeds Reserve Account and the TA Unused Fees Account, in each case as of the
related Distribution Date and as of the immediately preceding Distribution Date. The Certificate Administrator and the Depositor
shall be entitled together to determine the manner of the presentation of such information (including the dates as of which such
information is presented) in accordance with applicable laws and regulations.


 


For so long as the
Trust is subject to the reporting requirements of the Exchange Act, within five (5) calendar days after the related Distribution
Date, each Person identified on Schedule XI shall be required to provide to the Depositor and the Certificate Administrator
(or, with respect to any Serviced Companion Loan that is deposited into an Other Securitization, the depositor and the trustee
in such Other Securitization), to the extent known by such person, the form and substance of the corresponding Additional Form
10-D Disclosure set forth on Schedule XI, if applicable, and in a form readily convertible to an EDGAR-compatible format,
or in such other form as otherwise agreed by the Depositor, the Certificate Administrator and such party; provided, that
information relating to any REO Account to be reported under Item 8: Other Information on Schedule XI shall be reported
by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date. Any such Additional
Form 10-D Disclosure to be delivered to the Certificate Administrator shall be delivered to it via email at cts.sec.notifications@wellsfargo.com.
Each Person set forth on Schedule XI hereto shall include with such Additional Form 10-D Disclosure an Additional Disclosure
Notification in the form attached hereto as Schedule XIV. The Certificate Administrator shall provide prompt notice to the
Depositor (or, with respect to a Serviced Companion Loan deposited into an Other Securitization, the depositor and the trustee
in such Other Securitization) to the extent the Certificate Administrator is notified of an event reportable on Form 10-D for which
it has not received the necessary Additional Form 10-D Disclosure from such party. The Certificate Administrator shall have no
duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule XI of their duties under
this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless
otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the second (2nd)
calendar day after such fifth (5th) calendar day after the related Distribution Date, the Certificate Administrator
shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible
for any reasonable fees charged and out-of-pocket expenses incurred by the Certificate Administrator in connection with including
any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. Any notice delivered to the Certificate Administrator
pursuant to this paragraph shall be delivered by facsimile to (410) 715-2380 and by email to cts.sec.notifications@wellsfargo.com,
or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing.




 


On or prior to the
end of business on the 11th calendar day (or, if such day is not a Business Day, the immediately preceding Business
Day) after the related Distribution Date the Certificate Administrator shall prepare and deliver electronically the Form 10-D
to the Depositor for review. No later than the end of business on the 12th calendar day after the related Distribution
Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes
to such Form 10-D. No later than the end of business on the 13th calendar day after the related Distribution Date,
the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of its approval of 

 






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such
Form 10-D, and shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. Form 10-D requires the registrant to indicate (by checking
“yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby instructs the Certificate
Administrator, with respect to each Form 10-D, to check “yes” for each item unless the Certificate Administrator has
received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no”
for an item which notice shall be delivered to the Certificate Administrator no later than the end of business on the 5th
calendar day after the related Distribution Date. The Certificate Administrator shall (a) file such Form 10-D not later
than 5:30 p.m. (New York City time) on the 10-D Filing Deadline or (b) use commercially reasonable best efforts to file such Form
10-D, if the Certificate Administrator received the signed Form 10-D after the signing deadline set forth in Section 13.14,
not later than 5:30 p.m. (New York City time) on the 10-D Filing Deadline; provided that if the Certificate Administrator
cannot file the Form 10-D prior to the deadline set forth in the immediately preceding clause (b), the Certificate Administrator
shall file such Form 10-D as soon as possible thereafter. If a Form 10-D cannot be filed on time or if a previously filed Form
10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 13.8(b). After
filing with the Commission, the Certificate Administrator shall promptly, pursuant to Section 5.4, make available on its
internet website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this
Agreement acknowledge (and each Additional Servicer and each Servicing Function Participant shall be required to acknowledge)
that the performance by the Certificate Administrator of its duties under this Section 13.4 related to the timely preparation
and filing of Form 10-D is contingent upon such parties (and, to the extent applicable, any Additional Servicer or Servicing Function
Participant) observing all applicable deadlines in the performance of their duties under this Section 13.4. The Certificate
Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly
prepare, arrange for execution or file such Form 10-D where such failure results from the Certificate Administrator’s inability
or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or
file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. Any notices or draft Form 10-D delivered
to the Depositor pursuant to this Section 13.4 shall be delivered by email to cmbs_filings@morganstanley.com, or
such other address as may hereafter be furnished by the Depositor to the other parties in writing.


 


Section 13.5     Form
10-K Filing. On or prior to 5:30 p.m. (New York City time) on the 90th calendar day (or if such day is not a Business
Day, the immediately preceding Business Day) after the end of each fiscal year of the Trust or such earlier date as may be required
by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends
on December 31st of each year), commencing in March 2016, the Certificate Administrator shall prepare and file on behalf
of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following
items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames
set forth in this Agreement, (i) an annual compliance statement for


 






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each Certifying Servicer, as set forth under Section 13.9,
(ii)(A) the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as set forth under
Section 13.10, and (B) if any Reporting Servicer’s report on assessment of compliance with Servicing Criteria described
under Section 13.10 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance,
or if any Reporting Servicer’s report on assessment of compliance with Servicing Criteria described under Section 13.10
is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why
such report is not included, (iii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as
set forth under Section 13.11, and (B) if any registered public accounting firm attestation report described under Section
13.11 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any
such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation as to why such report is not included, and (iv) a Sarbanes-Oxley Certification as set
forth in Section 13.6. Any disclosure or information in addition to (i) through (iv) above that is required to be included
on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the paragraph immediately below, be reported
by the parties set forth on Schedule XII and directed to the Depositor and the Certificate Administrator for approval by
the Depositor. The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth
on Schedule XII) absent such reporting, direction and approval.


 


For so long as
the Trust, and, with respect to any Serviced Companion Loan, the trust in the related Other Securitization, are subject to
the reporting requirements of the Exchange Act, no later than March 7th of each year subsequent to the fiscal year
that the Trust is subject to the Exchange Act reporting requirements, commencing in 2016, each Person identified on Schedule
XII shall be required to provide to the Depositor (or, with respect to any Serviced Companion Loan that is deposited into
an Other Securitization, the depositor and the trustee in such Other Securitization) and the Certificate Administrator, to
the extent known by such Person, the form and substance of the corresponding Additional Form 10-K Disclosure as set forth on Schedule
XII, if applicable, and in a form that is readily convertible to an EDGAR-compatible form (to the extent available to
such party in such format), or in such other form as otherwise agreed by the Depositor, the Certificate Administrator and
such Person. Any such Additional Form 10-K Disclosure to be delivered to the Certificate Administrator shall be delivered to
it via email at cts.sec.notifications@wellsfargo.com. Each Person set forth on Schedule XII hereto shall
include with such Additional Form 10-K Disclosure an Additional Disclosure Notification in the form attached hereto as Schedule
XIV. The Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the
Depositor to the extent the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not
received the necessary Additional Form 10-K Disclosure from such party. The Certificate Administrator has no duty under this
Agreement to monitor or enforce the performance by the parties listed on Schedule XII of their duties under this
paragraph or to proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Unless
otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by March
15th, the Certificate Administrator shall include the form and substance of the Additional Form 10-K Disclosure on
the related Form 10-K. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses
incurred by the Certificate Administrator in


 






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connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
paragraph. Any notice delivered to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to
(410) 715-2380 and by email to cts.sec.notifications@wellsfargo.com, or such other address as may hereafter be furnished
by the Certificate Administrator to the other parties in writing.


 


On or prior to
the end of business on March 23rd (or, if such day is not a Business Day, the immediately preceding Business Day),
the Certificate Administrator shall prepare and deliver electronically a draft copy of the Form 10-K to the Depositor for
review. No later than 5:00 p.m. (New York City time) on the 3rd Business Day prior to the 10-K Filing Deadline, a
senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of
such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.
Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.” The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K, to
check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be
furnished electronically) from the Depositor that the answer should be “no” for an item which notice shall be
delivered to the Certificate Administrator no later than 5:00 p.m. (New York City time) on the 15th calendar day of March in
any year in which the Trust is required to file a Form 10-K. The Certificate Administrator shall be entitled to rely on such
representations in preparing, executing and/or filing any Form 10-K. If a Form 10-K cannot be filed on time or if a
previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section
13.8(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 5.4, make
available on its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate
Administrator. The signing party at the Depositor can be contacted at the address identified in Section 14.5. The
parties to this Agreement acknowledge (and each Additional Servicer and each Servicing Function Participant shall be required
to acknowledge) that the performance by the Certificate Administrator of its duties under this Section 13.5 related to
the timely preparation and filing of Form 10-K is contingent upon such parties (and, to the extent applicable, any Additional
Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article
XIII. The Certificate Administrator shall have no liability with respect to any failure to properly prepare, arrange for
execution or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive on a
timely basis any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K on a
timely basis, not resulting from its own negligence, bad faith or willful misconduct. Any notices or draft Form 10-K
delivered to the Depositor pursuant to this Section 13.5 shall be delivered by email to cmbs_filings@morganstanley.com,
or such other address as may hereafter be furnished by the Depositor to the other parties in writing.


 


If a Form 10-K is permitted
to be filed notwithstanding any missing information for inclusion therein, the Certificate Administrator shall nonetheless file
such Form 10-K and, if Regulation AB (or Form 10-K itself) permits the inclusion of an explanation why such information is missing,
the Certificate Administrator shall include such explanation of the


 






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circumstances (such explanation to be based solely on such
notice regarding the same as may have been delivered to the Certificate Administrator by the person responsible for the missing
information).


 


Section 13.6     Sarbanes-Oxley
Certification.


 


Each Form 10-K shall
include a certification (the “Sarbanes-Oxley Certification”), exactly as set forth in Exhibit P-1 attached
hereto, required to be included therewith pursuant to the Sarbanes-Oxley Act. Each Reporting Servicer shall provide, and each Reporting
Servicer shall (a) use commercially reasonable efforts to cause each Servicing Function Participant (other than any party to this
Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage
Loans and (b) cause each Servicing Function Participant (other than any party to this Agreement) with which it has entered into
a servicing relationship after the Closing Date with respect to the Mortgage Loans to provide, to the Person who signs the Sarbanes-Oxley
Certification (the “Certifying Person”), by noon (New York City time) on March 10th (with no grace
period) of each year subsequent to the fiscal year in which the Trust is subject to the reporting requirements of the Exchange
Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit P-2,
upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers,
directors and Affiliates (collectively with the Certifying Person, the “Certification Parties”) can reasonably
rely. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust.
Such officer of the Certifying Person can be contacted at the address identified in Section 14.5. If any Reporting Servicer
is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing
agreement, as the case may be, such Reporting Servicer shall provide a Performance Certification and a reliance certificate to
the Certifying Person pursuant to this Section 13.6 with respect to the period of time it was subject to this Agreement
or the applicable sub-servicing or primary servicing agreement, as the case may be.


 


Each Performance
Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual
compliance statement (as applicable) provided pursuant to Section 13.9, (ii) annual report on assessment of compliance
with Servicing Criteria provided pursuant to Section 13.10 and (iii) registered public accounting firm attestation
report provided pursuant to Section 13.11 and shall include a certification that each such annual report on assessment
of compliance discloses any material instances of noncompliance described to the registered public accountants of such
Reporting Servicer to enable such accountants to render the attestation provided for in Section 13.11.


 


If any Serviced Companion
Loan is deposited into a commercial mortgage securitization, and the applicable Reporting Servicer is provided with timely and
complete contact information for the parties to the Other Securitization and the person signing the Other Securitization’s
Sarbanes-Oxley Certification, such Reporting Servicer shall provide to the Person who signs the Sarbanes-Oxley Certification with
respect to an Other Securitization a Performance Certification (which shall address the matters contained in the Performance Certification,
but solely with respect to the related Serviced Companion Loan), upon which such certifying person, the entity for which the certifying
person acts as an officer, and such entity’s officers, directors and Affiliates can reasonably rely. With respect to any
Non-Serviced Mortgage Loan serviced under


 






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a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall
use its commercially reasonable efforts to procure a Sarbanes-Oxley back-up certification from the Non-Serviced Mortgage Loan Master
Servicer, Non-Serviced Mortgage Loan Special Servicer, Non-Serviced Mortgage Loan Certificate Administrator, Non-Serviced Mortgage
Loan Custodian and the Non-Serviced Mortgage Loan Trustee in form and substance similar to a Performance Certification or in the
form specified in the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to
the Certificate Administrator and the Depositor any such Sarbanes-Oxley back-up certification received by the Master Servicer.


 


Section 13.7     Form
8-K Filings.


 


Within four (4) Business
Days after the occurrence of an event requiring disclosure (the “8-K Filing Deadline”) under Form 8-K (each
a “Reportable Event”), the Certificate Administrator, at the direction of the Depositor, shall prepare and file
on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial
Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that
is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the
paragraph immediately below, be reported by any party set forth on Schedule XIII to which such Reportable Event relates
and such Form 8-K Disclosure Information shall be directed to the Depositor and the Certificate Administrator for approval by the
Depositor. The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form
8-K Disclosure Information (other than such Form 8-K Disclosure Information which is to be reported by it as set forth on Schedule
XIII) absent such reporting, direction and approval.


 


As set forth on Schedule
XIII hereto, for so long as the Trust, and, with respect to any Serviced Companion Loan, the trust in the related Other Securitization,
are subject to the Exchange Act reporting requirements, no later than noon (New York City time) on the second (2nd)
Business Day after the occurrence of a Reportable Event the applicable Person identified on such Schedule XIII shall be
required to provide written notice to the Depositor (or with respect to any Serviced Companion Loan that is deposited into an
Other Securitization, the depositor and the trustee in such Other Securitization) and the Certificate Administrator of, to the
extent known by such Person, the form and substance of the corresponding Form 8-K Disclosure Information, as set forth on Schedule
XIII, if applicable, and in a form that is readily convertible to an EDGAR-compatible form (to the extent available to such
party in such format), or in such other form as otherwise agreed by the Depositor, the Certificate Administrator and such Party.
Each Person set forth on Schedule XIII hereto shall include with such Form 8-K Disclosure Information an Additional Disclosure
Notification in the form attached hereto as Schedule XIV. Unless otherwise directed by the Depositor, and subject to any
comments received to such disclosure from the Depositor by the close of business on the second (2nd) Business Day after
such Reportable Event, the Certificate Administrator shall include the form and substance of the Form 8-K Disclosure Information
on the related Form 8-K. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred
by the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this
paragraph. Any notice delivered to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to
(410) 715-2380 and by email to 



 






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cts.sec.notifications@wellsfargo.com, or such other address as may hereafter be furnished
by the Certificate Administrator to the other parties in writing.


 


No later than noon
(New York City time) on the 3rd Business Day after the Reportable Event, the Certificate Administrator shall prepare
the Form 8-K. No later than the end of business on the 3rd Business Day after the Reportable Event, the Depositor (or
with respect to any Serviced Companion Loan that is deposited into an Other Securitization, the depositor in such Other Securitization)
shall sign the Form 8-K. If so directed by the Depositor, the Certificate Administrator shall (a) file such Form 8-K not later
than 5:30 p.m. (New York City time) on the 4th Business Day after the related Reportable Event or (b) use reasonable
best efforts to file such Form 8-K, if the Certificate Administrator received the signed Form 8-K after the end of business on
the 3rd Business Day after the Reportable Event, not later than 5:30 pm (New York City time) on the 4th Business
Day after the related Reportable Event; provided that if the Certificate Administrator cannot file the Form 8-K prior
to the deadline set forth in the immediately preceding clause (b), the Certificate Administrator shall file such Form 8-K as soon
as possible thereafter. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate
Administrator will follow the procedures set forth in Section 13.8(b). After filing with the Commission, the Certificate
Administrator will, pursuant to Section 5.4, make available on its internet website a final executed copy of each Form 8-K
prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge (and each Additional Servicer and
each Servicing Function Participant shall be required to acknowledge) that the performance by the Certificate Administrator of
its duties under this Section 13.7 related to the timely preparation and filing of Form 8-K is contingent upon such parties
(and, to the extent applicable, any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in
the performance of their duties under this Section 13.7. The Certificate Administrator shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where
such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence,
bad faith or willful misconduct; provided that the Certificate Administrator shall prepare, arrange for execution and file
such Form 8-K where such information from such other party is not received on a timely basis or not provided by such other party.
Any notices or draft Form 8-K delivered to the Depositor pursuant to this Section 13.7 shall be delivered by email to cmbs_filings@morganstanley.com,
or such other address as may hereafter be furnished by the Depositor to the other parties in writing.


  


Notwithstanding the
second preceding paragraph, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Custodian,
each Sub-Servicer and each Servicing Function Participant, shall promptly notify (and the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Custodian, each Sub-Servicer and each Servicing Function Participant shall (a)
use commercially reasonable efforts to cause each Sub-Servicer and each Servicing Function Participant (other than any party to
this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage
Loans and (b) cause each Sub-Servicer and each Servicing Function Participant (other than any party to this Agreement) with which
it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to promptly notify) the
Depositor and the Certificate Administrator, but in no event later than noon on the second (2nd) Business Day


 






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after
its occurrence, of any Reportable Event of which it has actual knowledge to the extent such party is identified as a “Responsible
Party” on Schedule XIII with regard to such Reportable Event.


 


Section 13.8     Suspension
of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports.


 


(a)          On
or before January 30 of the first year in which the Certificate Administrator is able to do so under applicable law, the Certificate
Administrator, at the direction of the Depositor, shall prepare and file any form necessary to be filed with the Commission to
suspend reporting in respect of the Trust under the Exchange Act. After the filing of any such form, the obligations of the parties
to this Agreement under Sections 13.2(b), 13.4, 13.5, 13.6 and 13.7 shall be suspended
for so long as neither the Trust nor, with respect to any Serviced Companion Loan, the trust in the related Other Securitization,
is subject to the reporting requirements of the Exchange Act. The Certificate Administrator shall provide each Reporting Servicer
and each Seller with prompt written notice (which notice may be sent via facsimile or by email) if the Certificate Administrator
files any such forms that effectuates the suspension of the Trust’s Exchange Act reporting obligations pursuant to this Section
13.8(a).


 


(b)          The
Certificate Administrator shall promptly notify the Depositor (which notice may be sent by facsimile or by email and which
shall include the identity of those Reporting Servicers who did not deliver such information) and each Reporting Servicer
that failed to deliver such information required to be delivered by it under this Agreement, if all, or any portion of, any
required disclosure information to be included in any Form 8-K, Form 10-D or Form 10-K required to be filed pursuant to this
Agreement is not delivered to it within the delivery deadlines set forth in this Agreement (including annual compliance
statements pursuant to Section 13.9, annual reports on assessment of compliance with servicing criteria pursuant to Section
13.10 and attestation reports pursuant to Section 13.11). If the Certificate Administrator is unable to timely
file with the Commission all or any required portion of any Form 8-K, Form 10-D or Form 10-K required to be filed by this
Agreement because required disclosure information either was not delivered to it or was delivered to it after the delivery
deadlines set forth in this Agreement or for any other reason, the Certificate Administrator shall promptly notify the
Depositor (which may be sent by facsimile or by email, and which notice shall include the identity of those Reporting
Servicers who either did not deliver such information or delivered such information to it after the delivery deadlines set
forth in this Agreement) and each Reporting Servicer that failed to make such delivery. In the case of Form 10-D and Form
10-K, each such Reporting Servicer shall reasonably cooperate with the Depositor and the Certificate Administrator to prepare
and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act, which
forms shall be filed no later than one calendar day after the original due date for the related Form 10-D or Form 10-K, as
applicable. In the case of Form 8-K, the Certificate Administrator shall, upon receipt of all required Form 8-K Disclosure
Information and upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D
that is required to be filed on behalf of the Trust. If any previously filed Form 8-K, Form 10-D or Form 10-K needs to be
amended, the Certificate Administrator shall notify the Depositor and such other parties as may be required and such parties
shall reasonably cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any form filed under Section
13.8(a), Form 12b-25 or any amendment to


 






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Form 8-K, Form 10-D or Form 10-K shall be signed, in the case of form filed under Section 13.8(a), Form
12b-25 or any amendment to Form 8-K or Form 10-D, by a duly authorized officer of the Depositor, and in the case of Form 10-K,
by a senior officer of the Depositor in charge of securitization. The parties to this Agreement acknowledge (and each Additional
Servicer and each Servicing Function Participant shall be required to acknowledge) that the performance by the Certificate Administrator
of its duties under this Section 13.8 related to the timely preparation and filing of any form filed under Section 13.8(a),
a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent upon such parties (and, to the extent applicable,
any Additional Servicer or Servicing Function Participant) performing their duties under this Section 13.8(b). The Certificate
Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly
prepare and/or timely file any such form filed under Section 13.8(a), Form 12b-25 or any amendments to Forms 8-K, Form 10-D
or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely
basis, any information from any other party hereto needed to prepare, arrange for execution or file such form filed under Section
13.8(a), Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful
misconduct.


 


Section 13.9     Annual
Compliance Statements.


 


The Master
Servicer, the Special Servicer, the Certificate Administrator, the Custodian, and, if it has made an Advance during the
applicable calendar year, the Trustee (each a “Certifying Servicer”) shall (and the Master Servicer, the
Special Servicer, the Certificate Administrator and the Custodian shall (a) use commercially reasonable efforts to cause each
Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing
Date with respect to the Mortgage Loans or the Hammond Square B Note and (b) cause each Additional Servicer and each
Sub-Servicer with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage
Loans or the Hammond Square B Note, to) deliver electronically to the Depositor, the Certificate Administrator (who shall
promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section 5.4) and the 17g-5
Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section
5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period), solely in the case of the Special Servicer to the Trust Advisor (during any Collective Consultation
Period and any Senior Consultation Period) and, solely in the case of the Master Servicer and the Special Servicer of any A/B
Whole Loan or Loan Pair, to the holder of the related Serviced B Note or Serviced Companion Loan, as applicable, on or before
March 10th with respect to any Certifying Servicer or on or before March 1st (or, if such day is not a
Business Day, the immediately succeeding Business Day), with respect to any Additional Servicer and each Sub-Servicer, or if
any such day is not a Business Day, the immediately preceding Business Day (with no cure period), with respect to the Master
Servicer, the Special Servicer, the Certificate Administrator or the Custodian, of each year, commencing in March 2016, an
Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s or
Additional Servicer’s, as the case may be, activities during the preceding calendar year or portion thereof and of
such Certifying Servicer’s or Additional Servicer’s, as the case may be, performance under this Agreement, or the
applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under
such


 






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officer’s supervision and (B)
to the best of such officer’s knowledge, based on such review, such Certifying Servicer or Additional Servicer’s, as
the case may be, has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing
agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there
has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and
the nature and status thereof. Each Certifying Servicer shall, and the Master Servicer, the Special Servicer, the Certificate Administrator
and the Custodian shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer with which
it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans or the Hammond
Square B Note to, and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship
after the Closing Date with respect to the Mortgage Loans or the Hammond Square B Note to, forward a copy of each such statement
to the Rating Agencies (subject to Section 5.7) and the Controlling Class Representative (during any Subordinate Control
Period and any Collective Consultation Period). Promptly after receipt of each such Officer’s Certificate, the Depositor
and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review
such Officer’s Certificate and, if applicable, consult with each Certifying Servicer, as applicable, as to the nature of
any failures by such Certifying Servicer in the fulfillment of any of the Certifying Servicer’s obligations hereunder, or
any failures by an Additional Servicer retained by such Certifying Servicer in the fulfillment of any of such Additional Servicer’s
obligations under the applicable sub-servicing or primary servicing agreement. None of the Certifying Servicers or any Additional
Servicer or any Sub-Servicer shall be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate
until April 15, in the case of a Certifying Servicer, or April 1, in the case of any Additional Servicer or any Sub-Servicer, in
any given year so long as it has received written confirmation (which shall be provided prior to March 1st) from the
Certificate Administrator that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year.


 


If any Serviced
Companion Loan is deposited into an Other Securitization, each Certifying Servicer, to the extent applicable, shall provide
(within the time periods provided for under the related Other Companion Loan Pooling and Servicing Agreement to permit such
requesting party to comply with its reporting obligations thereunder), if requested by a party to the Other Companion Loan
Pooling and Servicing Agreement, an Officer’s Certificate as set forth in this Section. With respect to any
Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer
shall use reasonable best efforts to procure an Officer’s Certificate as set forth in this Section, or in the form
specified in the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement, from the Non-Serviced Mortgage Loan
Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator and
the Non-Serviced Mortgage Loan Custodian in form and substance similar to the Officer’s Certificate described in this
Section. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such
Officer’s Certificate received by the Master Servicer.


 


Section 13.10     
Annual Reports on Assessment of Compliance with Servicing Criteria.


 






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By March 10th
of each year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure period), commencing in
March 2016, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing
of any Mortgage Loan), the Certificate Administrator, the Custodian, the Trust Advisor and, to the extent it is a Servicing Function
Participant, the Trustee, each at its own expense, shall furnish electronically (and each of the preceding parties, as applicable,
shall (a) use commercially reasonable efforts to cause, by March 1st (or, if such day is not a Business Day, the immediately
succeeding Business Day), each Servicing Function Participant (other than a party to this Agreement) with which it has entered
into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans or the Hammond Square B Note and
(b) cause, by March 1st (or, if such day is not a Business Day, the immediately succeeding Business Day), each Servicing
Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing
Date with respect to the Mortgage Loans or the Hammond Square B Note, to furnish, each at its own expense), to the Depositor, the
Trustee, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator’s Website
pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s
Website pursuant to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period
and any Collective Consultation Period) and, solely in the case of the Master Servicer and the Special Servicer of any A/B Whole
Loan or Loan Pair, to the holder of the related Serviced B Note or Serviced Companion Loan, as applicable, a report on an assessment
of compliance with the Relevant Servicing Criteria with respect to commercial mortgage backed securities transactions taken as
a whole involving such party that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance
with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section
13.5, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion
of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued
an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and
for such period.


 


No later than
ten (10) Business Days after the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the
Master Servicer, the Special Servicer, the Custodian and the Trustee (if applicable) shall each forward to the Certificate
Administrator, the Depositor and each Seller, and the Certificate Administrator and the Depositor shall each forward to each
Seller, the name and address of each Additional Servicer and each Servicing Function Participant engaged by it and (other
than with respect to a notice to any Seller) what Relevant Servicing Criteria will be addressed in the report on assessment
of compliance prepared by such Additional Servicer or Servicing Function Participant. When the Master Servicer, the Special
Servicer, the Custodian, the Trustee (if applicable) and each Sub-Servicer submit their respective assessments by March
1st (or the immediately succeeding Business Day, if applicable) or March 10th, as applicable, to the
Certificate Administrator, each such party shall also at such time include, in its submission to the Certificate
Administrator, the assessment (and attestation pursuant to Section 13.11) of each Servicing Function Participant
engaged by it. Not later than the end of each fiscal year for which the Trust (or any other securitization trust which owns
a


 






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Serviced Companion Loan or a Non-Serviced Companion Loan) is required to file a Form 10-K and
upon written request, the Certificate Administrator shall provide to each Seller written notice of any change in the identity of
any party to this Agreement, including the name and address of any new party to this Agreement.


 


Promptly after receipt
of each such report on assessment of compliance, (i) the Depositor and, if applicable, the depositor under any Other Companion
Loan Pooling and Servicing Agreement, shall have the right to review each such report and, if applicable, consult with the Master
Servicer, the Custodian, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable) and
any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable), the
Custodian or any Servicing Function Participant, respectively, and (ii) the Certificate Administrator shall confirm that the assessments
taken individually address the Relevant Servicing Criteria for each party as set forth on Schedule X and notify the Depositor
of any exceptions. None of the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee (if applicable), the Custodian
or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until
April 15 in the case of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (if applicable),
or April 1 in the case of any Servicing Function Participant, in any given year so long as it has received written confirmation
(which shall be provided prior to March 1st) from the Certificate Administrator that a Form 10-K is not required to
be filed in respect of the Trust for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to
the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such
Reporting Servicer shall provide the reports and statements pursuant to this Section 13.10 with respect to the period of
time it was subject to this Agreement or the applicable sub-servicing agreement or primary servicing agreement, as the case may
be. The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an
assessment of compliance pursuant to this Section 13.10 by the Master Servicer, the Special Servicer, the Custodian, the
Certificate Administrator, the Trust Advisor or the Trustee shall not, as a result of being so reported, in and of itself, constitute
a breach of such parties’ obligations, as applicable, under this Agreement unless otherwise provided for in this Agreement.


 


If any Serviced
Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless of
whether the Special Servicer has commenced special servicing of any Mortgage Loan or the Hammond Square B Note), the
Custodian, the Certificate Administrator and the Trustee, each at its own expense, shall furnish (and each of the preceding
parties, as applicable, shall (a) use commercially reasonable efforts to cause each Servicing Function Participant (other
than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with
respect to the Mortgage Loans or the Hammond Square B Note and (b) cause each Servicing Function Participant (other than a
party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the
Mortgage Loans or the Hammond Square B Note, to furnish, each at its own expense), if requested by a party to the Other
Companion Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and
an attestation as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan


 






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serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use commercially
reasonable best efforts to procure an annual report on assessment of compliance as set forth in this Section and an attestation
as set forth in Section 13.11 from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer,
the Non-Serviced Mortgage Loan Certificate Administrator, the Non-Serviced Mortgage Loan Custodian and the Non-Serviced Mortgage
Loan Trustee in form and substance similar to the annual report on assessment of compliance described in this Section and the attestation
described in Section 13.11 or in the form required under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement.
The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such annual report on assessment
of compliance received by the Master Servicer.


 


Section 13.11
     Annual Independent Public Accountants’ Servicing Report.


 


By March
10th of each year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure
period), commencing in March 2016, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Trust Advisor and, to the extent it is a Servicing Function Participant, the Trustee, each at its own expense, shall
cause (and each of the preceding parties, as applicable, shall (a) use commercially reasonable efforts to cause, by March
1st (or, if such day is not a Business Day, the immediately succeeding Business Day), each Servicing Function
Participant (other than a party to this Agreement) with which it has entered into a servicing relationship on or prior to the
Closing Date with respect to the Mortgage Loans or the Hammond Square B Note and (b) cause, by March 1st (or, if
such day is not a Business Day, the immediately succeeding Business Day), each Servicing Function Participant (other than a
party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the
Mortgage Loans or the Hammond Square B Note, to cause, each at its own expense) a registered public accounting firm (which
may also render other services to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust
Advisor, the Trustee, the Custodian, such Sub-Servicer or such other Servicing Function Participant, as the case may be) that
is a member of the American Institute of Certified Public Accountants to furnish electronically a report to the Depositor,
the Trustee, the Certificate Administrator (who shall promptly upon receipt post it to the Certificate Administrator’s
Website pursuant to Section 5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5
Information Provider’s Website pursuant to Section 5.7), with a copy to the Controlling Class
Representative (during any Subordinate Control Period and any Collective Consultation Period), solely in the case of the
Special Servicer to the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period), and,
solely in the case of the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair, to the holder of the
related Serviced B Note or Serviced Companion Loan, as applicable, to the effect that (i) it has obtained a representation
regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting
Servicer of its compliance with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such
firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as
to whether such Reporting Servicer’s compliance with the Relevant Servicing Criteria was fairly stated in all material
respects, or it cannot express an overall opinion regarding such Reporting Servicer’s assessment of compliance with the
Relevant Servicing Criteria. If an overall opinion cannot be expressed, such registered public accounting


 






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firm shall state in such report why it was unable to express such an opinion. Such report must be
available for general use and not contain restricted use language.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Custodian
or the Trustee (if applicable) (or any Sub-Servicer or Servicing Function Participant with which the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trust Advisor, the Custodian or the Trustee (if applicable) has entered into a servicing
relationship with respect to the Mortgage Loans or the Hammond Square B Note (other than a party to this Agreement)), (i) the Depositor
and, if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review
the report and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust
Advisor, the Trustee (if applicable), the Custodian, any Sub-Servicer or any such Servicing Function Participant as to the nature
of any material instance of noncompliance by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust
Advisor, the Trustee, the Custodian or any such Servicing Function Participant with the Servicing Criteria applicable to such Person,
and (ii) the Certificate Administrator shall confirm that each assessment submitted pursuant to Section 13.10 is coupled
with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer, the
Special Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable), the Custodian or any Servicing
Function Participant shall not be required to deliver, or to endeavor to cause the delivery of, such reports until April 15 in
the case of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Custodian or the Trustee
(if applicable), or April 1, in the case of any Servicing Function Participant, in any given year so long as it has received written
confirmation from the Certificate Administrator that a Form 10-K is not required to be filed in respect of the Trust for the preceding
fiscal year.


 


Section 13.12
     Indemnification.


 


Each of the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian and the Trust Advisor (each
an “Indemnifying Party”) shall indemnify and hold harmless each Certification Party (and, with respect
only to clauses (ii), (iii) and (iv) below, any comparable party in an Other Securitization), their
respective directors and officers, and each other person who controls any such entity within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act (each a “Certification Indemnitee”), against any
and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation,
legal defense and any amounts paid in settlement of any claim or litigation arising out of or based upon: (i) an actual
breach by the Indemnifying Party of such Indemnifying Party’s representations under Section 3(xiv) of the
related indemnification agreement in the case of the Master Servicer, the Special Servicer, the Trustee, the Custodian or the
Certificate Administrator or under Section 3(xix) of the related indemnification agreement in the case of the Trust
Advisor, each dated the Pricing Date, between the related Indemnifying Party, the Depositor, the Underwriters and the Initial
Purchasers; (ii) the failure of any Indemnifying Party to perform its obligations under this Article XIII; (iii) the
failure of any Servicing Function Participant or Additional Servicer retained by it (other than a Seller Sub-Servicer) to
perform its obligations to the Depositor (or any depositor related to any Other Securitization which owns any Serviced
Companion Loan) or the Certificate Administrator (or


 






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any trustee or certificate administrator related to any Other Securitization which owns
any Serviced Companion Loan) under this Article XIII by the time required after giving effect to any applicable grace period
and cure period; (iv) any untrue statement or alleged untrue statement of a material fact contained in any information (x) regarding
the Indemnifying Party or any Servicing Function Participant, Additional Servicer or subcontractor engaged by it (other than any
Seller Sub-Servicer), (y) prepared by any such party described in clause (x) or any registered public accounting firm, attorney
or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such Indemnifying Party
in connection with the performance of such Indemnifying Party’s obligations described in this Article XIII, or the
omission or alleged omission to state in any such information a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided, that such Indemnifying Party shall be entitled
to participate in any action arising out of the foregoing and the Depositor shall consult with such Indemnifying Party with respect
to any litigation or audit strategy, as applicable, in connection with the foregoing and any potential settlement terms related
thereto; (v) negligence, bad faith or willful misconduct on the part of the Indemnifying Party in the performance of such obligations;
or (vi) any Deficient Exchange Act Deliverable with respect to such Indemnifying Party.


 


In addition, each of
the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian, the Certificate Administrator and the Trustee shall
cooperate (and require each Servicing Function Participant and Sub-Servicer retained by it to cooperate under the applicable subservicing
agreement) with the Depositor as necessary for the Depositor to conduct any reasonable due diligence necessary to evaluate and
assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements
under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In connection
with comments provided to the Depositor from the Commission regarding information (x) delivered by the Master Servicer, the
Special Servicer, the Trust Advisor, the Custodian, the Certificate Administrator, the Trustee, a Servicing Function
Participant or a Sub-Servicer, as applicable (“Affected Reporting Party”), (y) regarding such Affected
Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting firm, attorney or
other agent retained by such party to prepare such information, which information is contained in a report (an “ARP
Report”) filed by the Depositor under the Reporting Requirements and which comments are received subsequent to the
Depositor’s filing of such report, the Depositor shall promptly provide to such Affected Reporting Party any such
comments which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely
preparing a written response to the Commission for inclusion in the Depositor’s response to the Commission, unless such
Affected Reporting Party elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld
or delayed), to directly communicate with the Commission and negotiate a response and/or resolution with the Commission; provided,
that if an Affected Reporting Party is a Servicing Function Participant or Sub-Servicer retained by the Master Servicer or
the Special Servicer, as applicable, the Master Servicer or the Special Servicer, as applicable, shall require the Servicing
Function Participant or Sub-Servicer to provide it with, and the Master Servicer or the Special Servicer, as applicable,
shall be entitled to receive, copies of all material communications pursuant to this paragraph. If such election is made, the
applicable Affected Reporting Party shall be responsible


 






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for directly negotiating such response and/or resolution
with the Commission in a timely manner; provided, that (i) such Affected Reporting Party shall use reasonable efforts to
keep the Depositor informed of its progress with the Commission and copy the Depositor on all correspondence with the Commission
and provide the Depositor with the opportunity to participate (at the Depositor’s expense) in any telephone conferences and
meetings with the Commission and (ii) the Depositor shall cooperate with such Affected Reporting Party in order to authorize such
Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission with respect to any comments
from the Commission relating to such Affected Reporting Party and to notify the Commission of such authorization. The Depositor
and such Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission
for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred
by the Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor) in connection with the circumstances
described in the first sentence of this paragraph (other than those costs and expenses required to be at the Depositor’s
expense as set forth above) and any amendments to any ARP Reports filed with the Commission therewith shall be promptly paid by
the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor. Each of the Master Servicer, the
Special Servicer, the Trust Advisor, the Custodian, the Certificate Administrator and the Trustee shall use commercially reasonable
efforts to cause any Servicing Function Participant or Sub-Servicer retained by it to comply with the foregoing by inclusion of
similar provisions in the related sub-servicing or similar agreement.


 


The Master
Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Custodian and the Trustee shall (a) use
commercially reasonable efforts to cause each Additional Servicer (other than a party to this Agreement) with which it has
entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans or the Hammond
Square B Note and (b) cause each Additional Servicer (other than a party to this Agreement) with which it has entered into a
servicing relationship after the Closing Date with respect to the Mortgage Loans or the Hammond Square B Note, to indemnify
and hold harmless each Certification Party (and any comparable party in an Other Securitization) from and against any losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by such Certification Party arising out of (i) a breach of its obligations to provide any of the annual compliance
statements or annual assessment of servicing criteria or attestation reports pursuant to this Agreement, or the applicable
sub-servicing or primary servicing agreement, as applicable, (ii) negligence, bad faith or willful misconduct on its part in
the performance of such obligations thereunder or (iii) any Deficient Exchange Act Deliverable with respect to such
Additional Servicer.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian and the Certificate Administrator, each Additional Servicer or other Servicing
Function Participant (the “Performing Party”) shall (and the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trust Advisor, the Custodian and the Trustee shall (a) use commercially reasonable efforts to cause each Additional
Servicer or other Servicing Function Participant with which it has entered into a servicing relationship on or prior to the Closing
Date with respect to the Mortgage Loans or the Hammond Square B Note (other than a party to this Agreement) and (b) cause each
Additional Servicer or other Servicing


 






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Function Participant with which it has entered into a servicing relationship after the Closing
Date with respect to the Mortgage Loans or the Hammond Square B Note (other than a party to this Agreement), to) contribute to
the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities of the Certification
Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing
Party on the other in connection with a breach of the Performing Party’s obligations pursuant to this Article XIII (or
breach of its representations or obligations under the applicable sub-servicing or primary servicing agreement to provide any of
the annual compliance statements or annual servicing criteria compliance reports or attestation reports or otherwise comply with
the requirements of this Article XIII) or the Performing Party’s negligence, bad faith or willful misconduct in connection
therewith. The Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee
shall (a) use commercially reasonable efforts to cause each Additional Servicer or Servicing Function Participant with which it
has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans or the Hammond Square
B Note (other than a party to this Agreement) and (b) cause each Additional Servicer or Servicing Function Participant with which
it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans or the Hammond Square B
Note (other than a party to this Agreement), to agree to the foregoing indemnification and contribution obligations.


 


Promptly after
receipt by the Certification Party of notice of the commencement of any action, such Certification Party shall, if a claim in
respect thereof is to be made against an Indemnifying Party hereunder, notify in writing the Indemnifying Party of the
commencement thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability which it
may have to the Certification Party under this Agreement except to the extent that such omission to notify materially
prejudices the Indemnifying Party. In case any such action is brought against the Certification Party, after the Indemnifying
Party has been notified of the commencement of such action, such Indemnifying Party shall be entitled to participate therein
(at its own expense) and, to the extent that it may wish, shall be entitled to assume the defense thereof (jointly with any
other Indemnifying Party similarly notified) with counsel reasonably satisfactory to the Certification Party (which approval
shall not be unreasonably withheld or delayed), and after notice from the Indemnifying Party to the Certification Party of
its election to so assume the defense thereof, the Indemnifying Party shall not be liable to the Certification Party for any
expenses subsequently incurred in connection with the defense thereof other than reasonable costs of investigation. In any
such proceeding, the Certification Party shall have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of the Certification Party unless (i) the Indemnifying Party and the Certification Party
shall have agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded
parties and, in the case of an investigation by the Commission, any parties that are, or whose reporting materials are, the
subject of such investigation) include both the Indemnifying Party and the Certification Party and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the
Indemnifying Party fails within a reasonable period of time to designate counsel that is reasonably satisfactory to the
Certification Party (which approval shall not be unreasonably withheld or delayed). In no event shall the Indemnifying
Parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) in any one jurisdiction
separate from their own counsel for the Certification Party in connection with any one action or separate but


 






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similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. An Indemnifying Party shall not be liable for any settlement of any
proceeding effected without its written consent. However, if settled with such consent, the Indemnifying Party shall indemnify
the Certification Party from and against any loss or liability by reason of such settlement to the extent that the Indemnifying
Party is otherwise required to do so under this Agreement. If an Indemnifying Party assumes the defense of any proceeding, it shall
be entitled to settle such proceeding with the consent of the Certification Party (which consent shall not be unreasonably withheld
or delayed) or, if such settlement (i) provides for an unconditional release of the Certification Party in connection with all
matters relating to the proceeding that have been asserted against the Certification Party in such proceeding by the other parties
to such settlement and (ii) does not require an admission of fault by the Certification Party, without the consent of the Certification
Party.


 


Section 13.13     
Amendments.


 


This Article XIII,
Schedule X, Schedule XI, Schedule XII and Schedule XIII may be amended by the written consent of all
of the parties hereto and, if any such amendment to Schedule X, Schedule XI, Schedule XII and Schedule
XIII adds additional reporting obligations for a Seller, with the consent of the related Seller, pursuant to Section 14.3
(without, in each case, any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations or the consent of any
Certificateholder, notwithstanding anything to the contrary contained in this Agreement) for purposes of complying with Regulation
AB or the Trust’s Exchange Act reporting obligations.


 


Section 13.14
     Exchange Act Report Signatures.


 


Each Form 8-K
report, Form 10-D report and Form 10-K report shall be signed by the Depositor. The Depositor shall provide its signature to
the Certificate Administrator by electronic or fax transmission (with hard copy to follow by overnight mail) no later than
the end of business on the 13th calendar day following the related Distribution Date for Form 10-D, and not later
than the end of business on the 3rd Business Day after the Reportable Event for Form 8-K (provided, that in
each case the Certificate Administrator shall not file the related form until the Depositor has given its approval thereof).
If a Form 8-K or Form 10-D cannot be filed on time or if a previously filed Form 8-K or Form 10-D needs to be amended, the
Certificate Administrator will follow the procedures set forth in this Article XIII. The signing party at the
Depositor can be contacted at the address identified in Section 14.5.


 


Section 13.15
     Significant Obligors.


 


It
is hereby acknowledged that the Mortgaged Property securing the 535-545 Fifth Avenue Mortgage Loan is
a Significant Obligor, and, accordingly, Item 6 of Form 10-D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated
net operating income for such Mortgaged Property, as required by Item 1112(b)(1) of Regulation AB, (i) on the related Form 10-D
to be filed by the Trust (on a quarterly basis) on or before the related Significant Obligor NOI Quarterly Filing Deadline or (ii)
on each Form 10-K filed by the Trust, as applicable. 


 






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With respect to the
Mortgaged Property securing the 535-545 Fifth Avenue Mortgage Loan, prior to each Significant Obligor NOI Quarterly Filing Deadline
and Significant Obligor NOI Yearly Filing Deadline, the Certificate Administrator shall request from the related Non-Serviced Mortgage
Loan Master Servicer (1) the updated financial statements of such Significant Obligor for the applicable calendar quarter or calendar
year, together with the net operating income of such Significant Obligor for the applicable period as calculated by such Non-Serviced
Mortgage Loan Master Servicer in accordance with CREFC® guidelines or as reported by the related Mortgagor in such financial
statements, as applicable, to the extent provided in the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and
(2) an Officer’s Certificate evidencing such Non-Serviced Mortgage Loan Master Servicer’s attempts to obtain the required
financial information, in each case of clause (1) and (2), solely to the extent such Non-Serviced Mortgage Loan Master
Servicer is required to provide such information under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


If the Certificate Administrator has
not received financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case
may be, it shall include the following statement with respect to Item 6 on the related Form 10-D or Item 1112(b)(1) on the related
Form 10-K: “The information required for this [Item 6] [Item 1112(b)(1)] rests with a person or entity which is not affiliated
with the registrant. Oral and written requests have been made on behalf of the registrant, to the extent required under the related
pooling and servicing agreement, to obtain the information required for this [Item 6] [Item 1112(b)(1)], and the registrant has
been unable to obtain such information to include on this [Form 10-D] [Form 10-K] by the related filing deadline. The information
is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or
such other statement as directed by the Depositor.


 


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), along with the related
Relevant Distribution Date, with respect to an Other Securitization that includes such Serviced Companion Loan, the Master
Servicer shall, if the Master Servicer is in receipt of (i) the updated financial statements of such “significant
obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year), beginning with the
first calendar quarter following receipt of such notice from the Other Depositor, or (ii) the updated financial statements of
such “significant obligor” for any calendar year, beginning with the calendar year following such notice from the
Other Depositor, deliver to the Other Depositor and Other Trustee, on or prior to 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 or (B) if such financial
statement receipt occurs less than twelve (12) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of such “significant obligor”, together


 






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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 Mortgage Loan documents, the Master Servicer shall notify the Other Depositor with respect to
such Other Securitization that includes the related Serviced Companion Loan (or the Master Servicer shall cause a Sub-Servicer
to notify such Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing
Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to
obtain the periodic financial statements of the related Mortgagor under the related Mortgage Loan documents.


 


The Master Servicer
shall (or shall cause a Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact
the borrower related to such “significant obligor” to obtain the required financial information and is unsuccessful
and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed
by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to
the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should
be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Companion Loan Pooling
and Servicing Agreement.


 


ARTICLE
XIV

MISCELLANEOUS PROVISIONS


 


Section 14.1    Binding
Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.


 


Section
14.2    Entire Agreement. This Agreement contains the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements,
understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the
subject matter hereof. The express terms hereof control and supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof.


 


Section 14.3    Amendment.


 


(a)          This
Agreement may be amended from time to time by the parties hereto, without notice to or the consent of any of the Holders, (i) to
cure any ambiguity or to correct any error, (ii) to cause the provisions herein to conform to or be consistent with or in furtherance
of the statements made with respect to the Certificates, the Trust or this Agreement in the Preliminary Prospectus, the Final Prospectus
or the Private Placement Memorandum, or to correct or supplement any provision herein which may be inconsistent with any other
provisions herein, (iii) to amend any provision hereof to the extent necessary or desirable to maintain the


 






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status of each REMIC
Pool as a REMIC (or of the Grantor Trust as a grantor trust or to facilitate the administration or reporting thereof) for the
purposes of federal income tax law (or comparable provisions of state income tax law), (iv) to make any other provisions with
respect to matters or questions arising under or with respect to this Agreement not inconsistent with the provisions hereof,
(v) to modify, add to or eliminate the provisions of Article III relating to transfers of Class R Certificates, (vi)
to amend any provision herein to the extent necessary or desirable to list the Certificates on a stock exchange, including,
without limitation, the appointment of one or more sub-certificate administrators and the requirement that certain
information be delivered to such sub-certificate administrators, (vii) to modify the provisions relating to the timing of
Advance reimbursements in order to conform them to the commercial mortgage-backed securities industry standard for such
provisions if (w) the Depositor, the Trustee and the Master Servicer determine that that industry standard has changed, (x)
such modification will not result in an Adverse REMIC Event or Adverse Grantor Trust Event, as evidenced by an Opinion of
Counsel, (y) each Rating Agency shall have been provided with a Rating Agency Communication with respect to such modification
and (z) during any Subordinate Control Period and any Collective Consultation Period, the Controlling Class Representative
consents to such modification, (viii) to modify the procedures relating to Exchange Act Rule 17g-5, provided that if
such modification materially increases the obligations of the Trustee, the Certificate Administrator, the Custodian, the
17g-5 Information Provider, the Trust Advisor, the Depositor, the Master Servicer or the Special Servicer, then the consent
of such party shall be required; provided, further, that notice of any such amendment must be provided by the Trustee
to the 17g-5 Information Provider, who shall post such notice to the 17g-5 Information Provider’s Website on the same
Business Day of receipt provided that such information is received by 2:00 p.m. (New York City time) or, if received after
2:00 p.m. (New York City time), by 2:00 p.m. (New York City time) on the next Business Day, and deliver notice to the Rating
Agencies, (ix) to modify, alter, amend, add to or rescind any of the provisions contained in this Agreement if and to the
extent necessary to comply with any rules or regulations promulgated, or any guidance provided, with respect to Rule
15Ga-1 under the Exchange Act, (x) to amend Section 1.7 or the definition of “Rating Agency Confirmation”,
(xi) if a TIA Applicability Determination is made, to modify, eliminate or add to the provisions of this Agreement (and, if
necessary, the Certificates) to the extent necessary to (A) effect the qualification of this Agreement under the TIA or under
any similar federal statute hereafter enacted and to add to this Agreement (and, if necessary, the Certificates) such other
provisions as may be expressly required by the TIA, and (B) modify such other provisions of this Agreement (and, if
necessary, the Certificates) to the extent necessary to make those provisions consistent with, and conform to, the
modifications made pursuant to clause (A); provided that any amendment pursuant to this clause (xi) shall be at the sole cost
and expense of the Depositor, or (xii) to make any other amendment which does not adversely affect in any material respect
the interests of any Certificateholder (unless such Certificateholder consents). No such amendment effected pursuant to clause
(i), (ii) or (iv) of the preceding sentence shall (A) adversely affect in any material respect the
interests of any Certificateholder not consenting thereto without the consent of 100% of the Certificateholders (if adversely
affected) or (B) adversely affect the status of any REMIC Pool as a REMIC (or of the Grantor Trust as a grantor trust) for
purposes of federal income tax law (or comparable provisions of state income tax law). Prior to entering into any amendment
without the consent of Holders pursuant to this paragraph, the Trustee may


 






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require an Opinion of Counsel, addressed to the parties
to this Agreement, to the effect that such amendment is permitted under this paragraph and a Nondisqualification Opinion.


 


(b)          Reserved.


 


(c)          This
Agreement may also be amended from time to time by the parties with the consent of the Holders of Certificates representing not
less than 51% of the aggregate Voting Rights of the Certificates then outstanding, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the
Holders; provided that no such amendment may (i) directly or indirectly reduce in any manner the amount of, or delay the
timing of, the distributions required to be made on any Certificate without the consent of the Holder of such Certificate, (ii)
modify this Section 14.3 without the consent of 100% of the Certificateholders, (iii) eliminate or reduce the Master Servicer’s
or the Trustee’s obligation to make an Advance, including without limitation, in the case of the Master Servicer, the obligation
to advance on a Serviced B Note or Serviced Companion Loan, or alter the Servicing Standard except as may be necessary or desirable
to comply with the REMIC Provisions, (iv) adversely affect the status of any REMIC Pool as a REMIC for federal income tax purposes
(as evidenced by a Nondisqualification Opinion) without the consent of 100% of the Certificateholders (including the Class R Certificateholders),
or the status of the Grantor Trust as a grantor trust without the consent of 100% of the holders of the Class V Certificates, (v)
adversely affect the interests of any Class of Certificateholders (other than as contemplated by clause (i), (ii) or clause
(vi) of this sentence) without the consent of Certificateholders entitled to 66-2/3% of the Voting Rights allocated to such
Class, and (vi) adversely affect the Voting Rights of any Class of Certificateholders without the consent of Certificateholders
entitled to 100% of the Voting Rights allocated to such Class. The Trustee may request, at its option, to receive a Nondisqualification
Opinion and an Opinion of Counsel that any amendment pursuant to this Section 14.3(c) is permitted by this Agreement at
the expense of the party requesting the amendment.


 


(d)          The
costs and expenses associated with any such amendment, including those related to Opinions of Counsel, shall be borne by the Depositor
if the Trustee is the party requesting such amendment or if pursuant to clauses (i), (ii) and (iii) of Section
14.3(a). In all other cases, the costs and expenses shall be borne by the party requesting the amendment.


 


(e)          Promptly
after the execution of any such amendment, the Certificate Administrator shall furnish written notification of the substance of
such amendment to each Holder, the other parties hereto and the 17g-5 Information Provider.


 


(f)          It
shall not be necessary for the consent of Holders under this Section 14.3 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents
and of evidencing the authorization of the execution thereof by Holders shall be in writing and shall be subject to such reasonable
regulations as the Trustee may prescribe.


 


(g)          Notwithstanding
anything to the contrary contained in this Section 14.3, the parties hereto agree that this Agreement may not be amended
in any manner materially adverse to any Underwriter or any Initial Purchaser, the holder of any Serviced B Note (or, in the


 






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case
of the Hammond Square B Note, the Holders of the Class HMD Certificates) or the holder of any Serviced Companion Loan without the
prior written consent of such Underwriter or Initial Purchaser, the holder of such Serviced B Note (or Holders of the Class HMD
Certificates) or the holder of such Serviced Companion Loan, respectively. Furthermore, no amendment of this Agreement shall be
made that changes in any material respect the rights of the Class HMD Certificates without the consent of the Holders of such Certificates.


 


(h)          Notwithstanding
any contrary provisions of this Agreement, this Agreement may not be amended in a manner that would increase the obligations or
impair the rights of any Seller under the related Mortgage Loan Purchase Agreement without the prior written consent of such Seller.


 


(i)          In
addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Sellers, this
Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment), without the consent of
any Certificateholder, to add or modify provisions relating to the applicable Repurchased Note for purposes of the servicing and
administration of such Repurchased Note, provided that the amendment shall not adversely affect in any material respect
the interests of the Certificateholders, as evidenced by a Rating Agency Confirmation from each Rating Agency (obtained at the
expense of the Repurchasing Seller) with respect to such amendment (or, if no such Rating Agency Confirmation is actually received,
by an Opinion of Counsel to such effect). Prior to the effectiveness of such amendment, if one but not all of the Mortgage Notes
with respect to a Joint Mortgage Loan is repurchased, the terms of Section 8.30 shall govern the servicing and administration
of such Joint Mortgage Loan.


 


(j)          If
neither the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 14.3 shall be
effective with the consent of the Trustee, the Certificate Administrator, the Custodian, the Trust Advisor, the Master Servicer
and the Special Servicer, in writing, and to the extent required by this Section 14.3, the Certificateholders and the holder
of any Serviced B Note or Serviced Companion Loan.


 


Section 14.4    GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS
OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


Section 14.5    Notices.
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given when received
by:


 


(a)    in
the case of the Depositor, Morgan Stanley Capital I Inc., 1585 Broadway, New York, New York 10036, Attention: Stephen Holmes (with
a copy to Morgan Stanley Capital I Inc., 1221 Avenue of the Americas, New York, New York 10020, Attention: Legal Compliance Division);


 






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(b)    in
the case of the Master Servicer, Wells Fargo Bank, National Association, Commercial Mortgage Servicing, 1901 Harrison Street, Oakland,
California 94612, Attention MSBAM 2015-C27 Asset Manager, facsimile number: (866) 661-8969 and Wells Fargo Bank, National Association,
Commercial Mortgage Servicing, MAC D1086-120, 550 South Tryon Street, 14th Floor, Charlotte, North Carolina 28202, Attention: MSBAM
2015-C27, facsimile (704) 715-0036 (with a copy to (i) Wells Fargo Bank, National Association, Legal Department, 301 S. College
St., TW-30, Charlotte, North Carolina 28288-0630, Attention: Commercial Mortgage Servicing Legal Support, Reference: MSBAM 2015-C27
and (ii) K&L Gates LLP, Hearst Tower, 47th Floor, 214 North Tryon Street, Charlotte, North Carolina 28202, Attention: Stacy
Ackermann, facsimile (704) 353-3190);


 


(c)    in
the case of CIBC, CIBC Inc., c/o Canadian Imperial Bank of Commerce, 425 Lexington Avenue, 4th Floor, New York, New York 10017,
Attention: Todd Roth, Managing Director, facsimile: (212) 667-6236;


 


(d)    in
the case of BANA, Bank of America, National Association, One Bryant Park, New York, New York 10036, Attention: Leland F. Bunch,
III, facsimile: (646) 855-5044 (with a copy to W. Todd Stillerman, Esq., Assistant General Counsel and Director, Bank of America
Corporation, 214 North Tryon Street, 20th Floor, NC1-027-20-05, Charlotte, North Carolina 28255, facsimile: (404) 736-2127 and
with a copy to Henry A. LaBrun, Esq., Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, Charlotte, North Carolina 28202,
facsimile: (704) 348-5200);


 


(e)    in
the case of MSMCH, Morgan Stanley Mortgage Capital Holdings LLC, 1585 Broadway, New York, New York 10036, Attention: Stephen Holmes
(with a copy to Morgan Stanley Mortgage Capital Holdings LLC, 1221 Avenue of the Americas, New York, New York 10020, Attention:
Legal Compliance Division);


 


(f)    in
the case of SMF III, Starwood Mortgage Funding III LLC, 1601 Washington Ave., Suite 800, Miami Beach, Florida 33139,
Attention: Leslie K. Fairbanks, Executive Vice President, facsimile: (305) 695-5449 (with a copy to: LNR Property LLC, 1601
Washington Ave., Suite 800, Miami Beach, Florida 33139, Attention: Vincent Kallaher, Senior Vice President, facsimile: (305)
695-5449, and a copy to LNR Property LLC, 1601 Washington Ave., Suite 800, Miami Beach, Florida 33139, Attention: General
Counsel, facsimile: (305) 695-5449, email: srivers@lnrproperty.com), and with respect
to certifications delivered pursuant to Section 2.2, with a copy to: Anderson, McCoy & Orta, 100 N. Broadway, 26th
Floor, Oklahoma City, Oklahoma 73102, Attention: Vanessa Orta, email: vorta@amopc.com, with a copy to: Marcia Moore-Allen,
facsimile: (405) 236-1448, email: mmoore-allen@amopc.com);


 


(g)    in
the case of the Special Servicer, CWCapital Asset Management LLC, 7501 Wisconsin Avenue, Suite 500 West, Bethesda, Maryland 20814,
Attention: Brian Hanson, facsimile: (202) 715-9699 (with a copy to Stinson Leonard Street LLP,


 






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1201 Walnut Street, Suite 2900,
Kansas City, Missouri 64106-2150, Attention: Kenda K. Tomes, facsimile: (816) 412-9338);


 


(h)    in
the case of the Trust Advisor, Situs Holdings, LLC, 2 Embarcadero, Suite 1300, San Francisco, California 94111, Attention: Stacey
Ciarlanti, Vice President, email: Stacey.Ciarlanti@situs.com (with a copy to Situs Group, LLC, 5065 Westheimer Road, Suite 700E,
Houston, Texas 77056, Attention: Legal Department, email: Legal@situs.com);


 


(i)    in
the case of the initial Controlling Class Representative, Seer Capital Partners Master Fund L.P., 1177 Avenue of the Americas,
34th Floor, New York, NY 10036, Attention: Richard Parkus, facsimile: (212) 850-2011, email: rparkus@seercap.com, with a copy to
Kaye Scholer LLP, Three First National Plaza, Chicago, Illinois 60602, Attention: Daniel J. Hartnett, facsimile: (312) 583-2580,
email: daniel.hartnett@kayescholer.com;


 


(j)    in
the case of the Trustee, Wilmington Trust, National Association, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
Account Name MSBAM 2015-C27 (with a copy to be sent contemporaneously via email to cmbstrustee@wilmingtontrust.com);


 


(k)    in
the case of the Certificate Administrator or the 17g-5 Information Provider, Wells Fargo Bank, National Association, the Corporate
Trust Office thereof. Attention: MSBAM 2015-C27, facsimile: (410) 715-2380;


 


(l)    in
the case of the Custodian, Wells Fargo Bank, National Association, 1055 10th Avenue SE, Minneapolis, Minnesota 55414, Attention:
Mortgage Document Custody Services, Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27


 


or as to each party such other address
as may hereafter be furnished by such party to the other parties in writing. Any notice required or permitted to be mailed to a
Holder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register.


 


Any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Holder
receives such notice. Solely to the extent the provisions herein contemplate electronic delivery of information, such information
shall be transmitted via electronic mail with a subject reference of “MSBAM 2015-C27” and an identification of the
type of information being provided in the body of such electronic mail:


 





(a)          in
the case of the Depositor, to stephen.holmes@morganstanley.com;


 


(b)          in
the case of the Master Servicer, RAInvRequests@wellsfargo.com (with respect to requests made through the “Rating Agency Q&A
Forum and Document Request Tool”) or REAM_InvestorRelations@wellsfargo.com (with respect to requests relating to the Investor
Q&A Forum);


 






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(c)          in
the case of CIBC, to todd.roth@us.cibc.com;


 


(d)          in
the case of BANA, to william.stillerman@bankofamerica.com, leland.f.bunch@baml.com, paul.kurzeja@bankofamerica.com and henry.labrun@cwt.com;


 


(e)          in
the case of MSMCH, to stephen.holmes@morganstanley.com and james.y.lee@morganstanley.com;


 


(f)          in
the case of SMF III, to lfairbanks@starwood.com, vkallaher@lnrproperty.com and srivers@lnrproperty.com, and
with respect to certifications delivered pursuant to Section 2.2, with copies to vorta@amopc.com and mmoore-allen@amopc.com


 


(g)          in
the case of the Special Servicer, to CWCapital Asset Management LLC, to cwcamnoticesmsbam2015-C27@cwcapital.com;


 


(h)          in
the case of the Trust Advisor, to Stacey.Ciarlanti@situs.com;


 


(i)          in
the case of the initial Controlling Class Representative, to rparkus@seercap.com;


 


(j)          in
the case of information provided by a Certificateholder to the Trustee, to cmbstrustee@wilmingtontrust.com;


 


(k)          in
the case of the Certificate Administrator, to trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com ;
and


 


(l)          in
the case of the 17g-5 Information Provider, to the extent not described in Section 5.7, to 17g5informationprovider@wellsfargo.com.


 


Section 14.6    Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section
14.7     Indulgences; No Waivers. Neither the failure nor any delay on the part of a party to
exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any
other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver
shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.


 






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Section 14.8    Headings
Not to Affect Interpretation. The headings contained in this Agreement are for convenience of reference only, and shall not
be used in the interpretation hereof.


 


Section 14.9    Benefits
of Agreement. Nothing in this Agreement or in the Certificates, express or implied, shall give to any Person, other than the
parties to this Agreement and their successors hereunder and the Holders of the Certificates, any benefit or any legal or equitable
right, power, remedy or claim under this Agreement; provided, that: (i) the Underwriters and Initial Purchasers are intended
third-party beneficiaries of Section 5.7, of Section 14.3(g) and of any other provision hereunder that expressly
grants them any rights, including the right to indemnity and the right to receive notices, reports and access to information;
(ii) each Seller and any related Seller Guarantor is an intended third-party beneficiary of Section 2.3(e), Section
5.7, Section 8.3(h) and any other Section of this Agreement that affords such Seller and any related Seller Guarantor
rights hereunder; (iii) the holder of any Serviced Companion Loan and any Serviced B Note, if any, is an intended third-party
beneficiary in respect of the rights afforded it hereunder; (iv) the applicable Non-Serviced Mortgage Loan Master Servicer, Non-Serviced
Mortgage Loan Special Servicer, Non-Serviced Mortgage Loan Trustee, Non-Serviced Mortgage Loan Fiscal Agent and Non-Serviced Mortgage
Loan securitization trust are intended third-party beneficiaries of Section 4.1A, Section 4.4(c), Section 5.2(a)(I)(ii)(B),
Section 8.1(f) and Article XIII; (v) each Other Indemnified Party and each related Other Securitization is an intended
third-party beneficiary of Section 1.6(j) and Section 5.2(a)(I)(vi); (vi) the Mortgagor(s) set forth in Schedule
VI hereto are intended third-party beneficiaries of the fifth and sixth paragraphs of Section 2.3(a); and (vii) if
one, but not all, of the Mortgage Notes with respect to any Joint Mortgage Loan is repurchased, the applicable Repurchasing Seller
shall be a third party beneficiary of this Agreement to the same extent as if it was a holder of a Serviced Companion Loan, as
contemplated by Section 8.30 hereof.


 


Section 14.10  Reserved.


 


Section 14.11  Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement
in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original
counterpart of this Agreement.


 


Section
14.12  Intention of Parties. It is the express intent of the parties hereto that the conveyance of the Mortgage
Loans, the Hammond Square B Note and related rights and property to the Trustee, for the benefit of the Certificateholders,
by the Depositor as provided in Section 2.1 be, and be construed as, an absolute sale of the Mortgage Loans, the
Hammond Square B Note and related property. It is, further, not the intention of the parties that such conveyance be deemed a
pledge of the Mortgage Loans, the Hammond Square B Note and related property by the Depositor to the Trustee to secure a debt
or other obligation of the Depositor. However, if, notwithstanding the intent of the parties, the Mortgage Loans, the Hammond
Square B Note or any related property is held to be the property of the Depositor, or if for any other reason this Agreement
is held or deemed to create a security interest in the Mortgage Loans, the Hammond Square B Note or any related property,
then this Agreement shall be deemed to be a security agreement; and the conveyance provided for in Section 2.1
shall


 






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be deemed to be a grant by the Depositor to the Trustee, for the benefit of the Certificateholders, of, and the Depositor
hereby grants to the Trustee, for the benefit of the Certificateholders, a security interest in all of the Depositor’s right,
title, and interest, whether now owned or existing or hereafter acquired or arising, in, to and under:


 


(i)          the
property described in clauses (1)-(4) below (regardless of whether subject to the UCC or how classified thereunder) and
all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit and investment property consisting of, arising from or relating to any of the property described
in clauses (1)-(4) below: (1) the Mortgage Loans identified on the Mortgage Loan Schedule and the Hammond Square B Note,
including the related Mortgage Notes, Mortgages, security agreements, and title, hazard and other insurance policies, including
all Qualifying Substitute Mortgage Loans, all distributions with respect thereto payable on and after the Cut-Off Date, and the
Mortgage Files; (2) the Distribution Account, all REO Accounts, the Collection Account, and the Reserve Accounts, including all
property therein and all income from the investment of funds therein (including any accrued discount realized on liquidation of
any investment purchased at a discount); (3) the REMIC I Regular Interests and the REMIC II Regular Interests; and (4) the Mortgage
Loan Purchase Agreements that are permitted to be assigned to the Trustee pursuant to Section 14 thereof;


 


(ii)        all
accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit, investment property, and other rights arising from or by virtue of the disposition of, or
collections with respect to, or insurance proceeds payable with respect to, or claims against other Persons with respect to, all
or any part of the collateral described in clause (i) above (including any accrued discount realized on liquidation of any
investment purchased at a discount); and


 


(iii)       all
cash and non-cash Proceeds (as defined in the Uniform Commercial Code) of the collateral described in clauses (i) and (ii)
above.


 


The possession by the
Custodian (on the Trustee’s behalf) of the Mortgage Notes, the Mortgages and such other goods, advices of credit, instruments,
money, documents, chattel paper or certificated securities and the possession by the Master Servicer (on the Trustee’s behalf)
of the letters of credit shall be deemed to be possession by the secured party or possession by a purchaser for purposes of perfecting
the security interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 8-301 and 9-315 thereof)
as in force in the relevant jurisdiction.


 


Notifications to
Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be
deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or
agents of, or persons holding for, the Trustee, as applicable, for the purpose of perfecting such security interest under
applicable law.


 


The Depositor and, at
the Depositor’s direction, the Master Servicer and the Trustee, shall, to the extent consistent with this Agreement, take
such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the


 






    	429



    	 



    

 


property described above, such security interest would be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of the Agreement. The Master Servicer shall prepare and make all filings
necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee’s security interest in such property, including without limitation (i) continuation statements,
and (ii) such other statements as may be occasioned by any transfer of any interest of the Master Servicer or the Depositor in
such property. In connection herewith, the Trustee shall have all of the rights and remedies of a secured party and creditor under
the Uniform Commercial Code as in force in the relevant jurisdiction.


 


Section 14.13  Recordation
of Agreement. This Agreement is subject to recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and
in any other appropriate public recording office or elsewhere. Such recordation, if any, shall be effected by the Master Servicer
at the expense of the Trust as an Additional Trust Expense, but only upon direction of the Depositor accompanied by an opinion
of counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders of
the Trust.


 


Section 14.14  Rating
Agency Surveillance Fees. The parties hereto acknowledge that on the Closing Date the Sellers will pay the ongoing monitoring
fees of the Rating Agencies relating to the rating of the Certificates and that no surveillance fees are payable subsequent to
the Closing Date in respect of the rating of the Certificates.


 


Section
14.15  Waiver of Jury Trial. EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL
BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE
RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH
SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, ANY ASSIGNMENT OR ANY PROVISION
HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT OR ANY ASSIGNMENT.


 


Section 14.16  Submission
to Jurisdiction. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS TO
THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING
TO THIS AGREEMENT; (II) AGREES THAT ALL


 






    	430



    	 



    

 


CLAIMS WITH RESPECT TO SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
OR FEDERAL COURTS; (III) WAIVES THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING INVOLVING SUCH CLAIMS IN ANY
SUCH COURT; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY
BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


Section 14.17  Limitation
on Rights of Holders.


 


(a)          The
death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s
legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding
up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


 


(b)          Except
as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have
any right to vote or in any manner otherwise control the Master Servicer or operation and management of the Trust, or the obligations
of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an association, nor shall any Certificateholder be
under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision
hereof.


 


(c)          No
Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement or any Certificate to institute any suit, action or proceeding in equity or at law upon or under
or with respect to this Agreement or any Certificate unless the Holders of Certificates evidencing greater than 50% of the
Aggregate Certificate Balance of the Certificates (other than the Class HMD Certificates) then outstanding (or, with respect
to any suit, action or proceeding relating to the Class HMD Certificates, the Holders of the Class HMD Certificates
evidencing greater than 50% of the Aggregate Certificate Balance of the Class HMD Certificates) shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the cost, expenses and liabilities to be incurred
therein or thereby, and the Trustee, for sixty (60) days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or proceeding and no direction inconsistent with such
written request has been given the Trustee during such sixty-day period by such Certificateholders; it being understood and
intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that
no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision
of this Agreement or any Certificate to affect, disturb or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right
under this Agreement or any Certificate, except in the manner herein provided and for the benefit of all Certificateholders.
For the protection and enforcement of the provisions of this Section, each and every


 






    	431



    	 



    

 


Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.


 


(d)          No
Certificateholder shall be “Party in Interest” as described under 11 U.S.C. Section 1109(b) solely by virtue of its
ownership of a Certificate.


 


Section 14.18  Acts
of Holders of Certificates.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee or the Custodian, as applicable, and, where it is hereby expressly
required, to the Depositor and the Certificate Administrator. Such instrument or instruments (as the action embodies therein and
evidenced thereby) are herein sometimes referred to as an “Act” of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such agents shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee, the Custodian, the Depositor and the Certificate Administrator, if made in the
manner provided in this Section. Each of the Trustee and the Custodian agrees to promptly notify the Depositor of any such instrument
or instruments received by it, and to promptly forward copies of the same.


 


(b)          The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments or deeds, certifying
that the individual signing such instrument or writing acknowledged to such notary public or other officer the execution thereof.
Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation or partnership,
such certificate or affidavit shall also constitute sufficient proof of such officer’s or member’s authority. The fact
and date of the execution of any such instrument or writing, or the authority of the individual executing the same, may also be
proved in any other manner which the Trustee deems sufficient.


 


(c)          The
ownership of Certificates (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Trustee
or the Custodian) shall be proved by the Certificate Register, and none of the Trustee, the Custodian, the Depositor or the Certificate
Administrator shall be affected by any notice to the contrary.


 


(d)          Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Certificate shall bind
every future Holder of the same Certificate and the Holder of every Certificate issued upon the registration of transfer thereof
or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee, the Custodian,
the Certificate Administrator or the Depositor in reliance thereon, whether or not notation of such action is made upon such Certificate.


 






    	432



    	 



    

 


Section 14.19  Compliance
with Patriot Act. In order to comply with the laws, rules, regulations and executive orders
in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities
and money laundering (“Applicable Laws”), each of the parties hereto may be required to obtain, verify and
record certain information relating to individuals and entities which maintain a business relationship with such party. Accordingly,
each of the parties to this Agreement agrees to provide to any other party to this Agreement, upon request from time to time,
such identifying information and documentation as may be available in order to enable the requesting party to comply with Applicable
Laws.


 


Section
14.20  Precautionary Trust Indenture Act Provisions. If the Depositor notifies the parties to this Agreement
that it has determined, in consultation with the Trustee, that the TIA applies to this Agreement or that qualification under
the TIA or any similar federal statute hereafter enacted is required (any such determination by the Depositor, a
“TIA Applicability Determination”), then, (i) in the case of the TIA, pursuant to Section 318 of the TIA
(assuming such section is then in effect), the provisions of Sections 310 to and including Section 317 of the TIA that impose
duties on any person are part of and govern this Agreement, whether or not physically contained herein, as and to the extent
provided in Section 318 of the TIA; provided, that it shall be deemed that the parties to this Agreement have agreed
that, to the extent permitted under the TIA, this Agreement shall expressly exclude any non-mandatory provisions that (x)
conflict with the provisions of this Agreement or would otherwise alter the provisions of this Agreement or (y) increase the
obligations, liabilities or scope of responsibility of any party hereto; (ii) the parties agree to cooperate in good faith
with the Depositor to make such amendments to modify, eliminate or add to the provisions of this Agreement to the extent
necessary to effect the qualification of this Agreement under the TIA or such similar statute and to add to this Agreement
such other provisions as may be expressly required by the TIA or as may be determined by the parties to be beneficial for
compliance with the TIA; and (iii) upon the direction of the Depositor, the Trustee shall file a Form T-1 or such other
form as the Depositor informs the Trustee is required, with the Commission or other appropriate institution.


 


Section
14.21  Limitation on Liability of the Depositor and Others. Neither the Depositor nor any of the Affiliates,
directors, officers, employees, members, managers or agents of the Depositor shall be under any liability to the
Certificateholders, the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Custodian, the Underwriters, the Initial Purchasers, the holder of any Serviced B Note or the holder of any Serviced
Companion Loan, and the Depositor (and any of its Affiliates, directors, officers, employees, members, managers or agents)
shall be entitled to indemnification from the Trust for any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action
incurred by it, arising out of or for any action taken, or for refraining from the taking of any action, in good faith and
using reasonable business judgment; provided, that this provision shall not protect the Depositor or any such person
against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder or by reason of negligent
disregard of obligations and duties hereunder. The Depositor and any Affiliate, director, officer, employee, member, manager
or agent of the Depositor may rely in good faith on any document of any kind prima facie properly executed and submitted by
any Person


 






    	433



    	 



    

 


respecting any matters arising hereunder. In addition, in no
event shall the Depositor be obligated to cause any party to perform or comply with the obligations to remit the CREFC®
License Fee to CREFC® (as described in Section 5.2(a)), to report any such CREFC® License
Fee so paid (as described in Section 8.11(a)) or to make available any Distribution Date Statement to the general public
(as described in Section 5.4(a) (or, in particular, CREFC®, as described in Section 5.4(k))).


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 



    	434



    	 



    

 



IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Custodian,
the Certificate Administrator, the 17g-5 Information Provider, the Certificate Registrar, the Authenticating Agent and the Trust
Advisor have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year
first above written.





	 	 	 
	 	MORGAN STANLEY CAPITAL I INC., 

as Depositor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Wells fargo bank, national association, 

as Master Servicer
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	CWCAPITAL ASSET MANAGEMENT LLC, 

as Special Servicer
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  
	 	 	 
	 	SITUS HOLDINGS, LLC, 

as Trust Advisor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


MSBAM 2015-C27
– Pooling and Servicing Agreement


 






    	 



    	 



    




	 	 	 
	 	WILMINGTON TRUST, national association, 

as Trustee
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Certificate Administrator, 17g-5 Information Provider, Authenticating Agent, Certificate Registrar and Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


MSBAM
2015-C27 – Pooling and Servicing Agreement


 




    	 



    	 



    








	 	 
	STATE OF NEW YORK	)
	 	)  ss.:
	COUNTY OF NEW YORK	)







 


On this _____ day of ________ 2015, before
me, a notary public in and for said State, personally appeared _________, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person who executed the within instrument as _____________ on behalf of Morgan Stanley Capital
I Inc., and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of
its Board of Directors.


 


IN WITNESS WHEREOF, I have hereunder set
my hand and affixed my official seal the day and year in this certificate first above written.





	 	 
	 	Notary Public




 




    	 



    	 



    








	 	 	 
	STATE OF 	 	 	 	)
	 	 	)  ss.:
	COUNTY OF 	 	 	)










 


On this _____ day of ________ 2015, before
me, a notary public in and for said State, personally appeared ____________, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person who executed the within instrument as ______________ of _______, and acknowledged
to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.


 


IN WITNESS WHEREOF, I have hereunder set
my hand and affixed my official seal the day and year in this certificate first above written.




	 	 
	 	Notary Public




 




    	 



    	 



    





		 	 
	STATE OF 	 	 	 	)
	 	 	)  ss.:
	COUNTY OF 	 	 	)




 


On this _____ day of ________ 2015, before
me, a notary public in and for said State, personally appeared ____________, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person who executed the within instrument as ______________ of _______, and acknowledged
to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.


 


IN WITNESS WHEREOF, I have hereunder set
my hand and affixed my official seal the day and year in this certificate first above written.




	 	 
	 	Notary Public




 




    	 



    	 



    





		 	 
	STATE OF 	 	 	 	)
	 	 	)  ss.:
	COUNTY OF 	 	 	)




 





On this _____ day of ________ 2015, before
me, a notary public in and for said State, personally appeared ____________, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person who executed the within instrument as ______________ of _______, and acknowledged
to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.


 


IN WITNESS WHEREOF, I have hereunder set
my hand and affixed my official seal the day and year in this certificate first above written.




	 	 
	 	Notary Public




 




    	 



    	 



    








		 	 
	STATE OF 	 	 	 	)
	 	 	)  ss.:
	COUNTY OF 	 	 	)




 


On this _____ day of ________ 2015, before
me, a notary public in and for said State, personally appeared ____________, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person who executed the within instrument as ______________ of _______, and acknowledged
to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.


 


IN WITNESS WHEREOF, I have hereunder set
my hand and affixed my official seal the day and year in this certificate first above written.




	 	 
	 	Notary Public




 




    	 



    	 



    





		 	 
	STATE OF 	 	 	 	)
	 	 	)  ss.:
	COUNTY OF 	 	 	)




 


On this _____ day of ________ 2015, before
me, a notary public in and for said State, personally appeared ____________, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person who executed the within instrument as ______________ of _______, and acknowledged
to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.


 


IN WITNESS WHEREOF, I have hereunder set
my hand and affixed my official seal the day and year in this certificate first above written.




	 	 
	 	Notary Public




 



    	 



    	 



    
 







 


EXECUTION VERSION





	 





 


MORGAN STANLEY CAPITAL I INC.,

AS DEPOSITOR,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS MASTER SERVICER,


 


CWCAPITAL ASSET MANAGEMENT LLC,

AS SPECIAL SERVICER,


 


SITUS HOLDINGS, LLC,

AS TRUST ADVISOR,


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

AS TRUSTEE,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS CERTIFICATE ADMINISTRATOR, CERTIFICATE REGISTRAR, AUTHENTICATING AGENT AND CUSTODIAN


 


 



 


EXHIBITS AND SCHEDULES TO

POOLING AND SERVICING AGREEMENT


 


DATED AS OF NOVEMBER 1, 2015


 


 



 


MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2015-C27





	 



 



    	 



    	 



    

 


EXHIBIT
A-1



[FORM OF CLASS A-1 CERTIFICATE]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF
THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THE CERTIFICATE BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-1-1



    	 



    

 



MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PASS-THROUGH
                           RATE: 1.980% PER ANNUM

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
        DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS A-1
        CERTIFICATES AS OF THE CLOSING DATE: $46,400,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS A-1 CERTIFICATE
        AS OF THE CLOSING DATE: $46,400,000

         

        NO.
        A-1-1

	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.       61690AAA2

         

        ISIN
        NO.          US61690AAA25

         

         

         



 


CLASS A-1 CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued
pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the
Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans and the Hammond Square B Note, such
amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO
Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling
and Servicing Agreement.


 



    	A-1-2



    	 



    

 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27 (herein called the “Certificates”). The Certificates are issued in the Classes
specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust.
This Certificate represents an interest in the Class A-1 Certificates equal to the quotient expressed as a percentage obtained
by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate
Balance of the Class A-1 Certificates.


 


This Certificate does not purport to summarize
the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


Distributions of principal of and interest
on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on December 11, 2015. All sums distributable
on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender
for the payment of public and private debts.


 


Interest on this Certificate will accrue (computed
as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such
Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution
Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s
pro rata share of the amount to be distributed on the Class A-1 Certificates as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Unless the certificate of authentication hereon
has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under
the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 



    	A-1-3



    	 



    

 


Excess Trust Advisor Expenses shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates (other than the Control Eligible
Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust Advisor Expenses allocated to any
such Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under the Pooling and Servicing
Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate
Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar
or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions
given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time
thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder
by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding
the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the
location that will be specified in a notice of the pendency of such final distribution.


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 



    	A-1-4



    	 



    

 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding the foregoing, for so long
as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC.


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans, the Hammond Square B Note and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the
terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof. The parties designated in the Pooling and Servicing Agreement
may exercise their option to purchase the Mortgage Loans, the Hammond Square B Note and any other property remaining in the Trust
and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining
assets of the Trust shall be distributed to the holders of the Class R Certificates.


 



    	A-1-5



    	 



    

 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 



    	A-1-6



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-1-8



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-1-9



    	 



    

 



EXHIBIT
A-2



[FORM OF CLASS A-SB CERTIFICATE]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF
THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THE CERTIFICATE BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-2-1



    	 



    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PASS-THROUGH
                           RATE: 3.557% PER ANNUM

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
        DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS A-SB
        CERTIFICATES AS OF THE CLOSING DATE: $72,000,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS A-SB CERTIFICATE
        AS OF THE CLOSING DATE: $72,000,000

         

        NO.
        A-SB-1

         
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        servicer: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.     61690AAB0

         

        ISIN
        NO.        US61690AAB08

         



CLASS A-SB CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued
pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity
under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian,
the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions
of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans and the Hammond Square B Note, such amounts
as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing
Agreement.


 



    	A-2-2



    	 



    

 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27 (herein called the “Certificates”). The Certificates are issued in the Classes
specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust.
This Certificate represents an interest in the Class A-SB Certificates equal to the quotient expressed as a percentage obtained
by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate
Balance of the Class A-SB Certificates.


 


This Certificate does not purport to summarize
the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


Distributions of principal of and interest
on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on December 11, 2015. All sums distributable
on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender
for the payment of public and private debts.


 


Interest on this Certificate will accrue (computed
as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such
Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution
Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s
pro rata share of the amount to be distributed on the Class A-SB Certificates as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Unless the certificate of authentication hereon
has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under
the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 



    	A-2-3



    	 



    

 


Excess Trust Advisor Expenses shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates (other than the Control Eligible
Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust Advisor Expenses allocated to any
such Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under the Pooling and Servicing
Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate
Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar
or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions
given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time
thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder
by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding
the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the
location that will be specified in a notice of the pendency of such final distribution.


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 



    	A-2-4



    	 



    

 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding the foregoing, for so long
as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC.


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans, the Hammond Square B Note and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the
terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof. The parties designated in the Pooling and Servicing Agreement
may exercise their option to purchase the Mortgage Loans, the Hammond Square B Note and any other property remaining in the Trust
and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining
assets of the Trust shall be distributed to the holders of the Class R Certificates.


 



    	A-2-5



    	 



    

 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 



    	A-2-6



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS A-SB CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-2-8



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-2-9



    	 



    

 


EXHIBIT
A-3



[FORM OF CLASS A-2 CERTIFICATE]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF
THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THE CERTIFICATE BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-3-1



    	 



    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PASS-THROUGH
                           RATE: 3.434% PER ANNUM

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
        DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS A-2
        CERTIFICATES AS OF THE CLOSING DATE: $40,000,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS A-2 CERTIFICATE
        AS OF THE CLOSING DATE: $40,000,000

         

        NO.
        A-2-1

	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.       61690AAC8

         

        ISIN
        NO.         US61690AAC80

         



 


CLASS A-2 CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued
pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the
Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans and the Hammond Square B Note, such
amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO
Properties. To the extent not defined herein, the capitalized


 



    	A-3-2



    	 



    

 


terms used herein have the respective meanings assigned in the Pooling
and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27 (herein called the “Certificates”). The Certificates are issued in the Classes
specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust.
This Certificate represents an interest in the Class A-2 Certificates equal to the quotient expressed as a percentage obtained
by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate
Balance of the Class A-2 Certificates.


 


This Certificate does not purport to summarize
the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


Distributions of principal of and interest
on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on December 11, 2015. All sums distributable
on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender
for the payment of public and private debts.


 


Interest on this Certificate will accrue (computed
as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such
Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution
Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s
pro rata share of the amount to be distributed on the Class A-2 Certificates as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Unless the certificate of authentication hereon
has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under
the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling


 



    	A-3-3



    	 



    

 


and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 


Excess Trust Advisor Expenses shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates (other than the Control Eligible
Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust Advisor Expenses allocated to any
such Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under the Pooling and Servicing
Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate
Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar
or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions
given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time
thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder
by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding
the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the
location that will be specified in a notice of the pendency of such final distribution.


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and


 



    	A-3-4



    	 



    

 


thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding the foregoing, for so long
as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC.


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans, the Hammond Square B Note and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the
terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof. The parties designated in the Pooling and Servicing Agreement
may exercise their option to purchase the Mortgage Loans, the Hammond Square B Note and any other property remaining in the Trust
and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all


 



    	A-3-5



    	 



    

 


administrative expenses associated with the Trust, any remaining
assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 



    	A-3-6



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-3-8



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-3-9



    	 



    

 


EXHIBIT
A-4



[FORM OF CLASS A-3 CERTIFICATE]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF
THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THE CERTIFICATE BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-4-1



    	 



    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PASS-THROUGH
                           RATE: 3.473% PER ANNUM

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
        DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS A-3
        CERTIFICATES AS OF THE CLOSING DATE: $175,000,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS A-3 CERTIFICATE
        AS OF THE CLOSING DATE: $175,000,000

         

        NO.
        A-3-1

        
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION 

         

        CUSIP
        NO.        61690AAD6

         

        ISIN
        NO.           US61690AAD63

         



 


CLASS A-3
CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued
pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity
under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian,
the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions
of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans and the Hammond Square B Note, such amounts
as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing
Agreement.


 



    	A-4-2



    	 



    

 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27 (herein called the “Certificates”). The Certificates are issued in the Classes
specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust.
This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained
by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate
Balance of the Class A-3 Certificates.


 


This Certificate does not purport to summarize
the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


Distributions of principal of and interest
on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on December 11, 2015. All sums distributable
on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender
for the payment of public and private debts.


 


Interest on this Certificate will accrue (computed
as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such
Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution
Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s
pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Unless the certificate of authentication hereon
has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under
the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 



    	A-4-3



    	 



    

 


Excess Trust Advisor Expenses shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates (other than the Control Eligible
Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust Advisor Expenses allocated to any
such Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under the Pooling and Servicing
Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate
Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar
or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions
given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time
thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder
by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding
the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the
location that will be specified in a notice of the pendency of such final distribution.


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 



    	A-4-4



    	 



    

 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding the foregoing, for so long
as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC.


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans, the Hammond Square B Note and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the
terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof. The parties designated in the Pooling and Servicing Agreement
may exercise their option to purchase the Mortgage Loans, the Hammond Square B Note and any other property remaining in the Trust
and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining
assets of the Trust shall be distributed to the holders of the Class R Certificates.


 



    	A-4-5



    	 



    

 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 



    	A-4-6



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-4-8



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-4-9



    	 



    

 


EXHIBIT
A-5



[FORM OF CLASS A-4 CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS
AND/OR EXCESS TRUST ADVISOR EXPENSES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY
BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTION 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	 	A-5-1 	 



    


    

 





MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 





	PASS-THROUGH
        RATE: 3.753% PER ANNUM

         

        DATE
OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
        DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE
CERTIFICATE BALANCE OF THE CLASS A-4 CERTIFICATES AS OF THE CLOSING DATE: $242,202,000

         

        CERTIFICATE
BALANCE OF THIS CLASS A-4 CERTIFICATE AS OF THE CLOSING DATE:


$242,202,000 

         

        NO.
        A-4-1
	 	MASTER
SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE:
WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.       61690AAE4

         

        ISIN
        NO.          US61690AAE47



 


CLASS A-4
CERTIFICATE


 


evidencing
a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool
of commercial mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans
and the Hammond Square B Note, such amounts as shall from time to time be held in the Collection Account and Distribution Account,
the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Pooling and Servicing Agreement.


 






    	 	A-5-2 	 



    


    

 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27 (herein called the “Certificates”).
The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate
100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-4 Certificates equal
to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on
the face hereof by the initial Aggregate Certificate Balance of the Class A-4 Certificates.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


Distributions
of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date
(a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name
this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the
11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on December
11, 2015. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this
Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution
Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-4
Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral
Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates
in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal
Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 






    	 	A-5-3 	 



    


    

 


Excess
Trust Advisor Expenses shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates
(other than the Control Eligible Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust
Advisor Expenses allocated to any such Class of Certificates will be allocated pro rata among the outstanding Certificates of
such Class.


 


The
Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”)
will be made by or on behalf of the Certificate Administrator by check mailed to such Holder’s address as it appears on
the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to
the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any
Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five
(5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to
an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate
will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the
pendency of such final distribution.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


  



    	 	A-5-4 	 



    


    

 


Subject
to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons,
in minimum denominations specified in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.


 


The
Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator,
the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s
interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing
Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans,
the Hammond Square B Note and any other property remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 






    	 	A-5-5 	 



    


    

 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 









    	 	A-5-6 	 



    


    



  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
        with

        rights of survivorship

        and not as tenants in

        common 
	 	UNIF
                                         GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
        to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-5-8



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-5-9



    	 



    

 





EXHIBIT
A-6



[FORM OF CLASS X-A CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS
AND/OR EXCESS TRUST ADVISOR EXPENSES ALLOCABLE TO REDUCE THE NOTIONAL AMOUNT OF THIS CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL
AMOUNT BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


THIS
CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.


 


THIS
CERTIFICATE REPRESENTS MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS
THOSE TERMS ARE


 






    	 	A-6-1 	 



    


    

 


DEFINED,
RESPECTIVELY, IN SECTION 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.








 






    	 	A-6-2 	 



    


    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PASS-THROUGH
                           RATE: VARIABLE

         

        DATE
OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE
NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES AS OF THE CLOSING DATE: $575,602,000

         

        Notional
Amount of this Class X-A Certificate as of the Closing Date: $[_]

         

        NO.
        X-A-[_]
	 	MASTER
SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE:
WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.       61690AAF1

         

        ISIN
        NO.          US61690AAF12 



 


CLASS
X-A CERTIFICATE


 


evidencing
a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool
of commercial mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans
and the Hammond Square B Note, such amounts as shall from time to time be held in the Collection Account and Distribution Account,
the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Pooling and Servicing Agreement.


 



    	 	A-6-3 	 



    


    

 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27 (herein called the “Certificates”).
The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate
100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class X-A Certificates equal to
the quotient expressed as a percentage obtained by dividing the initial Notional Amount of this Certificate specified on the face
hereof by the initial aggregate Notional Amount of the Class X-A Certificates.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


Distributions
of interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations
set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on December 11, 2015. All sums distributable
on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender
for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Notional Amount of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
due to this Certificate’s pro rata share of the amount to be distributed on the Class X-A Certificates as of such Distribution
Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 


The
Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 






    	 	A-6-4 	 



    


    

 


All
distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”)
will be made by or on behalf of the Certificate Administrator by check mailed to such Holder’s address as it appears on
the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to
the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any
Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five
(5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to
an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate
will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the
pendency of such final distribution.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-A Certificates will be issued in denominations of $100,000 initial
Notional Amount and in any whole dollar denomination in excess thereof.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of


 


 






    	 	A-6-5 	 



    


    

 


DTC,
transfers of interests in this Certificate shall be made through the book entry facilities of DTC.


 


The
Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator,
the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s
interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing
Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans,
the Hammond Square B Note and any other property remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 









    	 	A-6-6 	 



    


    

 




  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS X-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
        with

        rights of survivorship

        and not as tenants in

        common 
	 	UNIF
                                         GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
        to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-6-8



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-6-9



    	 



    

  


EXHIBIT
A-7



[FORM OF CLASS A-S CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS
AND/OR EXCESS TRUST ADVISOR EXPENSES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY
BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED,


 






    	 	A-7-1 	 



    


    

 


RESPECTIVELY,
IN SECTION 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 









    	 	A-7-2 	 



    


    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PASS-THROUGH
                           RATE: 4.068% PER ANNUM

         

        DATE
OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE
CERTIFICATE BALANCE OF THE CLASS A-S CERTIFICATES AS OF THE CLOSING DATE: $57,560,000

         

        CERTIFICATE
BALANCE OF THIS CLASS A-S CERTIFICATE AS OF THE CLOSING DATE:

$57,560,000

         

        NO.
        A-S-1
	 	MASTER
SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE:
WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.       61690AAG9

         

        ISIN
        NO.          US61690AAG94



 


CLASS
A-S CERTIFICATE


 


evidencing
a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool
of commercial mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans
and the Hammond Square B Note, such amounts as shall from time to time be held in the Collection Account and Distribution Account,
the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized


 






    	 	A-7-3 	 



    


    

 


terms
used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27 (herein called the “Certificates”).
The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate
100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-S Certificates equal to
the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the
face hereof by the initial Aggregate Certificate Balance of the Class A-S Certificates.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


Distributions
of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date
(a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name
this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the
11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on December
11, 2015. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this
Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution
Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-S Certificates
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral
Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates
in the manner set forth in the Pooling


 






    	 	A-7-4 	 



    


    

 


and
Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated
pro rata among the outstanding Certificates of such Class.


 


Excess
Trust Advisor Expenses shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates
(other than the Control Eligible Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust
Advisor Expenses allocated to any such Class of Certificates will be allocated pro rata among the outstanding Certificates of
such Class.


 


The
Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”)
will be made by or on behalf of the Certificate Administrator by check mailed to such Holder’s address as it appears on
the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to
the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any
Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five
(5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will
be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency
of such final distribution.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and


 






    	 	A-7-5 	 



    


    

 


thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons,
in minimum denominations specified in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.


 


The
Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator,
the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s
interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing
Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans,
the Hammond Square B Note and any other property remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all


 






    	 	A-7-6 	 



    


    

 


administrative
expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 









    	 	A-7-7 	 



    


    

 




  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
        with

        rights of survivorship

        and not as tenants in

        common 
	 	UNIF
                                         GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
        to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-7-9



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-7-10



    	 



    

 





EXHIBIT
A-8



[FORM OF CLASS B CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS
AND/OR EXCESS TRUST ADVISOR EXPENSES ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY
BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED,


 






    	 	A-8-1 	 



    


    

 


RESPECTIVELY,
IN SECTION 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.








 






    	 	A-8-2 	 



    


    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PASS-THROUGH
RATE: THE Weighted Average REMIC I Net Mortgage Rate

         

        DATE
OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE
CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES AS OF THE CLOSING DATE: $49,338,000

         

        CERTIFICATE
BALANCE OF THIS CLASS B CERTIFICATE AS OF THE CLOSING DATE: 

$49,338,000

         

        NO.
        B-1
	 	MASTER
SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE:
WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.61690AAH7

         

        ISIN
        NO.    US61690AAH77



 


CLASS
B CERTIFICATE


 


evidencing
a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool
of commercial mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans
and the Hammond Square B Note, such amounts as shall from time to time be held in the Collection Account and Distribution Account,
the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Pooling and Servicing Agreement.


 






    	 	A-8-3 	 



    


    

 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27 (herein called the “Certificates”).
The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate
100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class B Certificates equal to the
quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face
hereof by the initial Aggregate Certificate Balance of the Class B Certificates.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


Distributions
of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date
(a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name
this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the
11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on December
11, 2015. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this
Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution
Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class B Certificates
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral
Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates
in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal
Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 






    	 	A-8-4 	 



    


    

 


Excess
Trust Advisor Expenses shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates
(other than the Control Eligible Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust
Advisor Expenses allocated to any such Class of Certificates will be allocated pro rata among the outstanding Certificates of
such Class.


 


The
Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”)
will be made by or on behalf of the Certificate Administrator by check mailed to such Holder’s address as it appears on
the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to
the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any
Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five
(5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will
be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency
of such final distribution.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


 






    	 	A-8-5 	 



    


    

 


Subject
to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons,
in minimum denominations specified in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.


 


The
Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator,
the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s
interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing
Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans,
the Hammond Square B Note and any other property remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 






    	 	A-8-6 	 



    


    

 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 









    	 	A-8-7 	 



    


    



  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
        with

        rights of survivorship

        and not as tenants in

        common 
	 	UNIF
                                         GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
        to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-8-9



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-8-10



    	 



    

 




EXHIBIT
A-9



[FORM OF CLASS C CERTIFICATE]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE REGISTRAR,
THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT OR ANY OF
THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THIS CERTIFICATE IS SUBORDINATED IN
RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


THE CERTIFICATE BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,


 






    	A-9-1



    	 



    

 


RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-9-2



    	 



    







 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PASS-THROUGH
        RATE: THE Weighted Average REMIC I Net Mortgage Rate

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
        DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES AS OF THE CLOSING DATE: $34,947,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS C CERTIFICATE AS OF THE CLOSING DATE: $34,947,000

         

        NO.
        C-1

         
	 	MASTER
        SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.     61690AAJ3

         

        ISIN
        NO.       US61690AAJ34

         



CLASS
C CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued
pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the
Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent
provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans and the Hammond Square B Note, such
amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO
Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling
and Servicing Agreement.


 



    	A-9-3



    	 



    




 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27 (herein called the “Certificates”). The Certificates are issued in the Classes
specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust.
This Certificate represents an interest in the Class C Certificates equal to the quotient expressed as a percentage obtained by
dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate
Balance of the Class C Certificates.


 


This Certificate does not purport to summarize
the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


Distributions of principal of and interest
on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on December 11, 2015. All sums distributable
on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender
for the payment of public and private debts.


 


Interest on this Certificate will accrue (computed
as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such
Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution
Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s
pro rata share of the amount to be distributed on the Class C Certificates as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Unless the certificate of authentication hereon
has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under
the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 



    	A-9-4



    	 



    




 


Excess Trust Advisor Expenses shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates (other than the Control Eligible
Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust Advisor Expenses allocated to any
such Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under the Pooling and Servicing
Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate
Administrator by check mailed to such Holder’s address as it appears on the Certificate Register of the Certificate Registrar
or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions
given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time
thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder
by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding
the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the
location that will be specified in a notice of the pendency of such final distribution.


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 



    	A-9-5



    	 



    




 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


Notwithstanding the foregoing, for so long
as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC.


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans, the Hammond Square B Note and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the
terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof. The parties designated in the Pooling and Servicing Agreement
may exercise their option to purchase the Mortgage Loans, the Hammond Square B Note and any other property remaining in the Trust
and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining
assets of the Trust shall be distributed to the holders of the Class R Certificates.


 



    	A-9-6



    	 



    




 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 




    	A-9-7



    	 



    

 


IN WITNESS WHEREOF, the Certificate Registrar
has caused this Certificate to be duly executed under this official seal.


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:



 Dated:   November 24, 2015


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED
TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:








 




    	 



    	 



    




 


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.




 




    	A-9-9



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 




    	A-9-10



    	 



    

 


EXHIBIT
A-10



[FORM OF CLASS X-B CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES ONLY:
THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR
IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN
AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN


 



    	A-10-1



    	 



    

 


INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


[FOR GLOBAL CERTIFICATES ONLY: THE INITIAL
NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO REDUCE THE NOTIONAL AMOUNT OF THIS CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN
THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR. 


 


[FOR GLOBAL CERTIFICATES ONLY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]


 


THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE
PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-10-2



    	 



    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	
        PASS-THROUGH
        RATE: VARIABLE

         

        DATE OF POOLING
        AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF DATE:
        NOVEMBER 1, 2015

         

        CLOSING DATE:
        NOVEMBER 24, 2015

         

        FIRST DISTRIBUTION
        DATE: DECEMBER 17, 2015

         

        AGGREGATE
        NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES AS OF THE CLOSING DATE: $57,560,000

         

        NOTIONAL
        AMOUNT OF THIS Class X-B CERTIFICATE AS OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE
        OF EXCHANGES ATTACHED)]

         

        NO. X-B-[_]

         

        
	 	
        MASTER SERVICER:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:
        CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/ AUTHENTICATING AGENT/Custodian: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.     61765XAA21

                                 U6182VAA32

                                 61765XAB03

         

        ISIN NO.        US61765XAA284

                                 USU6182VAA365

                                US61765XAB016

        



 


CLASS X-B
CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this


 







 



 





1
For Rule 144A Global Certificates


 


2
For Regulation S Global Certificates


 


3 For Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6 For
Definitive Certificates


 



    	A-10-3



    	 



    









 


“Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans
and the Hammond Square B Note, such amounts as shall from time to time be held in the Collection Account and Distribution Account,
the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Pooling and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27 (herein called the “Certificates”). The Certificates are issued in the Classes
specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust.
This Certificate represents an interest in the Class X-B Certificates equal to the quotient expressed as a percentage obtained
by dividing the initial Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount
of the Class X-B Certificates.


 


This Certificate does not purport to summarize
the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


Distributions of interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record
Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business
Day (a “Determination Date”), commencing on December 11, 2015. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts.


 


Interest on this Certificate will accrue (computed
as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such
Distribution Date at the related Pass-Through Rate on the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro
rata share of the amount to be


 



    	A-10-4



    	 



    

 


distributed on the Class X-B Certificates as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Unless the certificate of authentication hereon
has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under
the Pooling and Servicing Agreement or be valid for any purpose.


 


The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior
to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified
in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only
upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such
final distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in


 



    	A-10-5



    	 



    

 


Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.


 



    	A-10-6



    	 



    




 


Subject to the terms of the Pooling and Servicing
Agreement, the Class X-B Certificates will be issued in denominations of $100,000 initial Notional Amount and in any whole
dollar denomination in excess thereof.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described
above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders)
and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the
property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary
exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s interest in any REO Properties in the Trust Fund
pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the
Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late Ambassador of the


 



    	A-10-7



    	 



    

 


United States to the Court of St. James, living on the date hereof. The parties designated in the Pooling
and Servicing Agreement may exercise their option to purchase the Mortgage Loans, the Hammond Square B Note and any other property
remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and
Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated
with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 




    	A-10-8



    	 



    

 


IN WITNESS WHEREOF, the Certificate Registrar
has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:








 


Dated: November 24, 2015


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS X-B CERTIFICATES
REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 



    	 



    

 





ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.




 


 




    	A-10-10



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 




    	A-10-11



    	 



    

 


[TO BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The following exchanges of a part of this Global Certificate
have been made:


 




    	A-10-12



    	 



    

 


EXHIBIT
A-11



[FORM OF CLASS X-D CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES ONLY:
THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR
IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN
AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN


 






    	A-11-1



    	 



    

 


INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


[FOR GLOBAL CERTIFICATES ONLY: THE INITIAL
NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO REDUCE THE NOTIONAL AMOUNT OF THIS CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN
THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR. 


 


[FOR GLOBAL CERTIFICATES ONLY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]


 


THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE
PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-11-2



    	 



    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PASS-THROUGH
        RATE: VARIABLE

         

        DATE OF POOLING
        AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF DATE:
        NOVEMBER 1, 2015

         

        CLOSING DATE:
        NOVEMBER 24, 2015

         

        FIRST DISTRIBUTION
        DATE: DECEMBER 17, 2015

         

        AGGREGATE NOTIONAL
        AMOUNT OF THE CLASS X-D CERTIFICATES AS OF THE CLOSING DATE: $38,031,000

         

        NOTIONAL AMOUNT
        OF THIS CLASS X-D CERTIFICATE AS OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE OF
        EXCHANGES ATTACHED)]

         

        NO. X-D-[_]

         
	 	MASTER SERVICER:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:
        CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

         

        TRUSTEE: WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/ AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.      61765XAC81

                                 U6182VAB12

                                 61765XAD63

         

        ISIN NO.        US61765XAC834

                                 USU6182VAB195

                                 US61765XAD666

         



 


CLASS
X-D CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this


 


 






 


1
For Rule 144A Global Certificates


 


2
For Regulation S Global Certificates


 


3 For
Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6
For Definitive Certificates


 



    	A-11-3



    	 



    




 


“Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans
and the Hammond Square B Note, such amounts as shall from time to time be held in the Collection Account and Distribution Account,
the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Pooling and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27 (herein called the “Certificates”). The Certificates are issued in the Classes
specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust.
This Certificate represents an interest in the Class X-D Certificates equal to the quotient expressed as a percentage obtained
by dividing the initial Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount
of the Class X-D Certificates.


 


This Certificate does not purport to summarize
the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


Distributions of interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record
Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business
Day (a “Determination Date”), commencing on December 11, 2015. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts.


 


Interest on this Certificate will accrue (computed
as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such
Distribution Date at the related Pass-Through Rate on the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro
rata share of the amount to be


 



    	A-11-4



    	 



    

 


distributed on the Class X-D Certificates as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Unless the certificate of authentication hereon
has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under
the Pooling and Servicing Agreement or be valid for any purpose.


 


The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior
to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified
in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only
upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such
final distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in


 



    	A-11-5



    	 



    

 


Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.


 



    	A-11-6



    	 



    




 


Subject to the terms of the Pooling and Servicing
Agreement, the Class X-D Certificates will be issued in denominations of $100,000 initial Notional Amount and in any whole dollar
denomination in excess thereof.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described
above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders)
and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the
property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary
exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s interest in any REO Properties in the Trust Fund
pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the
Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late Ambassador of the


 



    	A-11-7



    	 



    

 


United States to the Court of St. James, living on the date hereof. The parties designated in the Pooling
and Servicing Agreement may exercise their option to purchase the Mortgage Loans, the Hammond Square B Note and any other property
remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and
Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated
with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 




    	A-11-8



    	 



    

 


IN WITNESS WHEREOF, the Certificate Registrar
has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:











Dated: November 24, 2015


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS X-D CERTIFICATES
REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 




    	 



    	 



    




 


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.



  



    	A-11-10



    	 



    




 


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.


 





    	A-11-11



    	 



    

 


[TO BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The following exchanges of a part of this Global Certificate
have been made


 




    	A-11-12



    	 



    

 




EXHIBIT
A-12



[FORM OF CLASS X-E CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES ONLY:
THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR
IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN
AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN


 


    	A-12-1



    	 



    
 

INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


[FOR GLOBAL CERTIFICATES ONLY: THE INITIAL
NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO REDUCE THE NOTIONAL AMOUNT OF THIS CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN
THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR. 


 


[FOR GLOBAL CERTIFICATES ONLY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]


 


THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE
PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


    	A-12-2



    	 



    

 

MORGAN STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	
        PASS-THROUGH RATE: VARIABLE

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER
        1, 2015

         

        CUT-OFF DATE: NOVEMBER 1, 2015

         

        CLOSING DATE: NOVEMBER 24, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-E CERTIFICATES
        AS OF THE CLOSING DATE: $8,223,000

         

        NOTIONAL AMOUNT OF THIS CLASS X-E CERTIFICATE AS
        OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]

         

        NO. X-E-[_]

        	 	
        MASTER SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR/ CERTIFICATE REGISTRAR/
        AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.      61765XAE41

                                 U6182VAC92

                                 61765XAF13

         

        ISIN NO.          US61765XAE404

                                 USU6182VAC915

                                 US61765XAF156

        


 

CLASS X-E CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this


 


 


 

1 For Rule 144A
Global Certificates


 


2 For Regulation
S Global Certificates


 


3 For Definitive
Certificates


 


4 For Rule 144A
Global Certificates


 


5 For Regulation
S Global Certificates


 


6 For Definitive
Certificates


 



    	A-12-3



    	 



    

 


“Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary
of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans and
the Hammond Square B Note, such amounts as shall from time to time be held in the Collection Account and Distribution Account,
the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Pooling and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27 (herein called the “Certificates”). The Certificates are issued in the Classes
specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust.
This Certificate represents an interest in the Class X-E Certificates equal to the quotient expressed as a percentage obtained
by dividing the initial Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount
of the Class X-E Certificates.


 


This Certificate does not purport to summarize
the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


Distributions of interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record
Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business
Day (a “Determination Date”), commencing on December 11, 2015. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts.


 


Interest on this Certificate will accrue (computed
as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such
Distribution Date at the related Pass-Through Rate on the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro
rata share of the amount to be


 



    	A-12-4



    	 



    

 


distributed on the Class X-E Certificates as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Unless the certificate of authentication hereon
has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under
the Pooling and Servicing Agreement or be valid for any purpose.


 


The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior
to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified
in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only
upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such
final distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in


 


    	A-12-5



    	 



    

 

Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.


 


    	A-12-6



    	 



    

 

Subject to the terms of the Pooling and Servicing
Agreement, the Class X-E Certificates will be issued in denominations of $100,000 initial Notional Amount and in any whole dollar
denomination in excess thereof.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described
above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders)
and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the
property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary
exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s interest in any REO Properties in the Trust Fund
pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the
Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late Ambassador of the


 


    	A-12-7



    	 



    

 

United States to the Court of St. James, living on the date hereof. The parties designated in the Pooling
and Servicing Agreement may exercise their option to purchase the Mortgage Loans, the Hammond Square B Note and any other property
remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and
Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated
with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 




    	A-12-8



    	 



    
 



IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS X-E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-12-10



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________
________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-12-11



    	 



    
 

 [TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The following exchanges of a part of this Global Certificate
have been made:


 




    	A-12-12



    	 



    
 

EXHIBIT
A-13



[FORM OF CLASS X-F CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES ONLY:
THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR
IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN
AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN


 


    	A-13-1



    	 



    

 

INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


[FOR GLOBAL CERTIFICATES ONLY: THE INITIAL
NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO REDUCE THE NOTIONAL AMOUNT OF THIS CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN
THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR. 


 


[FOR GLOBAL CERTIFICATES ONLY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]


 


THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE
PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


    	A-13-2



    	 



    
 


MORGAN STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	
        PASS-THROUGH RATE: VARIABLE

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER
        1, 2015

         

        CUT-OFF DATE: NOVEMBER 1, 2015

         

        CLOSING DATE: NOVEMBER 24, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-F CERTIFICATES
        AS OF THE CLOSING DATE: $12,334,000

         

        NOTIONAL AMOUNT OF THIS CLASS X-F CERTIFICATE AS
        OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]

         

        NO. X-F-[_]

        	 	
        MASTER SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR/ CERTIFICATE REGISTRAR/
        AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.      1765XAG91

                                 U6182VAD72

                                 61765XAH73

         

        ISIN NO.          US61765XAG974

                                 USU6182VAD745

                                 US61765XAH706

         



 

CLASS X-F CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this



 

 



 

1 For Rule 144A
Global Certificates


 


2 For Regulation
S Global Certificates


 


3 For Definitive
Certificates


 


4 For Rule 144A
Global Certificates


 


5 For Regulation
S Global Certificates


 


6 For Definitive
Certificates


 


    	A-13-3



    	 



    

 

“Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary
of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans and
the Hammond Square B Note, such amounts as shall from time to time be held in the Collection Account and Distribution Account,
the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Pooling and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27 (herein called the “Certificates”). The Certificates are issued in the Classes
specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust.
This Certificate represents an interest in the Class X-F Certificates equal to the quotient expressed as a percentage obtained
by dividing the initial Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount
of the Class X-F Certificates.


 


This Certificate does not purport to summarize
the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


Distributions of interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record
Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business
Day (a “Determination Date”), commencing on December 11, 2015. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts.


 


Interest on this Certificate will accrue (computed
as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such
Distribution Date at the related Pass-Through Rate on the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro
rata share of the amount to be


 


    	A-13-4



    	 



    
 


distributed on the Class X-F Certificates as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Unless the certificate of authentication hereon
has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under
the Pooling and Servicing Agreement or be valid for any purpose.


 


The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior
to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified
in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only
upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such
final distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in


 


    	A-13-5



    	 



    
 

Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.


 


    	A-13-6



    	 



    
 


Subject to the terms of the Pooling and Servicing
Agreement, the Class X-F Certificates will be issued in denominations of $100,000 initial Notional Amount and in any whole dollar
denomination in excess thereof.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described
above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders)
and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the
property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary
exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s interest in any REO Properties in the Trust Fund
pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the
Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late Ambassador of the


 


    	A-13-7



    	 



    
 

United States to the Court of St. James, living on the date hereof. The parties designated in the Pooling
and Servicing Agreement may exercise their option to purchase the Mortgage Loans, the Hammond Square B Note and any other property
remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and
Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated
with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 




    	A-13-8



    	 



    
 



IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS X-F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-13-10



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________
________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-13-11



    	 



    

 

[TO BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The following exchanges of a part of this Global Certificate
have been made:


 




    	A-13-12



    	 



    
 

EXHIBIT
A-14



[FORM OF CLASS X-GH CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES ONLY:
THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR
IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN
AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN


 


    	A-14-1



    	 



    
 

INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


[FOR GLOBAL CERTIFICATES ONLY: THE INITIAL
NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO REDUCE THE NOTIONAL AMOUNT OF THIS CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN
THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR. 


 


[FOR GLOBAL CERTIFICATES ONLY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]


 


THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE
PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS MULTIPLE
“REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTION 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-14-2



    	 



    
 

MORGAN STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	
        PASS-THROUGH RATE: VARIABLE

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER
        1, 2015

         

        CUT-OFF DATE: NOVEMBER 1, 2015

         

        CLOSING DATE: NOVEMBER 24, 2015

         

        FIRST DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-GH CERTIFICATES
        AS OF THE CLOSING DATE: $22,539,000

         

        NOTIONAL AMOUNT OF THIS CLASS X-GH CERTIFICATE AS
        OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]

         

        NO. X-GH-[_]

        	 	
        MASTER SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR/ CERTIFICATE REGISTRAR/
        AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.      61765XAJ31

                         U6182VAE52

                         61765XAK03

         

        ISIN NO.          US61765XAJ374

                                 USU6182VAE575

                                 US61765XAK006




 

CLASS X-GH CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this


 


 



 


1 For Rule 144A
Global Certificates


 


2 For Regulation
S Global Certificates


 


3 For Definitive
Certificates


 


4 For Rule 144A
Global Certificates


 


5 For Regulation
S Global Certificates


 


6 For Definitive
Certificates

 


    	A-14-3



    	 



    
 

“Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary
of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans and
the Hammond Square B Note, such amounts as shall from time to time be held in the Collection Account and Distribution Account,
the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Pooling and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27 (herein called the “Certificates”). The Certificates are issued in the Classes
specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust.
This Certificate represents an interest in the Class X-GH Certificates equal to the quotient expressed as a percentage obtained
by dividing the initial Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount
of the Class X-GH Certificates.


 


This Certificate does not purport to summarize
the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


Distributions of interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record
Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business
Day (a “Determination Date”), commencing on December 11, 2015. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts.


 


Interest on this Certificate will accrue (computed
as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such
Distribution Date at the related Pass-Through Rate on the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro
rata share of the amount to be distributed on the Class X-GH Certificates as of such Distribution Date, with a final distribution


 


    	A-14-4



    	 



    
 

to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Unless the certificate of authentication hereon
has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under
the Pooling and Servicing Agreement or be valid for any purpose.


 


The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior
to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified
in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only
upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such
final distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in


 


    	A-14-5



    	 



    

 

Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.


 


    	A-14-6



    	 



    
 


Subject to the terms of the Pooling and Servicing
Agreement, the Class X-GH Certificates will be issued in denominations of $100,000 initial Notional Amount and in any whole dollar
denomination in excess thereof.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described
above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders)
and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the
property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary
exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s interest in any REO Properties in the Trust Fund
pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the
Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late Ambassador of the


 


    	A-14-7



    	 



    
 

United States to the Court of St. James, living on the date hereof. The parties designated in the Pooling
and Servicing Agreement may exercise their option to purchase the Mortgage Loans, the Hammond Square B Note and any other property
remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and
Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated
with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 




    	A-14-8



    	 



    
 



IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS X-GH CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-14-10



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________
________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-14-11



    	 



    

 


[TO BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The following exchanges of a part of this Global Certificate
have been made:


 


    	A-14-12



    	 



    


 


EXHIBIT A-15



[FORM OF CLASS X-J CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES ONLY:
THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR
IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN
AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN


 






    	 	A-15-1	 



     


    

 


INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


[FOR GLOBAL CERTIFICATES ONLY: THE INITIAL
NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO REDUCE THE NOTIONAL AMOUNT OF THIS CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE MAY BE LESS THAN
THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE CERTIFICATE
ADMINISTRATOR. 


 


[FOR GLOBAL CERTIFICATES ONLY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]


 


THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE
PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	 	A-15-2	 



     


    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PASS-THROUGH
        RATE: VARIABLE

         

        DATE OF POOLING
        AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF DATE:
        NOVEMBER 1, 2015

         

        CLOSING DATE:
        NOVEMBER 24, 2015

         

        FIRST DISTRIBUTION
        DATE: DECEMBER 17, 2015

         

        AGGREGATE NOTIONAL
        AMOUNT OF THE CLASS X-J CERTIFICATES AS OF THE CLOSING DATE: $23,715,316

         

        NOTIONAL AMOUNT
        OF THIS CLASS X-J CERTIFICATE AS OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY:

(SUBJECT TO SCHEDULE OF
        EXCHANGES ATTACHED)]

         

        NO. X-J-[_]

         

         
	MASTER SERVICER:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:
        CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

         

        TRUSTEE: WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/ AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.         61765XAL81
                            U6182VAF22
                            61765XAM63

         

        ISIN
        NO.            US61765XAL824
                          USU6182VAF235
                          US61765XAM656



CLASS
X-J CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this


 






 



 


1
For Rule 144A Global Certificates


 


2
For Regulation S Global Certificates


 


3
For Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6
For Definitive Certificates



 






    	 	A-15-3	 



     


    

 


“Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans
and the Hammond Square B Note, such amounts as shall from time to time be held in the Collection Account and Distribution Account,
the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Pooling and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27 (herein called the “Certificates”). The Certificates are issued in the Classes
specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust.
This Certificate represents an interest in the Class X-J Certificates equal to the quotient expressed as a percentage obtained
by dividing the initial Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount
of the Class X-J Certificates.


 


This Certificate does not purport to summarize
the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


Distributions of interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing
on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record
Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business
Day (a “Determination Date”), commencing on December 11, 2015. All sums distributable on this Certificate are
payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public
and private debts.


 


Interest on this Certificate will accrue (computed
as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such
Distribution Date at the related Pass-Through Rate on the Notional Amount of this Certificate immediately prior to each Distribution
Date. Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro
rata share of the amount to be


 






    	 	A-15-4	 



     


    

 


distributed
on the Class X-J Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Unless the certificate of authentication hereon
has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under
the Pooling and Servicing Agreement or be valid for any purpose.


 


The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior
to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified
in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only
upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such
final distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances,
without the consent of the Holders of any of the Certificates.


 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in


 






    	 	A-15-5	 



     


    

 


Regulation
S) and (ii) upon presentation of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III
of the Pooling and Servicing Agreement. Upon exchange of this Regulation S Temporary Global Certificate for one or more Global
Certificates, the Certificate Registrar shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify
each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result
if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state
laws.


 






    	 	A-15-6	 



     


    

 


Subject to the terms of the Pooling and Servicing
Agreement, the Class X-J Certificates will be issued in denominations of $100,000 initial Notional Amount and in any whole dollar
denomination in excess thereof.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described
above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders)
and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the
property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary
exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s interest in any REO Properties in the Trust Fund
pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the
Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late Ambassador of the


 






    	 	A-15-7	 



     


    

 


United States
to the Court of St. James, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise
their option to purchase the Mortgage Loans, the Hammond Square B Note and any other property remaining in the Trust and cause
the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination
of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets
of the Trust shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 




    	 	A-15-8	 



     


    

 





IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS X-J CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 



    			



     


    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	 	A-15-10	 



     


    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	 	A-15-11	 



     


    

 


[TO BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The following exchanges of a part of this Global Certificate
have been made: 






    	 	A-15-12	 



     


    

 


EXHIBIT
A-16



[FORM OF CLASS D CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES ONLY:
THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN).


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 


IF THE TRANSFEREE OF THIS CERTIFICATE
IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON
MUST BE AN ACCREDITED INVESTOR.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR
IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN
AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN


 






    	 	A-16-1	 



     


    

 


INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


[FOR GLOBAL CERTIFICATES ONLY: THE
INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED
HERETO.]


 


THIS CERTIFICATE IS SUBORDINATED IN
RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


THE CERTIFICATE BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF ANY PRINCIPAL DISTRIBUTIONS, COLLATERAL SUPPORT DEFICITS AND/OR EXCESS TRUST ADVISOR EXPENSES
ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


[FOR GLOBAL CERTIFICATES ONLY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	 	A-16-2	 



     


    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PASS-THROUGH
        RATE: 3.237% PER ANNUM

         

        DATE OF POOLING
        AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF DATE:
        NOVEMBER 1, 2015

         

        CLOSING DATE:
        NOVEMBER 24, 2015

         

        FIRST DISTRIBUTION
        DATE: DECEMBER 17, 2015

         

        AGGREGATE CERTIFICATE
        BALANCE OF THE CLASS D CERTIFICATES AS OF THE CLOSING DATE: $38,031,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS D CERTIFICATE AS OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE
        OF EXCHANGES ATTACHED)]

         

        NO. D-[_]

         
	MASTER SERVICER:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:
        CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

         

        TRUSTEE: WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.          61765XAN41

                                     U6182VAG02

                                     61765XAP93

         

        ISIN NO.             US61765XAN494

                             USU6182VAG065

                             US61765XAP966 



CLASS
D CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as


 





 



 


1
For Rule 144A Global Certificates


 


2
For Regulation S Global Certificates


 


3
For Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6
For Definitive Certificates



 






    	 	A-16-3	 



     


    

 


specified
above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the
“Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master
Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate
Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of the Mortgage Loans and the Hammond Square B Note, such amounts as shall from time to time be held
in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27 (herein called the “Certificates”). The Certificates are issued in the Classes
specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust.
This Certificate represents an interest in the Class D Certificates equal to the quotient expressed as a percentage obtained by
dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate
Balance of the Class D Certificates.


 


This Certificate does not purport to summarize
the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


Distributions of principal of and interest
on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on December 11, 2015. All sums distributable
on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender
for the payment of public and private debts.


 


Interest on this Certificate will accrue (computed
as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such
Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution
Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s
pro rata share of the amount to be distributed on the Class D Certificates as of such Distribution Date, with a final


 






    	 	A-16-4	 



     


    

 


distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Unless the certificate of authentication hereon
has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under
the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 


Excess Trust Advisor Expenses shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates (other than the Control Eligible
Certificates) in the manner set forth in the Pooling and Servicing Agreement. Any Excess Trust Advisor Expenses allocated to any
such Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to
the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in
the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon
presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final
distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto


 






    	 	A-16-5	 



     


    

 


with the
consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate,


 






    	 	A-16-6	 



     


    

 


and transfers
of interests in the Global Certificates that would result in a violation of the foregoing are prohibited. No party to the Pooling
and Servicing Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act
or any other securities law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the
transfer of any Certificate. Any Certificateholder or Certificate Owner desiring to effect a transfer of this Certificate or interests
therein shall, and does hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the Pooling and
Servicing Agreement against any liability that may result if the transfer is not exempt from such registration or qualification
or is not made in accordance with such federal and state laws.


 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described
above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting)


 






    	 	A-16-7	 



     


    

 


shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s
interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing
Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans,
the Hammond Square B Note and any other property remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 


THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 




    	 	A-16-8	 



     


    

 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 



    			



     


    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	 	A-16-10	 



     


    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	 	A-16-11	 



     


    




 


[TO BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The following exchanges of a part of this Global Certificate
have been made:


 






    	 	A-16-12	 



     


    

 


EXHIBIT
A-17



[FORM OF CLASS E CERTIFICATE]


 


[FOR REGULATION S CERTIFICATES ONLY:
THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE,
ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN).


 


NO BENEFICIAL OWNERS OF THIS REGULATION
S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS CERTIFICATE DOES NOT CONSTITUTE
AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST ADVISOR, THE AUTHENTICATING AGENT
OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.


 

IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 

THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS
A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO AN


 








    	A-17-1



    	 



    

 

INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED
INVESTORS WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND
(B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 




[FOR GLOBAL CERTIFICATES ONLY: THE
INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED
HERETO.]


 


THIS CERTIFICATE IS SUBORDINATED IN
RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


THE CERTIFICATE BALANCE OF THIS CERTIFICATE
WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS AND COLLATERAL SUPPORT DEFICITS ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY,
THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 

[FOR GLOBAL CERTIFICATES ONLY: UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

 



    	A-17-2



    	 



    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PASS-THROUGH
        RATE: 3.237% PER ANNUM

         

        DATE OF POOLING
        AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF DATE:
        NOVEMBER 1, 2015

         

        CLOSING DATE:
        NOVEMBER 24, 2015

         

        FIRST DISTRIBUTION
        DATE: DECEMBER 17, 2015

         

        AGGREGATE CERTIFICATE
        BALANCE OF THE CLASS E CERTIFICATES AS OF THE CLOSING DATE: $8,223,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS E CERTIFICATE AS OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE
        OF EXCHANGES ATTACHED)]

         

        NO. E-[_]

         
	MASTER SERVICER:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:
        CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST ADVISOR:
        SITUS HOLDINGS, LLC

         

        TRUSTEE: WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP NO.         61765XAQ71

                                    U6182VAH82

                                    61765XAR53

         

        ISIN NO.            US61765XAQ794

                                   USU6182VAH885

                                   US61765XAR526

         



CLASS
E CERTIFICATE


 


evidencing a beneficial ownership interest in a New York common
law trust (the “Trust”), consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES
ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as


  



 



 


1
For Rule 144A Global Certificates


 


2
For Regulation S Global Certificates


 


3
For Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6
For Definitive Certificates


 






    	A-17-3



    	 



    

 


specified
above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the
“Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master
Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate
Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of the Mortgage Loans and the Hammond Square B Note, such amounts as shall from time to time be held
in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This Certificate is one of a duly authorized
issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through
Certificates, Series 2015-C27 (herein called the “Certificates”). The Certificates are issued in the Classes
specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust.
This Certificate represents an interest in the Class E Certificates equal to the quotient expressed as a percentage obtained by
dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate
Balance of the Class E Certificates.


 


This Certificate does not purport to summarize
the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This
Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


Distributions of principal of and interest
on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on December 11, 2015. All sums distributable
on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender
for the payment of public and private debts.


 


Interest on this Certificate will accrue (computed
as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such
Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution
Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s
pro rata share of the amount to be distributed on the Class E Certificates as of such Distribution Date, with a final


 






    	A-17-4



    	 



    

 


distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Unless the certificate of authentication hereon
has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under
the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral Support Deficits shall be allocated
on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the
Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will
be allocated pro rata among the outstanding Certificates of such Class.


 


The Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under the Pooling and Servicing
Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”)] will be made
by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s address as it appears on the Certificate
Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record
Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which
instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to
the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in
the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon
presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final
distribution.


 


[FOR REGULATION S CERTIFICATES ONLY: Until
this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder
hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate
shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.]


 


The Pooling and Servicing Agreement permits,
with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders
under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51%
of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the


 






    	A-17-5



    	 



    

 


Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders
of any of the Certificates.


 


[FOR REGULATION S CERTIFICATES ONLY: This
Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on
or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation
of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement.
Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar
shall cancel this Regulation S Temporary Global Certificate.]


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register
upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly
endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees.


 


No transfer, sale, pledge or other disposition
of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the
registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1
to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially
in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or
(ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is
a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities
Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would
result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register
or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder
or Certificate Owner


 






    	A-17-6



    	 



    

 


desiring
to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify each Underwriter, each
Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result if the transfer
is not exempt from such registration or qualification or is not made in accordance with such federal and state laws.


 


Subject to the terms of the Pooling and Servicing
Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in
the Pooling and Servicing Agreement.


 


As provided in the Pooling and Servicing Agreement
and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized
denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer
or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Certificates.


 


As and when provided in the Pooling and Servicing
Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described
above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest
in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global
Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a
Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class.


 


[FOR GLOBAL CERTIFICATES ONLY: Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities
of DTC.]


 


The Depositor, the Master Servicer, the Special
Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating
Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The obligations and responsibilities of the
Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments
to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the
obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment
or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the
Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole
Certificateholder of all the


 








    	A-17-7



    	 



    

 

outstanding Certificates (other than the Class V and Class R Certificates) for the remaining
Mortgage Loans, the Hammond Square B Note and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the
terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof. The parties designated in the Pooling and Servicing Agreement
may exercise their option to purchase the Mortgage Loans, the Hammond Square B Note and any other property remaining in the Trust
and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining
assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The Certificate Registrar has executed this
Certificate under the Pooling and Servicing Agreement.


 

THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, AND THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING
AGREEMENT.


 




    	A-17-8



    	 



    

 





IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-17-10



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-17-11



    	 



    




 


[TO BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES


 


The following exchanges of a part of this Global Certificate
have been made:


 






    	A-17-12



    	 



    


 





EXHIBIT
A-18



[FORM OF CLASS F CERTIFICATE]


 


[FOR
REGULATION S CERTIFICATES ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN).


 


NO
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 






    	A-18-1



    	 



    




 


EXCEPT
AS OTHERWISE DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO (1) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT
ACCOUNTS AND ANNUITIES, KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED
“PLAN ASSETS” UNDER U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY
GENERAL ACCOUNTS, THAT IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
OR THE CODE OR (2) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH PLAN, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT
CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


[FOR
GLOBAL CERTIFICATES ONLY: THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN
THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS AND COLLATERAL SUPPORT DEFICITS
ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 






    	A-18-2



    	 



    




 


[FOR
GLOBAL CERTIFICATES ONLY: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTION 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 








    	A-18-3



    	 



    

 


 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27 


 





	PASS-THROUGH
                           RATE: 3.237% PER ANNUM

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
        DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES AS OF THE CLOSING DATE: $12,334,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS F CERTIFICATE AS OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE
        OF EXCHANGES ATTACHED)]

         

        NO.
        F-[_] 
	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.   61765XAS31

                              U6182VAJ42

                               61765XAT13

         

        ISIN
        NO.       US61765XAS364

                               USU6182VAJ455

                              US61765XAT196



  


CLASS
F CERTIFICATE


 


evidencing
a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool
of commercial mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through
certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated
as


 










 


1
For Rule 144A Global Certificates


 





2
For Regulation S Global Certificates


 


3 For
Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6 For Definitive Certificates


  






    	A-18-4



    	 



    

 


specified above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate
Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of the Mortgage Loans and the Hammond Square B Note, such amounts as shall from time to time be held
in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27 (herein called the “Certificates”).
The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate
100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class F Certificates equal to the
quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face
hereof by the initial Aggregate Certificate Balance of the Class F Certificates.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


Distributions
of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date
(a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name
this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the
11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on December
11, 2015. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this
Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution
Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class F Certificates
as of such Distribution Date, with a final


 






    	A-18-5



    	 



    

 


distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral
Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates
in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal
Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The
Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All
distributions under the Pooling and Servicing Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company
(“DTC”)] will be made by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s
address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator
on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date
prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator
five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to
an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate
will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the
pendency of such final distribution.


 


[FOR
REGULATION S CERTIFICATES ONLY: Until this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S
Permanent Global Certificates, the Holder hereof shall not be entitled to receive payments hereon; until so exchanged in full,
this Regulation S Temporary Global Certificate shall in all other respects be entitled to the same benefits as other Certificates
under the Pooling and Servicing Agreement.]


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the


 






    	A-18-6



    	 



    

 


Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


[FOR
REGULATION S CERTIFICATES ONLY: This Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or
more Global Certificates only (i) on or after the termination of the 40-day distribution compliance period (as defined in
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as defined in the Pooling Agreement) required by
Article III of the Pooling and Servicing Agreement. Upon exchange of this Regulation S Temporary Global Certificate for one or
more Global Certificates, the Certificate Registrar shall cancel this Regulation S Temporary Global Certificate.]


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


 


No
transfer, sale, pledge or other disposition of this Certificate or interest therein shall be made unless such transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer
of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a transfer of such Certificate by the Depositor or
one of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt,
may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially
in the form attached as Exhibit D-1 to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s
prospective Transferee substantially in the form attached either as Exhibit D-2A or Exhibit D-2B to the
Pooling and Servicing Agreement; or (ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that
such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the
facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s
prospective Transferee on which such opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust
or of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the
Trust Advisor or the Certificate Registrar in their respective capacities as such). No Person may hold an interest in a Rule 144A
Global Certificate unless that Person is a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined
in Rule 902(k) under the Securities Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests
in the Global Certificates that would result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing
Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities
law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate.
Any Certificateholder or Certificate Owner


 






    	A-18-7



    	 



    

 


desiring to effect a transfer of this Certificate or interests therein shall, and does
hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against
any liability that may result if the transfer is not exempt from such registration or qualification or is not made in accordance
with such federal and state laws.


 


No
transfer of this Certificate or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts, the
assets of which are considered “plan assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified
by Section 3(42) of ERISA, including, without limitation, insurance company general accounts, that is subject to Title I
of ERISA or Section 4975 of the Code or any applicable federal, state or local law (“Similar Laws”) materially
similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (B) to any Person who is
directly or indirectly purchasing this Certificate or such interest herein on behalf of, as named fiduciary of, as trustee of,
or with “plan assets” of a Plan, unless: (i) the purchase and holding of this Certificate or such interest herein
qualifies for the exemptive relief available under Sections I and III of U.S. Department of Labor Prohibited Transaction
Class Exemption (“PTCE”) 95-60; or (ii) in the case of a Non-Investment Grade Certificate held as a Definitive
Certificate, the prospective Transferee provides the Certificate Registrar with a certification of facts and an Opinion of Counsel
which establish to the satisfaction of the Certificate Registrar that such transfer will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any Similar Laws or subject any party to
the Pooling and Servicing Agreement to any obligation in addition to those undertaken in the Pooling and Servicing Agreement.
Each Person who acquires any Non-Investment Grade Certificate as a Definitive Certificate (unless it shall have acquired such
Certificate from the Depositor or an Affiliate thereof or unless it shall have delivered to the Certificate Registrar the certification
of facts and Opinion of Counsel referred to in clause (ii) of the preceding sentence) shall be required to deliver to the
Certificate Registrar a certification in the form of Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement
that includes a certification to the effect that: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of
a Plan; or (ii) the purchase and holding of such Certificate or interest therein by such Person qualifies for the exemptive
relief available under Sections I and III of PTCE 95-60 or another exemption from the “prohibited transactions”
rules under ERISA issued by the U.S. Department of Labor or similar exemption under Similar Laws.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons,
in minimum denominations specified in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.


 






    	A-18-8



    	 



    

 


As
and when provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, including but not
limited to the transfer restrictions described above, a Definitive Certificate may be converted into an interest in a Global Certificate
of the applicable Class, an interest in a Global Certificate may be converted into a Definitive Certificate of the applicable
Class, an interest in a Rule 144A Global Certificate may be converted into an interest in a Regulation S Global Certificate of
the applicable Class and an interest in a Regulation S Global Certificate may be converted into an interest in a Rule 144A Global
Certificate of the applicable Class.


 


[FOR
GLOBAL CERTIFICATES ONLY: Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall
be made through the book entry facilities of DTC.]


 


The
Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator,
the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s
interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing
Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans,
the Hammond Square B Note and any other property remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 






    	A-18-9



    	 



    




 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 




    	A-18-10



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 






    	 



    	 



    

 



ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 





	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


   




    	A-18-12



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.





 




    	A-18-13



    	 



    

 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 




    	A-18-14



    	 



    

 


EXHIBIT
A-19



[FORM OF CLASS G CERTIFICATE]


 


[FOR
REGULATION S CERTIFICATES ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN).


 


NO
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 






    	A-19-1



    	 



    

 


EXCEPT
AS OTHERWISE DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO (1) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT
ACCOUNTS AND ANNUITIES, KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED
“PLAN ASSETS” UNDER U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY
GENERAL ACCOUNTS, THAT IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
OR THE CODE OR (2) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH PLAN, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT
CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


[FOR
GLOBAL CERTIFICATES ONLY: THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN
THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS AND COLLATERAL SUPPORT DEFICITS
ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 






    	A-19-2



    	 



    

 


[FOR
GLOBAL CERTIFICATES ONLY: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTION 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




    	A-19-3



    	 



    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PASS-THROUGH
                           RATE: 3.237% PER ANNUM

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
        DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES AS OF THE CLOSING DATE: $13,362,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS G CERTIFICATE AS OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE
        OF EXCHANGES ATTACHED)]

         

        NO.
        G-[_]
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDING, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.  61765XAU81

                             U6182VAK12

                               61765XAV63

         

        ISIN
        NO.      US61765XAU814

                              USU6182VAK185

                             US61765XAV646 



 


CLASS
G CERTIFICATE


 


evidencing
a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool
of commercial mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through
certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated
as


 










1
For Rule 144A Global Certificates


 





2
For Regulation S Global Certificates


 


3 For
Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6 For Definitive Certificates  



 






    	A-19-4



    	 



    

 


specified above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate
Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of the Mortgage Loans and the Hammond Square B Note, such amounts as shall from time to time be held
in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27 (herein called the “Certificates”).
The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate
100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class G Certificates equal to the
quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face
hereof by the initial Aggregate Certificate Balance of the Class G Certificates.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


Distributions
of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date
(a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name
this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the
11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on December
11, 2015. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this
Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution
Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class G Certificates
as of such Distribution Date, with a final


 






    	A-19-5



    	 



    

 


distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral
Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates
in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal
Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The
Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All
distributions under the Pooling and Servicing Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company
(“DTC”)] will be made by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s
address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator
on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date
prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator
five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds
to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate
will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the
pendency of such final distribution.


 


[FOR
REGULATION S CERTIFICATES ONLY: Until this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S
Permanent Global Certificates, the Holder hereof shall not be entitled to receive payments hereon; until so exchanged in full,
this Regulation S Temporary Global Certificate shall in all other respects be entitled to the same benefits as other Certificates
under the Pooling and Servicing Agreement.]


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the 


 






    	A-19-6



    	 



    

 


Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


[FOR
REGULATION S CERTIFICATES ONLY: This Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or
more Global Certificates only (i) on or after the termination of the 40-day distribution compliance period (as defined in
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as defined in the Pooling Agreement) required by
Article III of the Pooling and Servicing Agreement. Upon exchange of this Regulation S Temporary Global Certificate for one or
more Global Certificates, the Certificate Registrar shall cancel this Regulation S Temporary Global Certificate.]


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


 


No
transfer, sale, pledge or other disposition of this Certificate or interest therein shall be made unless such transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer
of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a transfer of such Certificate by the Depositor or
one of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt,
may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially
in the form attached as Exhibit D-1 to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s
prospective Transferee substantially in the form attached either as Exhibit D-2A or Exhibit D-2B to the
Pooling and Servicing Agreement; or (ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that
such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the
facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s
prospective Transferee on which such opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust
or of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the
Trust Advisor or the Certificate Registrar in their respective capacities as such). No Person may hold an interest in a Rule 144A
Global Certificate unless that Person is a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined
in Rule 902(k) under the Securities Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests
in the Global Certificates that would result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing
Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities
law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate.
Any Certificateholder or Certificate Owner


 






    	A-19-7



    	 



    

 


desiring to effect a transfer of this Certificate or interests therein shall, and does
hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against
any liability that may result if the transfer is not exempt from such registration or qualification or is not made in accordance
with such federal and state laws.


 


No
transfer of this Certificate or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts, the
assets of which are considered “plan assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified
by Section 3(42) of ERISA, including, without limitation, insurance company general accounts, that is subject to Title I
of ERISA or Section 4975 of the Code or any applicable federal, state or local law (“Similar Laws”) materially
similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (B) to any Person who is
directly or indirectly purchasing this Certificate or such interest herein on behalf of, as named fiduciary of, as trustee of,
or with “plan assets” of a Plan, unless: (i) the purchase and holding of this Certificate or such interest herein
qualifies for the exemptive relief available under Sections I and III of U.S. Department of Labor Prohibited Transaction
Class Exemption (“PTCE”) 95-60; or (ii) in the case of a Non-Investment Grade Certificate held as a Definitive
Certificate, the prospective Transferee provides the Certificate Registrar with a certification of facts and an Opinion of Counsel
which establish to the satisfaction of the Certificate Registrar that such transfer will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any Similar Laws or subject any party to
the Pooling and Servicing Agreement to any obligation in addition to those undertaken in the Pooling and Servicing Agreement.
Each Person who acquires any Non-Investment Grade Certificate as a Definitive Certificate (unless it shall have acquired such
Certificate from the Depositor or an Affiliate thereof or unless it shall have delivered to the Certificate Registrar the certification
of facts and Opinion of Counsel referred to in clause (ii) of the preceding sentence) shall be required to deliver to the
Certificate Registrar a certification in the form of Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement
that includes a certification to the effect that: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of
a Plan; or (ii) the purchase and holding of such Certificate or interest therein by such Person qualifies for the exemptive
relief available under Sections I and III of PTCE 95-60 or another exemption from the “prohibited transactions”
rules under ERISA issued by the U.S. Department of Labor or similar exemption under Similar Laws.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons,
in minimum denominations specified in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.


 






    	A-19-8



    	 



    

 


As
and when provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, including but not
limited to the transfer restrictions described above, a Definitive Certificate may be converted into an interest in a Global Certificate
of the applicable Class, an interest in a Global Certificate may be converted into a Definitive Certificate of the applicable
Class, an interest in a Rule 144A Global Certificate may be converted into an interest in a Regulation S Global Certificate of
the applicable Class and an interest in a Regulation S Global Certificate may be converted into an interest in a Rule 144A Global
Certificate of the applicable Class.


 


[FOR
GLOBAL CERTIFICATES ONLY: Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall
be made through the book entry facilities of DTC.]


 


The
Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator,
the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s
interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing
Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans,
the Hammond Square B Note and any other property remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 






    	A-19-9



    	 



    

 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 




    	A-19-10



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 


Dated:
November 24, 2015


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 




    	 



    	 



    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 





	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


 


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


   




    	A-19-12



    	 



    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.


 




    	A-19-13



    	 



    

 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 




    	A-19-14



    	 



    


 




EXHIBIT
A-20



[FORM OF CLASS H CERTIFICATE]


 


[FOR
REGULATION S CERTIFICATES ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN).


 


NO
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 






    	A-20-1



    	 



    

 


EXCEPT
AS OTHERWISE DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO (1) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT
ACCOUNTS AND ANNUITIES, KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED
“PLAN ASSETS” UNDER U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY
GENERAL ACCOUNTS, THAT IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
OR THE CODE OR (2) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH PLAN, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT
CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


[FOR
GLOBAL CERTIFICATES ONLY: THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN
THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS AND COLLATERAL SUPPORT DEFICITS
ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 






    	A-20-2



    	 



    

 


[FOR
GLOBAL CERTIFICATES ONLY: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTION 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 









    	A-20-3



    	 



    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27 


	 	 	 
	PASS-THROUGH
                           RATE: 3.237% PER ANNUM

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
        DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES AS OF THE CLOSING DATE: $9,177,000

         

        CERTIFICATE BALANCE OF THIS CLASS H CERTIFICATE AS
        OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)]

        

         

        NO.
        H-[_]

         
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.     61765XAW41

                                U6182VAL92

                                61765XAX23

         

        ISIN
        NO.      US61765XAW484

                               USU6182VAL905

                               US61765XAX216

         



CLASS
H CERTIFICATE


 


evidencing
a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool
of commercial mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through
certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated
as


 





 






1
For Rule 144A Global Certificates


2
For Regulation S Global Certificates


3
For Definitive Certificates


4
For Rule 144A Global Certificates


5
For Regulation S Global Certificates


6
For Definitive Certificates


 







    	A-20-4



    	 



    

 


specified
above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the
“Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master
Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate
Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of the Mortgage Loans and the Hammond Square B Note, such amounts as shall from time to time be held
in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27 (herein called the “Certificates”).
The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate
100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class H Certificates equal to the
quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face
hereof by the initial Aggregate Certificate Balance of the Class H Certificates.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


Distributions
of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date
(a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name
this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the
11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on December
11, 2015. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this
Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution
Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class H Certificates
as of such Distribution Date, with a final


 






    	A-20-5



    	 



    

 


distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral
Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates
in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal
Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The
Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All
distributions under the Pooling and Servicing Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company
(“DTC”)] will be made by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s
address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator
on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date
prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator
five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds
to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate
will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the
pendency of such final distribution.


 


[FOR
REGULATION S CERTIFICATES ONLY: Until this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S
Permanent Global Certificates, the Holder hereof shall not be entitled to receive payments hereon; until so exchanged in full,
this Regulation S Temporary Global Certificate shall in all other respects be entitled to the same benefits as other Certificates
under the Pooling and Servicing Agreement.]


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the


 






    	A-20-6



    	 



    

 


Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders
of any of the Certificates.


 


[FOR
REGULATION S CERTIFICATES ONLY: This Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or
more Global Certificates only (i) on or after the termination of the 40-day distribution compliance period (as defined in
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as defined in the Pooling Agreement) required by
Article III of the Pooling and Servicing Agreement. Upon exchange of this Regulation S Temporary Global Certificate for one or
more Global Certificates, the Certificate Registrar shall cancel this Regulation S Temporary Global Certificate.]


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


 


No
transfer, sale, pledge or other disposition of this Certificate or interest therein shall be made unless such transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer
of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a transfer of such Certificate by the Depositor or
one of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt,
may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially
in the form attached as Exhibit D-1 to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s
prospective Transferee substantially in the form attached either as Exhibit D-2A or Exhibit D-2B to the
Pooling and Servicing Agreement; or (ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that
such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the
facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s
prospective Transferee on which such opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust
or of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the
Trust Advisor or the Certificate Registrar in their respective capacities as such). No Person may hold an interest in a Rule 144A
Global Certificate unless that Person is a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined
in Rule 902(k) under the Securities Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests
in the Global Certificates that would result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing
Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities
law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate.
Any Certificateholder or Certificate Owner


 






    	A-20-7



    	 



    

 


desiring
to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify each Underwriter, each
Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result if the transfer
is not exempt from such registration or qualification or is not made in accordance with such federal and state laws.


 


No
transfer of this Certificate or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts, the
assets of which are considered “plan assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified
by Section 3(42) of ERISA, including, without limitation, insurance company general accounts, that is subject to Title I
of ERISA or Section 4975 of the Code or any applicable federal, state or local law (“Similar Laws”) materially
similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (B) to any Person who is
directly or indirectly purchasing this Certificate or such interest herein on behalf of, as named fiduciary of, as trustee of,
or with “plan assets” of a Plan, unless: (i) the purchase and holding of this Certificate or such interest herein
qualifies for the exemptive relief available under Sections I and III of U.S. Department of Labor Prohibited Transaction
Class Exemption (“PTCE”) 95-60; or (ii) in the case of a Non-Investment Grade Certificate held as a Definitive
Certificate, the prospective Transferee provides the Certificate Registrar with a certification of facts and an Opinion of Counsel
which establish to the satisfaction of the Certificate Registrar that such transfer will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any Similar Laws or subject any party to
the Pooling and Servicing Agreement to any obligation in addition to those undertaken in the Pooling and Servicing Agreement.
Each Person who acquires any Non-Investment Grade Certificate as a Definitive Certificate (unless it shall have acquired such
Certificate from the Depositor or an Affiliate thereof or unless it shall have delivered to the Certificate Registrar the certification
of facts and Opinion of Counsel referred to in clause (ii) of the preceding sentence) shall be required to deliver to the
Certificate Registrar a certification in the form of Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement
that includes a certification to the effect that: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of
a Plan; or (ii) the purchase and holding of such Certificate or interest therein by such Person qualifies for the exemptive
relief available under Sections I and III of PTCE 95-60 or another exemption from the “prohibited transactions”
rules under ERISA issued by the U.S. Department of Labor or similar exemption under Similar Laws.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons,
in minimum denominations specified in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.


 






    	A-20-8



    	 



    

 


As
and when provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, including but not
limited to the transfer restrictions described above, a Definitive Certificate may be converted into an interest in a Global Certificate
of the applicable Class, an interest in a Global Certificate may be converted into a Definitive Certificate of the applicable
Class, an interest in a Rule 144A Global Certificate may be converted into an interest in a Regulation S Global Certificate of
the applicable Class and an interest in a Regulation S Global Certificate may be converted into an interest in a Rule 144A Global
Certificate of the applicable Class.


 


[FOR
GLOBAL CERTIFICATES ONLY: Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall
be made through the book entry facilities of DTC.]


 


The
Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator,
the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s
interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing
Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans,
the Hammond Square B Note and any other property remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 






    	A-20-9



    	 



    

 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 




    	A-20-10



    	 



    



  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
        with

        rights of survivorship

        and not as tenants in

        common 
	 	UNIF
                                         GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
        to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-20-12



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-20-13



    	 



    

 











[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 



    	A-20-14



    	 



    




 





EXHIBIT
A-21



[FORM OF CLASS J CERTIFICATE]


 


[FOR
REGULATION S CERTIFICATES ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN).


 


NO
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 






    	A-21-1



    	 



    

 


EXCEPT
AS OTHERWISE DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO (1) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT
ACCOUNTS AND ANNUITIES, KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED
“PLAN ASSETS” UNDER U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY
GENERAL ACCOUNTS, THAT IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
OR THE CODE OR (2) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH PLAN, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT
CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


[FOR
GLOBAL CERTIFICATES ONLY: THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN
THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS AND COLLATERAL SUPPORT DEFICITS
ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 






    	A-21-2



    	 



    

 


[FOR
GLOBAL CERTIFICATES ONLY: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTION 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 






    	A-21-3



    	 



    

 





MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PASS-THROUGH
                           RATE: 3.237% PER ANNUM

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
        DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS J CERTIFICATES AS OF THE CLOSING DATE: $23,715,316

         

        CERTIFICATE
        BALANCE OF THIS CLASS J CERTIFICATE AS OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE
        OF EXCHANGES ATTACHED)]

         

        NO.
        J-[_]

         
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.     61765XAY01

                                U6182VAM72

                                61765XAZ73

         

        ISIN
        NO.        US61765XAY044

                                USU6182VAM735

                                US61765XAZ786

         



CLASS
J CERTIFICATE


 


evidencing
a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool
of commercial mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through
certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated
as


 





 






1
For Rule 144A Global Certificates


2
For Regulation S Global Certificates


3
For Definitive Certificates


4
For Rule 144A Global Certificates


5
For Regulation S Global Certificates


6
For Definitive Certificates


 











    	A-21-4



    	 



    

 


specified
above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the
“Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master
Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate
Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of the Mortgage Loans and the Hammond Square B Note, such amounts as shall from time to time be held
in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27 (herein called the “Certificates”).
The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate
100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class J Certificates equal to the
quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face
hereof by the initial Aggregate Certificate Balance of the Class J Certificates.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


Distributions
of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date
(a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name
this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the
11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on December
11, 2015. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this
Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution
Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class J Certificates
as of such Distribution Date, with a final


 






    	A-21-5



    	 



    

 


distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral
Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates
in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal
Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The
Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All
distributions under the Pooling and Servicing Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company
(“DTC”)] will be made by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s
address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator
on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date
prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator
five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds
to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate
will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the
pendency of such final distribution.


 


[FOR
REGULATION S CERTIFICATES ONLY: Until this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S
Permanent Global Certificates, the Holder hereof shall not be entitled to receive payments hereon; until so exchanged in full,
this Regulation S Temporary Global Certificate shall in all other respects be entitled to the same benefits as other Certificates
under the Pooling and Servicing Agreement.]


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the


 






    	A-21-6



    	 



    

 


Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders
of any of the Certificates.


 


[FOR
REGULATION S CERTIFICATES ONLY: This Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or
more Global Certificates only (i) on or after the termination of the 40-day distribution compliance period (as defined in
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as defined in the Pooling Agreement) required by
Article III of the Pooling and Servicing Agreement. Upon exchange of this Regulation S Temporary Global Certificate for one or
more Global Certificates, the Certificate Registrar shall cancel this Regulation S Temporary Global Certificate.]


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


 


No
transfer, sale, pledge or other disposition of this Certificate or interest therein shall be made unless such transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer
of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a transfer of such Certificate by the Depositor or
one of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt,
may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially
in the form attached as Exhibit D-1 to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s
prospective Transferee substantially in the form attached either as Exhibit D-2A or Exhibit D-2B to the
Pooling and Servicing Agreement; or (ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that
such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the
facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s
prospective Transferee on which such opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust
or of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the
Trust Advisor or the Certificate Registrar in their respective capacities as such). No Person may hold an interest in a Rule 144A
Global Certificate unless that Person is a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined
in Rule 902(k) under the Securities Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests
in the Global Certificates that would result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing
Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities
law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate.
Any Certificateholder or Certificate Owner


 






    	A-21-7



    	 



    

 


desiring
to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify each Underwriter, each
Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result if the transfer
is not exempt from such registration or qualification or is not made in accordance with such federal and state laws.


 


No
transfer of this Certificate or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts, the
assets of which are considered “plan assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified
by Section 3(42) of ERISA, including, without limitation, insurance company general accounts, that is subject to Title I
of ERISA or Section 4975 of the Code or any applicable federal, state or local law (“Similar Laws”) materially
similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (B) to any Person who is
directly or indirectly purchasing this Certificate or such interest herein on behalf of, as named fiduciary of, as trustee of,
or with “plan assets” of a Plan, unless: (i) the purchase and holding of this Certificate or such interest herein
qualifies for the exemptive relief available under Sections I and III of U.S. Department of Labor Prohibited Transaction
Class Exemption (“PTCE”) 95-60; or (ii) in the case of a Non-Investment Grade Certificate held as a Definitive
Certificate, the prospective Transferee provides the Certificate Registrar with a certification of facts and an Opinion of Counsel
which establish to the satisfaction of the Certificate Registrar that such transfer will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any Similar Laws or subject any party to
the Pooling and Servicing Agreement to any obligation in addition to those undertaken in the Pooling and Servicing Agreement.
Each Person who acquires any Non-Investment Grade Certificate as a Definitive Certificate (unless it shall have acquired such
Certificate from the Depositor or an Affiliate thereof or unless it shall have delivered to the Certificate Registrar the certification
of facts and Opinion of Counsel referred to in clause (ii) of the preceding sentence) shall be required to deliver to the
Certificate Registrar a certification in the form of Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement
that includes a certification to the effect that: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of
a Plan; or (ii) the purchase and holding of such Certificate or interest therein by such Person qualifies for the exemptive
relief available under Sections I and III of PTCE 95-60 or another exemption from the “prohibited transactions”
rules under ERISA issued by the U.S. Department of Labor or similar exemption under Similar Laws.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons,
in minimum denominations specified in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.


  



    	A-21-8



    	 



    

 





As
and when provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, including but not
limited to the transfer restrictions described above, a Definitive Certificate may be converted into an interest in a Global Certificate
of the applicable Class, an interest in a Global Certificate may be converted into a Definitive Certificate of the applicable
Class, an interest in a Rule 144A Global Certificate may be converted into an interest in a Regulation S Global Certificate of
the applicable Class and an interest in a Regulation S Global Certificate may be converted into an interest in a Rule 144A Global
Certificate of the applicable Class.


 


[FOR
GLOBAL CERTIFICATES ONLY: Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall
be made through the book entry facilities of DTC.]


 


The
Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator,
the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s
interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing
Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans,
the Hammond Square B Note and any other property remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 






    	A-21-9



    	 



    

 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 









    	A-21-10



    	 



    



  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
        with

        rights of survivorship

        and not as tenants in

        common 
	 	UNIF
                                         GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
        to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-21-12



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-21-13



    	 



    

 





[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 



    	A-21-14



    	 



    


 


EXHIBIT
A-22



[FORM OF CLASS V CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, OR (2) TO AN INSTITUTIONAL ACCREDITED INVESTOR
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE
EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED (1) TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH PLANS AND COLLECTIVE
INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED “PLAN ASSETS” UNDER U.S. DEPARTMENT OF
LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY GENERAL ACCOUNTS, THAT IS SUBJECT TO TITLE I OF
ERISA OR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR (2) TO


 


    	A-22-1



    	 



    

 


ANY
PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
OF, OR WITH ASSETS OF ANY SUCH PLAN.


 


THIS
CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN CERTAIN EXCESS INTEREST AS FURTHER DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.



 



    	A-22-2



    	 



    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PERCENTAGE
                           INTEREST OF THIS CLASS V CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
        DISTRIBUTION DATE: DECEMBER 17, 2015

         

        NO.
        V-[_]

         
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.    61765XBB9

         

        ISIN
        NO.        US61765XBB91

        

	 	 	 


CLASS V
CERTIFICATE


 


evidencing
a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool
of commercial mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [_____] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans
and the Hammond Square B Note, such amounts as shall from time to time be held in the Collection Account and Distribution Account,
the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C27, Commercial Mortgage Pass-


 


    	A-22-3



    	 



    

 


Through
Certificates, Series 2015-C27 (herein called the “Certificates”). The Certificates are issued in the Classes
specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust.
This Certificate represents an interest in the Class V Certificates equal to the percentage interest specified on the face
hereof.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


The
Holder of this Certificate shall be entitled to receive only certain amounts set forth in the Pooling and Servicing Agreement
in respect of Excess Interest. Distributions on this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related
Determination Date (a “Distribution Date”), commencing on the First Distribution Date specified above, to the
Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each
month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”),
commencing on December 11, 2015. All sums distributable on this Certificate are payable in the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 


The
Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All
distributions under the Pooling and Servicing Agreement will be made by or on behalf of the Certificate Administrator by check
mailed to the Holder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request
to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate
Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written
notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire
transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the
above, the final distribution on any Certificate will be made only upon


 


    	A-22-4



    	 



    

 


presentation
and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


 


The
Class V Certificates will be issued in fully registered, certificated form in minimum percentage interests of 5% and in multiples
of 1% in excess thereof.


 


No
transfer, sale, pledge or other disposition of this Certificate or interest therein shall be made unless such transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer
of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a transfer of such Certificate by the Depositor or
one of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt,
may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially
in the form attached as Exhibit D-1 to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s
prospective Transferee substantially in the form attached either as Exhibit D-2A or Exhibit D-2B to the
Pooling and Servicing Agreement; or (ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that
such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the
facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s
prospective Transferee on which such opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust
or of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the
Trust Advisor or the Certificate Registrar in their respective capacities as such). No transfer of a Class V Certificate may be
made to a Person that is not a Qualified Institutional Buyer or an Institutional Accredited Investor. No transfer of a Class V


 


    	A-22-5



    	 



    

 


Certificate
may be made in book-entry form. No party to the Pooling and Servicing Agreement is obligated to register or qualify any Class
of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required
under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder or Certificate Owner
desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify each Underwriter,
each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result if the transfer
is not exempt from such registration or qualification or is not made in accordance with such federal and state laws.


 


No
transfer of this Certificate or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts, the
assets of which are considered “plan assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified
by Section 3(42) of ERISA, including, without limitation, insurance company general accounts, that is subject to Title I
of ERISA or Section 4975 of the Code or any applicable federal, state or local law (“Similar Laws”) materially
similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (B) to any Person who is
directly or indirectly purchasing this Certificate or interest herein on behalf of, as named fiduciary of, as trustee of, or with
“plan assets” of a Plan. Each Person who acquires any Class V Certificate (unless it shall have acquired such
Certificate from the Depositor or an Affiliate thereof) shall be required to deliver to the Certificate Registrar a certification
in the form of Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement that includes a certification
to the effect that it is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein
on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.


 


The
Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator,
the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of
the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and


 


    	A-22-6



    	 



    

 


(B)
the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by
the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii) voluntary exchange by the
Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the
remaining Mortgage Loans, the Hammond Square B Note and the Trust’s interest in any REO Properties in the Trust Fund pursuant
to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue
beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof. The parties designated in the Pooling and Servicing
Agreement may exercise their option to purchase the Mortgage Loans, the Hammond Square B Note and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 



    	A-22-7



    	 



    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November
24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-22-9



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________
________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-22-10



    	 



    

 

EXHIBIT
A-23



[FORM OF CLASS R CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE
144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS
INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT,
AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED (1) TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH PLANS AND COLLECTIVE
INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED “PLAN ASSETS” UNDER U.S. DEPARTMENT OF
LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY GENERAL ACCOUNTS, THAT IS SUBJECT TO TITLE I OF
ERISA OR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR (2) TO ANY
PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
OF, OR WITH ASSETS OF ANY SUCH PLAN.


 


    	A-23-1



    	 



    

 


THIS
CERTIFICATE REPRESENTS “RESIDUAL INTERESTS” IN MULTIPLE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH
TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR
TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION
860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A
PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME
DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH
FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT
WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE,
WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER
THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION
OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND
VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS MULTIPLE “NONECONOMIC RESIDUAL INTERESTS,”
AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL
INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR
MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 



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MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PERCENTAGE
                           INTEREST OF THIS CLASS R CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
        DISTRIBUTION DATE: DECEMBER 17, 2015

         

        NO.
        R-[_]

         
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.    61765XBC7

         

        ISIN
        NO.        US61765XBC74

        

	 	 	 


CLASS
R CERTIFICATE


 


evidencing
a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool
of commercial mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [_____] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”),
which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing
Agreement”), between Morgan Stanley Capital I Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans
and the Hammond Square B Note, such amounts as shall from time to time be held in the Collection Account and Distribution Account,
the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C27, Commercial Mortgage Pass-


 


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Through Certificates, Series 2015-C27 (herein called the “Certificates”).
The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate
100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class R Certificates equal to the
percentage interest specified on the face hereof.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


The
Holder of this Certificate shall be entitled to receive only certain amounts set forth in the Pooling and Servicing Agreement,
including a distribution upon termination of the Pooling and Servicing Agreement and the respective REMICs created thereby of
the amounts which remain on deposit in the Distribution Account after payment to the holders of all other Certificates of all
amounts set forth in the Pooling and Servicing Agreement. Distributions on this Certificate will be made out of the Available
Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th
Business Day after the related Determination Date (a “Distribution Date”), commencing on the First Distribution
Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination
Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination
Date”), commencing on December 11, 2015. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 


The
Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All
distributions under the Pooling and Servicing Agreement will be made by or on behalf of the Certificate Administrator by check
mailed to the Holder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request
to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate
Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written
notice to the Certificate Administrator five


 


    	A-23-4



    	 



    

 


(5) days prior to the related Record Date) made by a Certificateholder by wire
transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the
above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the
location that will be specified in a notice of the pendency of such final distribution.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


 


The
Class R Certificates will be issued in fully registered, certificated form in minimum percentage interests of 10% and in multiples
of 1% in excess thereof.


 


No
transfer, sale, pledge or other disposition of this Certificate or interest therein shall be made unless such transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer
of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a transfer of such Certificate by the Depositor or
one of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt,
may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially
in the form attached as Exhibit D-1 to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s
prospective Transferee substantially in the form attached as Exhibit D-2A to the Pooling and Servicing Agreement;
or (ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without
registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such
opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the


 


    	A-23-5



    	 



    

 


Custodian, the Trustee, the Trust Advisor or the Certificate Registrar
in their respective capacities as such). No transfer of a Class R Certificate may be made in book-entry form or otherwise
to a Person that is not a Qualified Institutional Buyer, and any certificate and/or opinion of counsel delivered pursuant to the
preceding sentence must reflect that the Transferee of a Class R Certificate is a Qualified Institutional Buyer. No party
to the Pooling and Servicing Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the
Securities Act or any other securities law or to take any action not otherwise required under the Pooling and Servicing Agreement
to permit the transfer of any Certificate. Any Certificateholder or Certificate Owner desiring to effect a transfer of this Certificate
or interests therein shall, and does hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the
Pooling and Servicing Agreement against any liability that may result if the transfer is not exempt from such registration or
qualification or is not made in accordance with such federal and state laws.


 


No
transfer of a Class R Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement
arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate
accounts, the assets of which are considered “plan assets” under U.S. Department of Labor Regulation Section 2510.3-101,
as modified by Section 3(42) of ERISA, including, without limitation, insurance company general accounts, that is subject to Title I
of ERISA or Section 4975 of the Code or any applicable federal, state or local law (“Similar Laws”) materially
similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (B) to any Person who is
directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or
with “plan assets” of a Plan. Each Person who acquires any Class R Certificate (unless it shall have acquired
such Certificate from the Depositor or an Affiliate thereof) shall be required to deliver to the Certificate Registrar a certification
in the form of Exhibit D-2A to the Pooling and Servicing Agreement that includes a certification to the effect that
it is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of,
as named fiduciary of, as trustee of, or with “plan assets” of a Plan.


 


Each
Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate
Administrator under clause (F) of Section 3.3(e) of the Pooling and Servicing Agreement to deliver payments to
a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (G) of Section 3.3(e)
of the Pooling and Servicing Agreement to negotiate the terms of any mandatory sale and to execute all instruments of Transfer
and to do all other things necessary in connection with any such sale. The rights of such person acquiring any Ownership Interest
in a Class R Certificate are expressly subject to the following provisions:


 


(A)     (1) Each
Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and a United States
Tax Person other than a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) any interest
in which is owned (or, may be owned pursuant to the applicable partnership agreement) directly or indirectly (other than through
a U.S. corporation) by any person that is not a United States Tax Person, and shall promptly notify the Certificate Registrar
of any change or impending change in its status as a


 


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Permitted Transferee and (2) each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Qualified Institutional Buyer and shall promptly notify the Certificate Registrar
of any change or impending change in its status as a Qualified Institutional Buyer.


 


(B)     In
connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Certificate Registrar shall require
delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit
and agreement substantially in the form attached to the Pooling and Servicing Agreement as Exhibit E-1 (a “Transfer
Affidavit and Agreement”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar.


 


(C)     Notwithstanding
the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer
of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee or is not a United
States Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected.


 


(D)     Each
Person holding or acquiring an Ownership Interest in a Class R Certificate shall agree (1) to require a Transfer Affidavit
and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R
Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate
Registrar a certificate substantially in the form attached to the Pooling and Servicing Agreement as Exhibit E-2.


 


(E)     Each
Person holding or acquiring an Ownership Interest in a Class R Certificate that is a “pass-through interest holder”
within the meaning of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) or is holding an Ownership Interest in a
Class R Certificate on behalf of a “pass-through interest holder”, by purchasing an Ownership Interest in such Certificate,
agrees to give the Certificate Registrar written notice of its status as such immediately upon holding or acquiring such Ownership
Interest in a Class R Certificate.


 


(F)     If
any purported Transferee shall become a Holder of a Class R Certificate in violation of the provisions of Section 3.3(e)
of the Pooling and Servicing Agreement or if any Holder of a Class R Certificate shall lose its status as a Permitted Transferee
or a United States Tax Person, then the last preceding Holder of such Class R Certificate that was in compliance with the
provisions of Section 3.3(e) of the Pooling and Servicing Agreement shall be restored, to the extent permitted by
law, to all rights and obligations as Holder thereof retroactive to the date of registration of such Transfer of such Class R
Certificate. None of the Trustee, the Custodian, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate
Registrar or the Certificate Administrator shall be under any liability to any Person for any registration of Transfer of a Class
R Certificate that is in fact not permitted by Section 3.3(e) of the Pooling and Servicing Agreement or for making
any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the
provisions of the Pooling and Servicing Agreement.


 


    	A-23-7



    	 



    

 


(G)     If
any purported Transferee shall become a Holder of a Class R Certificate in violation of the restrictions in Section 3.3(e)
of the Pooling and Servicing Agreement, or if any Holder of a Class R Certificate shall lose its status as a Permitted
Transferee or a United States Tax Person, and to the extent that the retroactive restoration of the rights and obligations of
the prior Holder of such Class R Certificate as set forth in clause (F) above shall be invalid, illegal or unenforceable,
then the Certificate Registrar shall have the right, without notice to the Holder or any prior Holder of such Class R Certificate,
but not the obligation, to sell or cause to be sold such Class R Certificate to a purchaser selected by the Certificate Registrar
on such terms as the Certificate Registrar may choose. Such noncomplying Holder shall promptly endorse and deliver such Class
R Certificate in accordance with the instructions of the Certificate Registrar. Such purchaser may be the Certificate Registrar
itself or any Affiliate of the Certificate Registrar. The proceeds of such sale, net of the commissions (which may include commissions
payable to the Certificate Registrar or its Affiliates), expenses and taxes due, if any, will be remitted by the Certificate Registrar
to such noncomplying Holder. The terms and conditions of any sale under this clause (G) shall be determined in the sole discretion
of the Certificate Registrar, and the Certificate Registrar shall not be liable to any Person having an Ownership Interest in
a Class R Certificate as a result of its exercise of such discretion.


 


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


 


“United
States Tax Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent
provided in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any
state of the United States or the District of Columbia, an estate whose income is subject to United States federal income tax
regardless of the source of its income, or a trust if a court within the United States is able to exercise primary supervision
over the administration of such trust, and one or more such United States Tax Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August
20, 1996 that have elected to be treated as United States Tax Persons). A person not described in the immediately preceding sentence
shall nevertheless be treated as a United States Tax Person if (i) in the hands of such person the income from a Class R
Certificate is effectively connected with the conduct of a trade or business within the United States and such person has furnished
the transferor and the Certificate Registrar with an effective IRS Form W-8ECI or other prescribed form or (ii) if in connection
with the proposed transfer of a Class R Certificate, the transferor provides an opinion of counsel to the Certificate Registrar
to the effect that such


 


    	A-23-8



    	 



    

 


transfer will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.


 


“Disqualified
Organization” means any of (i) the United States, any State or any political subdivision thereof, or any agency
or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected
by any such governmental unit), (ii) a foreign government, international organization or any agency or instrumentality of
either of the foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1))
with respect to the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2) of the Code, and (v) any other Person so designated
by the Certificate Administrator based upon an Opinion of Counsel that the holding of an ownership interest in a Class R Certificate
by such Person may cause (A) any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any time that the Certificates
are outstanding, or (B) any of REMIC I, REMIC II or REMIC III, or any Person having an Ownership Interest in any Class of Certificates,
other than such Person, to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but
for the transfer of an ownership interest in a Class R Certificate to such Person. The terms “United States,” “State”
and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


The
provisions of Section 3.3(e) of the Pooling and Servicing Agreement may be modified, added to or eliminated, provided
that there shall have been delivered to the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar,
the Master Servicer, the Depositor, an Opinion of Counsel (subject to Section 5.7 of the Pooling and Servicing Agreement,
a copy of which shall be provided to each Rating Agency), in form and substance satisfactory to the Trustee, the Certificate Registrar
and the Depositor, to the effect that such modification of, addition to or elimination of such provisions will not cause any REMIC
Pool to (A) cease to qualify as a REMIC or (B) be subject to an entity-level tax caused by the Transfer of any Class R Certificate
to a Person which is not a Permitted Transferee, or cause a Person other than the prospective Transferee to be subject to a tax
caused by the Transfer of a Class R Certificate to a Person which is not a Permitted Transferee.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.


 


The
Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator,
the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator,


 


    	A-23-9



    	 



    

 


the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s
interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing
Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans,
the Hammond Square B Note and any other property remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 




    	A-23-10



    	 



    


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November 24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-23-12



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________
________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-23-13



    	 



    

 


EXHIBIT
A-24



[FORM OF CLASS HMD CERTIFICATE]


 


[FOR
REGULATION S CERTIFICATES ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN).


 


NO
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 




THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 



    	A-24-1



    	 



    



 


EXCEPT
AS OTHERWISE DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO (1) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT
ACCOUNTS AND ANNUITIES, KEOGH PLANS AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED
“PLAN ASSETS” UNDER U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY
GENERAL ACCOUNTS, THAT IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA
OR THE CODE OR (2) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH PLAN, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL
ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION,
HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE
BY ANY GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT
CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. 





 


[FOR
GLOBAL CERTIFICATES ONLY: THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN
THE SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS AND COLLATERAL SUPPORT DEFICITS
ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 






    	A-24-2



    	 



    

 


[FOR
GLOBAL CERTIFICATES ONLY: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTION 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 



    	A-24-3



    	 



    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C27,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C27


 


	PASS-THROUGH
                           RATE: [__]% PER ANNUM

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2015

         

        CUT-OFF
        DATE: NOVEMBER 1, 2015

         

        CLOSING
        DATE: NOVEMBER 24, 2015

         

        FIRST
        DISTRIBUTION DATE: DECEMBER 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS HMD CERTIFICATES AS OF THE CLOSING DATE: $15,000,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS HMD CERTIFICATE AS OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE
        OF EXCHANGES ATTACHED)]

         

        NO.
        HMD-[_]

         
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUST
        ADVISOR: SITUS HOLDINGS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.    61765XBE31

                              U6182VAQ82
                               61765XBF03

         

        ISIN
        NO.       US61765XBE314

                              USU6182VAQ875

                              US61765XBF066

         



CLASS
HMD CERTIFICATE


 


evidencing
a beneficial ownership interest of a subordinate mortgage note (the “Hammond Square B Note”) held in a New
York common law trust (the “Trust”) together with certain other property, formed and sold by


 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through
certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated
as


 

 



 

1
For Rule 144A Global Certificates


 


2
For Regulation S Global Certificates


 


3
For Definitive Certificates


 


4
For Rule 144A Global Certificates


 


5
For Regulation S Global Certificates


 


6
For Definitive Certificates


 


    	A-24-4



    	 



    

 


specified above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate
Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The
Trust consists primarily of the Mortgage Loans and the Hammond Square B Note, such amounts as shall from time to time be held
in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27 (herein called the “Certificates”).
The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate
100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class HMD Certificates equal to
the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the
face hereof by the initial Aggregate Certificate Balance of the Class HMD Certificates.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


Distributions
of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date
(a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name
this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the
11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on December
11, 2015. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this
Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution
Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class HMD Certificates
as of such Distribution Date, with a final


 


    	A-24-5



    	 



    

 


distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral
Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates
in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal
Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


The
Certificates are limited in right of payment to certain collections and recoveries respecting the Hammond Square B Note, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to the servicing of the Hammond Square B Note and administration
of the Trust.


 


All
distributions under the Pooling and Servicing Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company
(“DTC”)] will be made by or on behalf of the Certificate Administrator by check mailed to [such][the] Holder’s
address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator
on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date
prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator
five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds
to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate
will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the
pendency of such final distribution.


 


[FOR
REGULATION S CERTIFICATES ONLY: Until this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S
Permanent Global Certificates, the Holder hereof shall not be entitled to receive payments hereon; until so exchanged in full,
this Regulation S Temporary Global Certificate shall in all other respects be entitled to the same benefits as other Certificates
under the Pooling and Servicing Agreement.]


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the


 


    	A-24-6



    	 



    

 


Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


[FOR
REGULATION S CERTIFICATES ONLY: This Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or
more Global Certificates only (i) on or after the termination of the 40-day distribution compliance period (as defined in
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as defined in the Pooling Agreement) required by
Article III of the Pooling and Servicing Agreement. Upon exchange of this Regulation S Temporary Global Certificate for one or
more Global Certificates, the Certificate Registrar shall cancel this Regulation S Temporary Global Certificate.]


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


 


No
transfer, sale, pledge or other disposition of this Certificate or interest therein shall be made unless such transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable
state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer
of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a transfer of such Certificate by the Depositor or
one of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt,
may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially
in the form attached as Exhibit D-1 to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s
prospective Transferee substantially in the form attached either as Exhibit D-2A or Exhibit D-2B to the
Pooling and Servicing Agreement; or (ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that
such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the
facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s
prospective Transferee on which such opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust
or of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the
Trust Advisor or the Certificate Registrar in their respective capacities as such). No Person may hold an interest in a Rule 144A
Global Certificate unless that Person is a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined
in Rule 902(k) under the Securities Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests
in the Global Certificates that would result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing
Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities
law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate.
Any Certificateholder or Certificate Owner


 


    	A-24-7



    	 



    

 


desiring to effect a transfer of this Certificate or interests therein shall, and does
hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against
any liability that may result if the transfer is not exempt from such registration or qualification or is not made in accordance
with such federal and state laws.


 


No transfer of this Certificate or any interest
herein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts
and annuities, Keogh plans and collective investment funds and separate accounts, the assets of which are considered “plan
assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, including,
without limitation, insurance company general accounts, that is subject to Title I of ERISA or Section 4975 of the Code or any
applicable federal, state or local law (“Similar Laws”) materially similar to the foregoing provisions of ERISA
or the Code (each, a “Plan”), or (B) to any Person who is directly or indirectly purchasing this Certificate
or such interest herein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan, unless:
(i) the purchase and holding of this Certificate or such interest herein qualifies for the exemptive relief available under Sections
I and III of U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60; or (ii) in the
case of a Non-Investment Grade Certificate held as a Definitive Certificate, the prospective Transferee provides the Certificate
Registrar with a certification of facts and an Opinion of Counsel which establish to the satisfaction of the Certificate Registrar
that such transfer will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or any Similar Laws or subject any party to the Pooling and Servicing Agreement to any obligation in addition
to those undertaken in the Pooling and Servicing Agreement. Each Person who acquires any Non-Investment Grade Certificate as a
Definitive Certificate (unless it shall have acquired such Certificate from the Depositor or an Affiliate thereof or unless it
shall have delivered to the Certificate Registrar the certification of facts and Opinion of Counsel referred to in clause (ii)
of the preceding sentence) shall be required to deliver to the Certificate Registrar a certification in the form of Exhibit
D-2A or Exhibit D-2B to the Pooling and Servicing Agreement that includes a certification to the effect that: (i) it
is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as
named fiduciary of, as trustee of, or with “plan assets” of a Plan; or (ii) the purchase and holding of such Certificate
or interest therein by such Person qualifies for the exemptive relief available under Sections I and III of PTCE 95-60 or another
exemption from the “prohibited transactions” rules under ERISA issued by the U.S. Department of Labor or similar exemption
under Similar Laws.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons,
in minimum denominations specified in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.


 






    	A-24-8



    	 



    

 


As
and when provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, including but not
limited to the transfer restrictions described above, a Definitive Certificate may be converted into an interest in a Global Certificate
of the applicable Class, an interest in a Global Certificate may be converted into a Definitive Certificate of the applicable
Class, an interest in a Rule 144A Global Certificate may be converted into an interest in a Regulation S Global Certificate of
the applicable Class and an interest in a Regulation S Global Certificate may be converted into an interest in a Rule 144A Global
Certificate of the applicable Class.


 


[FOR
GLOBAL CERTIFICATES ONLY: Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall
be made through the book entry facilities of DTC.]


 


The
Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator,
the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans, the Hammond Square B Note and the Trust’s
interest in any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing
Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans,
the Hammond Square B Note and any other property remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates
and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders
of the Class R Certificates.


 

The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 



    	A-24-9



    	 



    

 





 




THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 



    	A-24-10



    	 



    


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Certificate Registrar
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





  


Dated:  November 24, 2015




  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS HMD CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:





 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-24-12



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________
________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-24-13



    	 



    

 


[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 


    	A-24-14



    	 



    
 




 


 










EXHIBIT
B-1



FORM OF INITIAL CERTIFICATION


 


November 24, 2015


 


		To:	The parties listed on Schedule 1 hereto



 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Morgan Stanley
                                                               Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27



 


Ladies and Gentlemen:


 


In
accordance with the provisions of Section 2.2 of the Pooling and Servicing Agreement, the undersigned hereby certifies
that, with respect to each Mortgage Loan listed in the Mortgage Loan Schedule and the Hammond Square B Note and subject to the
exceptions noted in the schedule of exceptions attached hereto, that: (a) all documents specified in clauses (i), (ii), (vii),
(viii), (x) and (xii) of the definition of “Mortgage File” are in its possession, (b) such documents have been
reviewed by it and have not been materially mutilated, damaged, defaced, torn or otherwise physically altered, and such documents
relate to such Mortgage Loan or the Hammond Square B Note and (c) each Mortgage Note has been endorsed as provided in clause
(i) of the definition of “Mortgage File” of the Pooling and Servicing Agreement. The Custodian on behalf of the Trustee
makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents
contained in each Mortgage File of any of the Mortgage Loans identified in the Mortgage Loan Schedule or the Hammond Square B
Note, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan or the Hammond Square
B Note.


 


The
Custodian on behalf of the Trustee acknowledges receipt of notice that the Depositor has granted to the Trustee for the benefit
of the Certificateholders a security interest in all of the Depositor’s right, title and interest in and to the Mortgage
Loans (including, in the case of the Herald Center Mortgage Loan, the Herald Center REMIC II Regular Interest A-3), the Hammond
Square B Note, the REMIC I Regular Interests, and the REMIC II Regular Interests.



 


Capitalized words and phrases used herein
and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement.


 





	 	Wells Fargo Bank, National Association, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	 



    	 



    

 


Schedule 1


 


Morgan Stanley Capital I Inc.

1585 Broadway

New York, New York 10036

Attention: Stephen Holmes


 


Morgan Stanley Capital I Inc.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


Morgan Stanley Mortgage Capital Holdings LLC

1585 Broadway

New York, New York 10036

Attention: Stephen Holmes


 


Morgan Stanley Mortgage Capital Holdings LLC

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


Bank of America, National Association

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch


 


W. Todd Stillerman, Esq.

Assistant General Counsel and Director

Bank of America Corporation

214 North Tryon Street, 20th Floor

NC1-027 20-05

Charlotte, North Carolina 28255


 


Henry A. LaBrun, Esq.

Cadwalader, Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202


 


CIBC Inc.

c/o Canadian Imperial Bank of Commerce

425 Lexington Avenue, 4th Floor


 






    	B-1-2



    	 



    



New York, New York 10017

Attention: Todd Roth, Managing Director


 


Starwood Mortgage Funding III LLC

1601 Washington Ave., Suite 800

Miami Beach, Florida 33139

Attention: Leslie K. Fairbanks, Executive Vice President

Facsimile: (305) 695-5449


 


With a copy to:


 


LNR Property LLC


1601 Washington Ave., Suite 800


Miami Beach, Florida 33139


Attention: Vincent Kallaher, Senior Vice President


Facsimile: (305) 695-5449 


 


With a copy to:


 


LNR Property LLC


1601 Washington Ave., Suite 800


Miami Beach, Florida 33139


Attention: General Counsel

Facsimile: (305) 695-5449


 






    	B-1-3



    	 



    

 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing,

1901 Harrison Street

Oakland, California 94612

Attention: MSBAM 2015-C27 Asset Manager

Facsimile: (866) 661-8969


 


With a copy to:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2015-C27

Facsimile: (704) 715-0036


 


With a copy to:


 


Wells Fargo Bank, National Association

Legal Department

301 South College Street

TW-30

Charlotte, North Carolina 28288-0630

Attention: Commercial Mortgage Servicing Legal Support

Reference: MSBAM 2015-C27

Facsimile: (704) 383-0353


 


With a copy to:


 


K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, NC 28202

Attention: Stacy G. Ackermann

Facsimile: (704) 353-3190





 


Wells Fargo Bank, National Association

Commercial Mortgage Special Servicing

MAC D1086

550 South Tryon Street

Charlotte, North Carolina 28202

Attention: MSBAM 2015-C27 Special Servicing

Facsimile: (704) 715-0055


 






    	B-1-4



    	 



    




 


Wells Fargo Bank, National Association

Legal Department

301 S. College St.

Charlotte, North Carolina 28288-0166

Attention: Commercial Mortgage Servicing Legal Support

Facsimile: (704) 383-0353

Reference: MSBAM 2015-C27


 


K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy Ackermann

Facsimile: (704) 353-3190


  


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Client Manager – Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: Account Name MSBAM 2015-C27

Email: cmbstrustee@wilmingtontrust.com


 


With a copy to:


 


Alston & Bird LLP

Bank of America Plaza

101 S. Tryon Street, 40th Floor

Charlotte, North Carolina 28280

Attention: Peter S. Barwick

Facsimile: (704) 444-1955


 


Situs
Holdings, LLC

2 Embarcadero, Suite 1300

San Francisco, California 94111

Attention: Stacey Ciarlanti, Vice President


 


With
a copy to:


 


Situs
Holdings, LLC

4665 Southwest Freeway




 


 






    	B-1-5



    	 



    

 


Houston, Texas 77027

Attention: Pete Larsen, Associate General Counsel


 


CWCapital
Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson

facsimile: (202) 715-9699


 


With
a copy to:


 


Stinson
Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Facsimile: (816) 412-9338


 


Seer
Capital Management, LP

1177 Avenue of the Americas, 34th Floor

New York, NY 10036

Attention: Richard Parkus

Facsimile: (212) 850-2011

Email: rparkus@seercap.com


 


With
a copy to:


 


Kaye
Scholer LLP

Three First National Plaza

Chicago, Illinois 60602

Charlotte, North Carolina 28280

Attention: Daniel J. Hartnett

Facsimile: (312) 583-2580

email: daniel.hartnett@kayescholer.com


 






    	B-1-6



    	 



    

 


SCHEDULE OF EXCEPTIONS


[_____]


 






    	B-1-7



    	 



    

 


EXHIBIT
B-2



FORM OF FINAL CERTIFICATION


 


__________, 2015


 


		To:	The parties on Schedule 1 attached hereto



 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Morgan Stanley Bank of America
Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27



 


Ladies and Gentlemen:


 


In
accordance with the provisions of Section 2.2 of the Pooling and Servicing Agreement, the undersigned hereby certifies
that, with respect to each Mortgage Loan listed in the Mortgage Loan Schedule and the Hammond Square B Note and subject to the
exceptions noted in the schedule of exceptions attached hereto, that: (a) all documents specified in clauses (i), (ii), (iv),
(v), (vi), (vii), (viii), (x) and (xii) of the definition of “Mortgage File” required to be included in the Mortgage
File (to the extent required to be delivered pursuant to the Pooling and Servicing Agreement), and with respect to all documents
specified in the other clauses of the definition of “Mortgage File” (to the extent known by a Responsible Officer
of the Custodian on behalf of the Trustee to be required pursuant to the Pooling and Servicing Agreement), are in its possession,
(b) such documents have been reviewed by it and have not been materially mutilated, damaged, defaced, torn or otherwise physically
altered, and such documents relate to such Mortgage Loan or the Hammond Square B Note, (c) based on its examination and only
as to the Mortgage Note and the Mortgage, the street address (excluding zip code) of the Mortgaged Property set forth in the Mortgage
Loan Schedule respecting such Mortgage Loan accurately reflects the information contained in the documents in the Mortgage File,
and (d) each Mortgage Note has been endorsed. The Custodian on behalf of the Trustee makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any
of the Mortgage Loans identified in the Mortgage Loan Schedule or the Hammond Square B Note, or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan or the Hammond Square B Note.


 


The
Custodian on behalf of the Trustee acknowledges receipt of notice that the Depositor has granted to the Trustee for the benefit
of the Certificateholders a security interest in all of the Depositor’s right, title and interest in and to the Mortgage
Loans (including, in the case of the Herald Center Mortgage Loan, the Herald Center REMIC II Regular Interest A-3), the Hammond
Square B Note, the REMIC I Regular Interests, and the REMIC II Regular Interests.


 


Capitalized words and phrases used herein
shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is qualified in all


 






    	B-2-1



    	 



    

 


respects
by the terms of the Pooling and Servicing Agreement including but not limited to Section 2.2 thereof.


 





	 	Wells Fargo Bank, National Association, as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	B-2-2



    	 



    

 


Schedule 1


 


Morgan Stanley Capital I Inc.

1585 Broadway

New York, New York 10036

Attention: Stephen Holmes


 


Morgan Stanley Capital I Inc.

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


Morgan Stanley Mortgage Capital Holdings LLC

1585 Broadway

New York, New York 10036

Attention: Stephen Holmes


 


Morgan Stanley Mortgage Capital Holdings LLC

1221 Avenue of the Americas

New York, New York 10020

Attention: Legal Compliance Division


 


Bank of America, National Association

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch


 


W. Todd Stillerman, Esq.

Assistant General Counsel and Director

Bank of America Corporation

214 North Tryon Street, 20th Floor

NC1-027 20-05

Charlotte, North Carolina 28255


 


Henry A. LaBrun, Esq.

Cadwalader, Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202


 


CIBC Inc.

c/o Canadian Imperial Bank of Commerce

425 Lexington Avenue, 4th Floor


 






    	B-2-3



    	 



    



New York, New York 10017

Attention: Todd Roth, Managing Director


 


Starwood Mortgage Funding III LLC

1601 Washington Ave., Suite 800

Miami Beach, Florida 33139

Attention: Leslie K. Fairbanks, Executive Vice President

Facsimile: (305) 695-5449


 


With a copy to: 


 


LNR Property LLC


1601 Washington Ave., Suite 800


Miami Beach, Florida 33139


Attention: Vincent Kallaher, Senior Vice President


Facsimile: (305) 695-5449 


 


With a copy to: 


 


LNR Property LLC


1601 Washington Ave., Suite 800


Miami Beach, Florida 33139


Attention: General Counsel

Facsimile: (305) 695-5449


 






    	B-2-4



    	 



    

 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing,

1901 Harrison Street

Oakland, California 94612

Attention: MSBAM 2015-C27 Asset Manager

Facsimile: (866) 661-8969


 


With a copy to:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2015-C27

Facsimile: (704) 715-0036


 


With a copy to:


 


Wells Fargo Bank, National Association

Legal Department

301 South College Street

TW-30

Charlotte, North Carolina 28288-0630

Attention: Commercial Mortgage Servicing Legal Support

Reference: MSBAM 2015-C27

Facsimile: (704) 383-0353


 


With a copy to:


 


K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, NC 28202

Attention: Stacy G. Ackermann

Facsimile: (704) 353-3190


 


Wells Fargo Bank, National Association

Commercial Mortgage Special Servicing

MAC D1086

550 South Tryon Street

Charlotte, North Carolina 28202

Attention: MSBAM 2015-C27 Special Servicing

Facsimile: (704) 715-0055


 






    	B-2-5



    	 



    

 


Wells Fargo Bank, National Association

Legal Department

301 S. College St.

Charlotte, North Carolina 28288-0166

Attention: Commercial Mortgage Servicing Legal Support

Facsimile: (704) 383-0353

Reference: MSBAM 2015-C27


 


K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy Ackermann

Facsimile: (704) 353-3190


  


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Client Manager – Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: Account Name MSBAM 2015-C27

Email: cmbstrustee@wilmingtontrust.com


 


With a copy to:


 


Alston & Bird LLP

Bank of America Plaza

101 S. Tryon Street, 40th Floor

Charlotte, North Carolina 28280

Attention: Peter S. Barwick

Facsimile: (704) 444-1955


 


Situs
Holdings, LLC

2 Embarcadero, Suite 1300

San Francisco, California 94111

Attention: Stacey Ciarlanti, Vice President


 


With
a copy to:


 


Situs
Holdings, LLC

4665 Southwest Freeway




 


 






    	B-2-6



    	 



    

 


Houston, Texas 77027

Attention: Pete Larsen, Associate General Counsel


 


CWCapital
Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson

facsimile: (202) 715-9699





With
a copy to:


 


Stinson
Leonard Street LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Facsimile: (816) 412-9338


 


Seer
Capital Management, LP

1177 Avenue of the Americas, 34th Floor

New York, NY 10036

Attention: Richard Parkus

Facsimile: (212) 850-2011

Email: rparkus@seercap.com


 


With
a copy to:


 


Kaye
Scholer LLP

Three First National Plaza

Chicago, Illinois 60602

Charlotte, North Carolina 28280

Attention: Daniel J. Hartnett

Facsimile: (312) 583-2580

email: daniel.hartnett@kayescholer.com






 






    	B-2-7



    	 



    

 


SCHEDULE OF EXCEPTIONS


 


[_____]


 






    	B-2-8



    	 



    

 


EXHIBIT
C



FORM OF REQUEST FOR RELEASE


 


		To:	Wells Fargo Bank, National Association, as Custodian



1055 10th Avenue SE


Minneapolis, Minnesota 55414


		Attn:	Global Securities and Trust Services



Morgan Stanley Bank of
America Merrill Lynch Trust 2015-C27 


Commercial Mortgage Pass-Through Certificates,


Series 2015-C27


 


		cc:	Wilmington Trust, National Association, as Trustee



1100 North Market Street


Wilmington, Delaware 19890


		Attn:	Account Name MSBAM 2015-C27



		Email:	cmbstrustee@wilmingtontrust.com





 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates,
                                                               Series 2015-C27



 


DATE: _________________


 


In connection with the administration of the
Mortgage Loans held by you as Custodian on behalf of the Trustee under the Pooling and Servicing Agreement dated as of November
1, 2015 (the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced transaction,
the undersigned hereby requests a release of the Trust Mortgage File held by you as Custodian on behalf of the Trustee with respect
to the following described Mortgage Loan for the reason indicated below.


 


Mortgagor’s Name:


 


Address:


 


Loan No.:


 


Reason for requesting file:


 


	_____	1.	Mortgage Loan paid in full.



(The
[Master] [Special] Servicer hereby certifies that all amounts received in connection with the Mortgage Loan have been or will
be, following the [Master] [Special] Servicer’s release of the Trust Mortgage File, credited to the Collection Account or
the Distribution Account, as applicable, pursuant to the Pooling and Servicing Agreement.)


 






    	C-1



    	 



    

 


	_____	2.	Mortgage Loan repurchased.



(The
[Master] [Special] Servicer hereby certifies that the Purchase Price has been credited to the Collection Account or the Distribution
Account, as applicable, pursuant to the Pooling and Servicing Agreement.)


 





	_____	3.	Mortgage Loan
Defeased.


  


	_____	4.	Mortgage Loan
replaced.





(The
[Master] [Special] Servicer hereby certifies that a Qualifying Substitute Mortgage Loan has been assigned and delivered to you
along with the related Trust Mortgage File pursuant to the Pooling and Servicing Agreement.)


 





	_____	5.	The Mortgage
Loan is being foreclosed.


  


	_____	6.	Other. (Describe)  __________________________________________________________________________________________
	 	 	______________________________________________________________________________________________________.





 


The undersigned acknowledges that once received,
the above Trust Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement
and will be returned to you, except if the Mortgage Loan has been paid in full, repurchased or replaced by a Qualifying Substitute
Mortgage Loan (in which case the Trust Mortgage File will be retained by us permanently), when no longer required by us for such
purpose.


 


Capitalized terms used herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


 





	 	[Name of [Master] [Special] Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	C-2



    	 



    

 


EXHIBIT
D-1



FORM OF TRANSFEROR CERTIFICATE FOR

TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Bondholder Services – Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27

 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27
(the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered to you in connection
with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of a Class ___ Certificate having an initial Certificate Balance or Notional Amount as of ________ (the “Settlement
Date”) of $__________ (the “Transferred Certificate”). The Certificates were issued pursuant to the
Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of November 1, 2015 and executed
in connection with the above-referenced transaction. All terms used herein and not otherwise defined shall have the respective
meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:


 


1.          The Transferor is the lawful
owner of the Transferred Certificate with the full right to transfer such Certificate free from any and all claims and encumbrances
whatsoever.


 


2.          Neither the Transferor nor
anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Certificate, any interest
in any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Certificate, any interest in any Certificate or any other similar security from any person in
any manner, (c) otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any
other similar security with any person in any manner, (d) made any general solicitation by means of general advertising or
in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through
(e)


 






    	D-1-1



    	 



    

 


hereof) would constitute a distribution of any Certificate under the Securities Act of 1933, as amended (the “Securities
Act”), or would render the disposition of any Certificate a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of any Certificate, or any offer or sale thereof, pursuant to the
Securities Act or any state securities laws.


 


	 	Very truly yours,
	 	 
	 	(Transferor)
	 	 	 	 	 
	 	By:	 	 	 
	 	Name:	 
	 	Title:	 	 





 






    	D-1-2



    	 



    

 


EXHIBIT
D-2A



FORM I OF TRANSFEREE CERTIFICATE

FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Bondholder Services – Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27

 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27
(the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered to you in connection
with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of Class ______ Certificates having an initial Certificate Balance or Notional Amount as of _________ (the “Settlement
Date”) of $__________ (the “Transferred Certificates”). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), and executed in connection with the above-referenced transaction. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee
hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


1.          The Transferee is a “qualified
institutional buyer” (a “Qualified Institutional Buyer”) as that term is defined in Rule 144A (“Rule
144A”) under the Securities Act of 1933, as amended (the “Securities Act”), and has completed one
of the forms of certification to that effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
of the Transferred Certificates is being made in reliance on Rule 144A. The Transferee is acquiring the Transferred Certificates
for its own account or for the account of a Qualified Institutional Buyer, and understands that such Transferred Certificates may
be resold, pledged or transferred only (i) to a person reasonably believed to be a Qualified Institutional Buyer that purchases
for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer
is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act.


 






    	D-2A-1



    	 



    

 


2.          The Transferee has been
furnished with all information regarding (a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and Servicing Agreement, (e) any credit
enhancement mechanism associated with the Transferred Certificates and (f) all related matters that it has requested.


 


3.          Check one of the following:


 


___      The Transferee is a “U.S.
Person” and has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or successor form).


 


___      The Transferee is an
institution that is not a “U.S. Person” and under applicable law in effect on the date hereof, no taxes will be required
to be withheld by the Certificate Administrator (or its agent) with respect to distributions to be made on the Transferred Certificates.
The Transferee has attached hereto either (i) a duly executed IRS Form W-8BEN, IRS Form W-8BEN-E (or successor forms), which
identifies the Transferee as the beneficial owner of the Transferred Certificates and states that the Transferee is not a U.S.
Person, (ii) Form W-8IMY (with appropriate attachments) or (iii) two duly executed copies of IRS Form W-8ECI (or successor
form), which identify the Transferee as the beneficial owner of the Transferred Certificates and states that interest and original
issue discount on the Transferred Certificates is, or is expected to be, effectively connected with a U.S. trade or business. The
Transferee agrees to provide to the Certificate Administrator (or its agent) updated IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form
W-8IMY or IRS Form W-8ECI, as the case may be, any applicable successor IRS forms, or such other certifications as the Certificate
Administrator (or its agent) may reasonably request, on or before the date that any such IRS form or certification expires or becomes
obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished
by it to the Certificate Administrator (or its agent).


 


For this purpose, “U.S.
Person” means a citizen or resident of the United States for U.S. federal income tax purposes, a corporation or partnership
(except to the extent provided in applicable Treasury Regulations) created or organized in or under the laws of the United States,
any State thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income
tax purposes, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if
a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more
United States fiduciaries have the authority to control all substantial decisions of such trust (or, to the extent provided in
applicable Treasury Regulations, certain trusts in existence on October 20, 1996 which are eligible to elect to be treated as U.S.
Persons).


 


The Depositor, the Trustee and
the Certificate Administrator are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a
copy hereof to


 






    	D-2A-2



    	 



    

 


any interested party in any administrative or legal proceedings or official inquiry with respect to the matters
covered hereby.


 


4.          If the Transferred Certificates
are Class V or Class R Certificates, then the Transferee (A) is not an employee benefit plan or other retirement arrangement,
including an individual retirement account or annuity, a Keogh plan or a collective investment fund or separate account, the assets
of which are considered “plan assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified by
Section 3(42) of ERISA, including, without limitation, an insurance company general account, that is subject to Title I of ERISA
or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable federal,
state or local law (“Similar Laws”) materially similar to the foregoing provisions of ERISA or the Code (each,
a “Plan”), and (B) is not directly or indirectly purchasing the Transferred Certificates or any interest
therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan.


 


5.          If the Transferred Certificates
are Non-Investment Grade Certificates (other than Class V or Class R Certificates), then check the following paragraph
that is applicable:


 


___      The Transferee (A) is
not a Plan (as defined in paragraph 4 above), and (B) is not directly or indirectly purchasing the Transferred Certificates
or any interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan.


 


___      The Transferee has provided
the Certificate Registrar with a certification of facts and an Opinion of Counsel (copies of which are attached hereto) to the
effect that the transfer of the Transferred Certificates from the Transferor to the Transferee will not constitute or result in
a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any Similar Laws or subject
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Trust Advisor or the
Certificate Registrar to any obligation in addition to those undertaken in the Pooling and Servicing Agreement.


 






    	D-2A-3



    	 



    

 


___        The purchase and holding
of such Certificate or interest therein by such person qualifies for the exemptive relief available under Sections I and III
of Prohibited Transaction Class Exemption 95-60 or another exemption from the “prohibited transactions” rules under
ERISA issued by the U.S. Department of Labor or similar exemption under Similar Laws.


 


	 	Very truly yours,
	 	 
	 	(Transferee)
	 	 	 	 	 
	 	By:	 	 	 
	 	Name:	 
	 	Title:	 	 




 






    	D-2A-4



    	 



    

 


ANNEX 1 TO EXHIBIT D-2A



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for Transferees other
than Registered Investment Companies]


 


The undersigned hereby certifies as follows
to [name of Transferor] (the “Transferor”) and Wells Fargo Bank, National Association, as Certificate Registrar,
with respect to the commercial mortgage pass-through certificate being transferred (the “Transferred Certificates”)
as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:


 


1.          As indicated below, the undersigned
is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing
the Transferred Certificate (the “Transferee”).


 


2.          The Transferee is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”)
because (i) the Transferee owned and/or invested on a discretionary basis $______________________1
in securities (other than the excluded securities referred to below) as of [specific date since the close of the Transferee’s
most recent fiscal year][the end of the Transferee’s most recent fiscal year] (such amount being calculated in accordance
with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below.


 


		___	Corporation, etc. The Transferee is a corporation (other than a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended.



 


		___	Bank. The Transferee (a) is a national bank or a banking institution organized under the laws of any State, U.S.
territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State
or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited
net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto,
as of a date not more than 16 months preceding the date of sale of the Transferred Certificate in the case of a U.S. bank, and
not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.



 





 






1
Transferee must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Transferee is a dealer, and, in that case, Transferee must own and/or invest on a discretionary basis at least
$10,000,000 in securities.




 






    	D-2A-5



    	 



    

 


		___	Savings and Loan. The Transferee (a) is a savings and loan association, building and loan association, cooperative
bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision
over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net
worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as
of a date not more than 16 months preceding the date of sale of the Transferred Certificate in the case of a U.S. savings and loan
association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution.



 


		___	Broker-dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934,
as amended.



 


		___	Insurance Company. The Transferee is an insurance company whose primary and predominant business activity is the writing
of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State, U.S. territory or the District of Columbia.



 


		___	State or Local Plan. The Transferee is a plan established and maintained by a State, its political subdivisions, or
any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.



 


		___	ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income
Security Act of 1974, as amended.



 


		___	Investment Advisor. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940, as
amended.



 


		___	Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under
subsection (a) (1) of Rule 144A pursuant to which it qualifies. Note that registered investment companies should complete
Annex 2 rather than this Annex 1.)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



  


3.            The term “securities” as
used herein does not include (i) securities of issuers that are affiliated with the Transferee, (ii) securities that
are part of an unsold allotment to


 






    	D-2A-6



    	 



    

 


or subscription by the Transferee, if the Transferee is a dealer, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount
of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee did not include any of the securities
referred to in this paragraph.


 


4.             For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities
to the Transferee, unless the Transferee reports its securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities has been published, in which case the securities
were valued at market. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries
of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance
with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee’s
direction. However, such securities were not included if the Transferee is a majority-owned, consolidated subsidiary of another
enterprise and the Transferee is not itself a reporting company under the Securities Exchange Act of 1934, as amended.


 


5.             The
Transferee acknowledges that it is familiar with Rule 144A and understands that the Transferor and other parties related to the
Transferred Certificates are relying and will continue to rely on the statements made herein because one or more sales to the
Transferee may be in reliance on Rule 144A.





	 	 	 
	___	___	Will the Transferee be purchasing the Transferred Certificate only for the Transferee’s own account
	Yes	No







 


6.             If the answer to the foregoing question
is “no”, then in each case where the Transferee is purchasing for an account other than its own, such account belongs
to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified
institutional buyer” status of such third party has been established by the Transferee through one or more of the appropriate
methods contemplated by Rule 144A.


 


7.             The Transferee will notify each of the
parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given,
the Transferee’s purchase of the Transferred Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that
it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase,
promptly after they become available.


 






    	D-2A-7



    	 



    

 


8.             Capitalized terms used but not defined
herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which the Transferred Certificates
were issued.


 





	 	Print Name of Transferee
	 	 	 	 	 
	 	By:	 	 	 
	 	Name:	 
	 	Title:	 	  
	 	Date:	 	 


 






    	D-2A-8



    	 



    

 


ANNEX
2 TO EXHIBIT D-2A



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for Transferees that are Registered
Investment Companies]


 


The undersigned hereby certifies as follows
to [name of Transferor] (the “Transferor”) and Wells Fargo Bank, National Association, as Certificate Registrar,
with respect to the mortgage pass-through certificate being transferred (the “Transferred Certificates”) as
described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:


 


1.             As indicated below, the undersigned
is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing
the Transferred Certificates (the “Transferee”) or, if the Transferee is a “qualified institutional buyer”
as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because
the Transferee is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser
(the “Adviser”).


 


2.             The Transferee is a “qualified
institutional buyer” as defined in Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone owned and/or invested on a
discretionary basis, or the Transferee’s Family of Investment Companies owned, at least $100,000,000 in securities (other
than the excluded securities referred to below) as of [specific date since the close of the Transferee’s most recent fiscal
year][the end of the Transferee’s most recent fiscal year]. For purposes of determining the amount of securities owned by
the Transferee or the Transferee’s Family of Investment Companies, the cost of such securities was used, unless the Transferee
or any member of the Transferee’s Family of Investment Companies, as the case may be, reports its securities holdings in
its financial statements on the basis of their market value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at market.


 


		____	The Transferee owned and/or invested on a discretionary basis $___________________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance
with Rule 144A).



 


		____	The Transferee is part of a Family of Investment Companies which owned in the aggregate $______________ in securities (other
than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being
calculated in accordance with Rule 144A).



 


3.             The term “Family of Investment
Companies” as used herein means two or more registered investment companies (or series thereof) that have the same investment
adviser


 






    	D-2A-9



    	 



    

 


or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because
one investment adviser is a majority owned subsidiary of the other).


 


4.             The term “securities” as
used herein does not include (i) securities of issuers that are affiliated with the Transferee or are part of the Transferee’s
Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase
agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee,
or owned by the Transferee’s Family of Investment Companies, the securities referred to in this paragraph were excluded.


 


5.             The
Transferee is familiar with Rule 144A and understands that the parties to which this certification is being made are relying
and will continue to rely on the statements made herein because one or more sales to the Transferee will be in reliance on Rule 144A.





	 	 	 
	___	___	Will the Transferee be purchasing the
Transferred Certificates only for the Transferee’s own account
	Yes	No


 


6.             If the answer to the foregoing question
is “no”, then in each case where the Transferee is purchasing for an account other than its own, such account belongs
to a third party that is itself a “qualified institutional buyer” within the meaning of Rule 144A, and the “qualified
institutional buyer” status of such third party has been established by the Transferee through one or more of the appropriate
methods contemplated by Rule 144A.


 


7.             The undersigned will notify the parties
to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Transferee’s
purchase of the Transferred Certificates will constitute a reaffirmation of this certification by the undersigned as of the date
of such purchase.


 


8.             Capitalized terms used but not defined
herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to which the Transferred Certificates
were issued.


 





	 	Print Name of Transferee or Adviser
	 	 	 	 	 
	 	By:	 	 	 
	 	Name:	 
	 	Title:	 	  
	 	 	 	 
	 	IF AN ADVISER:
	 	 
	 	Print Name of Transferee


 






    	D-2A-10



    	 



    

 





	 	 Date:	 


 






    	D-2A-11



    	 



    




 


EXHIBIT
D-2B



FORM II OF TRANSFEREE CERTIFICATE

FOR TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Bondholder Services – Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27
(the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered to you in connection
with the transfer by _______________________ (the “Transferor”) to _______________________________ (the “Transferee”)
of Class ___ Certificates having an initial Certificate Balance or Notional Amount as of ________ (the “Settlement Date”)
of $__________ (the “Transferred Certificates”). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, that:


 


1.             The Transferee is acquiring the Transferred
Certificates for its own account for investment and not with a view to or for sale or transfer in connection with any distribution
thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities
Act”), or any applicable state securities laws.


 


2.             The Transferee understands that (a) the
Class of Certificates to which the Transferred Certificates belong has not been and will not be registered under the Securities
Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee or the Certificate
Registrar is obligated so to register or qualify the Class of Certificates to which the Transferred Certificates belong, and
(c) no Transferred Certificate may be resold or transferred unless it is (i) registered pursuant to the Securities Act
and registered or qualified pursuant any applicable state securities laws or (ii) sold or transferred in transactions which
are exempt from such registration and qualification and the Certificate Registrar has received either: (A) a certificate from the
Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1 to the Pooling and
Servicing Agreement and a


 






    	D-2B-1



    	 



    

 


certificate from such Certificateholder’s prospective transferee substantially in the form attached
either as Exhibit D-2A or, except in the case of Class R Certificates, as Exhibit D-2B to the Pooling and Servicing
Agreement; or (C) an opinion of counsel satisfactory to the Certificate Registrar with respect to the availability of such exemption
from registration under the Securities Act, together with copies of the written certification(s) from the transferor and/or transferee
setting forth the facts surrounding the transfer upon which such opinion is based.


 


3.             The Transferee understands that it may
not sell or otherwise transfer any Transferred Certificate except in compliance with the provisions of Section 3.3 of the
Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.             Transferee understands that each Transferred
Certificate will bear the following legend:


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT
BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”), OR IS PURCHASING
FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) (EXCEPT WITH RESPECT TO THE CLASS V AND CLASS R CERTIFICATES) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903
OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL
ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY
IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES
LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


5.             The Transferee understands that each
Transferred Certificate (if it is a Non-Investment Grade Certificate (other than a Class V or Class R Certificate)) will bear the
following legend:


 


EXCEPT AS OTHERWISE DESCRIBED HEREIN AND IN
THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY NOT BE PURCHASED BY


 






    	D-2B-2



    	 



    

 


OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO (1)
TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH PLANS
AND COLLECTIVE INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED “PLAN ASSETS” UNDER U.S.
DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED (“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY GENERAL ACCOUNTS, THAT IS SUBJECT TO
TITLE I OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY APPLICABLE FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR (2) TO ANY
PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
OF, OR WITH ASSETS OF ANY SUCH PLAN, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE
MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN
SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


6.             The Transferee understands that each
Transferred Certificate (if it is a Class V or Class R Certificate) will bear the following legends:


 


FOR THE CLASS V AND CLASS R CERTIFICATES:
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED (1) TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH PLANS AND COLLECTIVE
INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED “PLAN ASSETS” UNDER U.S. DEPARTMENT OF LABOR
REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY GENERAL ACCOUNTS, THAT IS SUBJECT TO TITLE I OF ERISA OR
TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR (2) TO ANY
PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR


 






    	D-2B-3



    	 



    

 


INTEREST THEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
OF, OR WITH ASSETS OF ANY SUCH PLAN.


 


FOR THE CLASS R CERTIFICATES: THIS CERTIFICATE
REPRESENTS “RESIDUAL INTERESTS” IN MULTIPLE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY
TO DISQUALIFIED ORGANIZATIONS, NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT,
AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER
THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A
BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY
PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY
INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES
ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE
ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH
PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR
AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE
IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS
CERTIFICATE REPRESENTS MULTIPLE “NONECONOMIC RESIDUAL INTERESTS,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c),
AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY
SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE
AS SPECIFIED IN TREASURY REGULATIONS.


 


7.             Neither the Transferee nor anyone acting
on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate
or any other similar security to any person in any manner, (b) solicited any offer to buy or accept


 






    	D-2B-4



    	 



    

 


a pledge, disposition
or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner,
(c) otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by means of general advertising or in any other
manner, or (e) taken any other action with respect to any Certificate, any interest in any Certificate or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Transferred Certificates under the Securities Act, would render the disposition of the Transferred Certificates a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Transferred
Certificates pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any
manner set forth in the foregoing sentence with respect to any Certificate, any interest in any Certificate or any other similar
security.


 


8.             The Transferee has been furnished with
all information regarding (a) the Depositor, (b) the Transferred Certificates and distributions thereon, (c) the
Pooling and Servicing Agreement and the Trust created pursuant thereto, (d) the nature, performance and servicing of the Mortgage
Loans, (e) any credit enhancement mechanism associated with the Transferred Certificates, and (f) all related matters, that it
has requested.


 


9.             The Transferee is an “accredited
investor” as defined in any of paragraphs (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an entity in which
all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Transferred Certificate; the Transferee has
sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee
is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


10.           Check one of the following:


 


___         The Transferee is a “U.S. Person”
and has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or successor form).


 


___         The Transferee is an institution that
is not a “U.S. Person” and under applicable law in effect on the date hereof, no taxes will be required to be withheld
by the Certificate Administrator (or its agent) with respect to distributions to be made on the Transferred Certificates. The Transferee
has attached hereto either (i) a duly executed IRS Form W-8BEN, IRS Form W-8BEN-E (or successor forms), which identifies the
Transferee as the beneficial owner of the Transferred Certificates and states that the Transferee is not a U.S. Person, (ii) Form
W-8IMY (with appropriate attachments) or (iii) two duly executed copies of IRS Form W-8ECI (or successor form), which identify
the Transferee as the beneficial owner of the Transferred Certificates and states that interest and original issue discount on
the Transferred Certificates is, or is expected to be, effectively connected with a U.S. trade or business. The


 






    	D-2B-5



    	 



    

 


Transferee agrees
to provide to the Certificate Administrator (or its agent) updated IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or IRS Form
W-8ECI, as the case may be, any applicable successor IRS forms, or such other certifications as the Certificate Administrator (or
its agent) may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete, or
promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to the
Certificate Administrator (or its agent).


 


For this purpose, “U.S. Person”
means a citizen or resident of the United States for U.S. federal income tax purposes, a corporation or partnership (except to
the extent provided in applicable Treasury Regulations) created or organized in or under the laws of the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if a court within
the United States is able to exercise primary supervision over the administration of such trust, and one or more United States
fiduciaries have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on October 20, 1996 which are eligible to elect to be treated as U.S. Persons).


 


11.           If the Transferred Certificates are
Class V or Class R Certificates, then the Transferee (A) is not an employee benefit plan or other retirement arrangement,
including an individual retirement account or annuity, a Keogh plan or a collective investment fund or separate account, the assets
of which are considered “plan assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified by
Section 3(42) of ERISA, including, without limitation, an insurance company general account, that is subject to Title I of ERISA
or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable federal,
state or local law (“Similar Laws”) materially similar to the foregoing provisions of ERISA or the Code (each,
a “Plan”), and (B) is not directly or indirectly purchasing the Transferred Certificates or any interest
therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan.


 


12.           If the Transferred Certificates are
Non-Investment Grade Certificates (other than Class V or Class R Certificates), then check the following paragraph that is applicable:


 


___         The Transferee (A) is not a Plan
(as defined in paragraph 11 above), and (B) is not directly or indirectly purchasing the Transferred Certificates or any interest
therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan.


 


___         The
Transferee has provided the Certificate Registrar with a certification of facts and an Opinion of Counsel (copies of which are
attached hereto) to the effect that the transfer of the Transferred Certificates from the Transferor to the Transferee will not
constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
any Similar Laws or subject the Depositor, the Trustee, the Certificate  


 






    	D-2B-6



    	 



    

 


Administrator, the
Master Servicer, the Special Servicer, the Trust Advisor or the Certificate Registrar to any obligation in addition to those
undertaken in the Pooling and Servicing Agreement.




 


___         The purchase and holding of such Certificate
or interest therein by such person qualifies for the exemptive relief available under Sections I and III of Prohibited Transaction
Class Exemption 95-60 or another exemption from the “prohibited transactions” rules under ERISA issued by the U.S.
Department of Labor or similar exemption under Similar Laws.


 


The Depositor, the Trustee and the Certificate
Administrator are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


 


	 	Very truly yours,
	 	 
	 	(Transferee)
	 	 	 	 	 
	 	By:	 	 	 
	 	Name:	 
	 	Title:	 	  





 






    	D-2B-7



    	 



    

 


EXHIBIT
D-3



FORM OF TRANSFER CERTIFICATE

TO AN INTEREST IN A RULE 144A GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to 

Section 3.7(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Bondholder Services – Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27,
Commercial Mortgage Pass-Through Certificates, Series 2015-C27, Class [___]



 


Reference is hereby made to the Pooling and
Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”), and executed in connection
with the above-referenced transaction. All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement.


 


This letter relates to US $[______] aggregate
initial [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which are
held in the form of Definitive Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor] (the
“Current Holder”). The Current Holder has requested an exchange or transfer of such Definitive Certificates
for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) (the “Rule 144A Beneficial
Interest”).


 


In connection with such request, and in respect
of such Certificates, the Current Holder does hereby certify that [it is a “qualified institutional buyer” within the
meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and intends to hold
the Rule 144A Beneficial Interest for its own account] [such Certificates are being transferred in accordance with Rule 144A (“Rule
144A”) under the Securities Act of 1933, as amended (the “Securities Act”), to a transferee that the
Current Holder reasonably believes is purchasing the Certificates for its own account, or for one or more accounts with respect
to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified institutional
buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A and in accordance
with any applicable securities laws of any state of the United States or other applicable jurisdiction].


 






    	D-3-1



    	 



    

 


We understand that this certificate is required
in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made
for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Trust Advisor and the Initial Purchasers.


 





	 	[Insert Name of Current Holder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 






    	D-3-2



    	 



    

 


EXHIBIT
E-1



FORM OF TRANSFEREE AFFIDAVIT AND AGREEMENT (CLASS R)









	STATE OF	)
	 	) ss:
	COUNTY OF	)



 


____________________, being first duly sworn,
deposes and says that:


 


1.             He/She is the ____________________ of
____________________ (the prospective transferee (the “Transferee”) of Morgan Stanley Bank of America Merrill
Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27, Class R, evidencing a ____% Percentage Interest
in such Class (the “Residual Certificates”)), a ________________ duly organized and validly existing under the
laws of ____________________, on behalf of which he/she makes this affidavit. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the pooling and servicing agreement pursuant to which the Residual Certificates
were issued (the “Pooling and Servicing Agreement”).


 


2.             The Transferee (i) is, and as of
the date of transfer will be, a “Permitted Transferee” and will endeavor to remain a “Permitted Transferee”
for so long as it holds the Residual Certificates, and (ii) is acquiring the Residual Certificates for its own account or
for the account of another prospective transferee from which it has received an affidavit in substantially the same form as this
affidavit. A “Permitted Transferee” is any Person other than a “disqualified organization” or a possession
of the United States. (For this purpose, a “disqualified organization” means the United States, any state or political
subdivision thereof, any agency or instrumentality of any of the foregoing (other than an instrumentality, all of the activities
of which are subject to tax and a majority of whose board of directors is not selected by any such governmental unit) or any foreign
government, international organization or any agency or instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers’ cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business taxable income.


 


3.             The Transferee (i) is, and as of
the date of transfer will be, a “Qualified Institutional Buyer” and will endeavor to remain a “Qualified Institutional
Buyer” for so long as it holds the Residual Certificates, and (ii) is acquiring the Residual Certificates for its own
account or for the account of another prospective transferee from which it has received an affidavit in substantially the same
form as this affidavit. A “Qualified Institutional Buyer” is a qualified institutional buyer qualifying pursuant to
Rule 144A under the Securities Act of 1933, as amended.


 






    	E-1-1



    	 



    

 


4.             The Transferee is aware (i) of
the tax that would be imposed on transfers of the Residual Certificates to “disqualified organizations” under the Code
that applies to all transfers of the Residual Certificates; (ii) that such tax would be on the transferor or, if such transfer
is through an agent (which Person includes a broker, nominee or middleman) for a non-Permitted Transferee, on the agent; (iii) that
the Person otherwise liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such Person an
affidavit that the transferee is a Permitted Transferee and, at the time of transfer, such Person does not have actual knowledge
that the affidavit is false; and (iv) that the Residual Certificates may be a “noneconomic residual interest”
within the meaning of Treasury regulation Section 1.860E-1(c) and that the transferor of a “noneconomic residual interest”
will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the
transfer is to enable the transferor to impede the assessment or collection of tax.


 


5.             The Transferee is aware of the tax imposed
on a “pass-through entity” holding the Residual Certificates if at any time during the taxable year of the pass-through
entity a non-Permitted Transferee is the record holder of an interest in such entity. (For this purpose, a “pass-through
entity” includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust
or estate, and certain cooperatives.)


 


6.             The Transferee is aware that the Certificate
Registrar will not register any transfer of the Residual Certificates by the Transferee unless the Transferee’s transferee,
or such transferee’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially
the same form as this affidavit and agreement. The Transferee expressly agrees that it will not consummate any such transfer if
it knows or believes that any representation contained in such affidavit and agreement is false.


 


7.             The Transferee consents to any additional
restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure
that the Residual Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


8.             The Transferee’s taxpayer identification
number is _________________.


 


9.             The Transferee has reviewed the provisions
of Section 3.3(e) of the Pooling and Servicing Agreement, a description of which provisions is set forth in the Residual
Certificates (in particular, clause (F) of the first paragraph of Section 3.3(e) which authorizes the Certificate Administrator
or the Trustee to deliver payments on the Residual Certificate to a Person other than the Transferee and clause (G) of the first
paragraph of Section 3.3(e) which authorizes the Certificate Registrar to negotiate a mandatory sale of the Residual Certificates,
in either case, in the event that the Transferee holds such Residual Certificates in violation of Section 3.3(e)); and the
Transferee expressly agrees to be bound by and to comply with such provisions.


 






    	E-1-2



    	 



    

 


10.           No purpose of the Transferee relating
to its purchase or any sale of the Residual Certificates is or will be to impede the assessment or collection of any tax.


 


11.           The Transferee hereby represents to
and for the benefit of the transferor that the Transferee intends to pay any taxes associated with holding the Residual Certificates
as they become due, fully understanding that it may incur tax liabilities in excess of any cash flows generated by the Residual
Certificates.


 


12.           The Transferee will not cause income
with respect to the Residual Certificates to be attributable to a foreign permanent establishment or fixed base, within the meaning
of any applicable income tax treaty, of such proposed Transferee or any other United States Tax Person.


 


13.           The Transferee will, in connection
with any transfer that it makes of the Residual Certificates, deliver to the Certificate Registrar a representation letter substantially
in the form of Exhibit E-2 to the Pooling and Servicing Agreement in which it will represent and warrant, among other
things, that it is not transferring the Residual Certificates to impede the assessment or collection of any tax and that it has
at the time of such transfer conducted a reasonable investigation of the financial condition of the proposed transferee as contemplated
by Treasury regulation Section 1.860E-1(c)(4)(i) and has satisfied the requirements of such provision.


 


14.           The Transferee is a citizen or resident
of the United States, a corporation, a partnership or other entity created or organized in, or under the laws of, the United States
or any political subdivision thereof, or an estate or trust whose income from sources without the United States is includible in
gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business
within the United States.


 


15.           [Select a or b, as applicable] [a]
The Transferee has computed any consideration paid to it to acquire the Class R Certificate in accordance with U.S. Treasury Regulations
Sections 1.860E-1(c)(7) and 1.860E-1(c)(8) by computing present values using a discount rate equal to the Federal short-term rate
prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period used by the Transferee.


 


[b]  The transfer of the Class R Certificate
complies with Treasury Regulation Sections 1.860E-1(c)(5) and 1.860E-1(c)(6) and, accordingly,


 


(i)             the Transferee is an “eligible
corporation,” as defined in Treasury Regulation Section 1.860E-1(c)(6), as to which income from the Class R Certificate will
only be taxed in the United States;


 


(ii)           at the time of the transfer, and at
the close of the Transferee’s two fiscal years preceding the Transferee’s fiscal year of the transfer, the Transferee
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Transferee within the meaning
of Treasury Regulation Section 1.860E-1(c)(6)(ii) and excluding any other


 






    	E-1-3



    	 



    

 


asset if a principal purpose for holding or acquiring
that asset is to permit the Transferee to satisfy this Section 15(ii)) in excess of $100 million and net assets in
excess of $10 million;


 


(iii)           the Transferee will transfer the
Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulation Section 1.860E-1(c)(6),
in a transaction that satisfies the requirements of Treasury Regulation Section 1.860E-1(c)(5)(i), (ii) and (iii) and this Section 15
and the transfer is not to a foreign permanent establishment (within the meaning of an applicable income tax treaty) of such eligible
corporation or any other arrangement by which the Class R Certificate will be at any time subject to net tax by a foreign country
or possession of the United States; and


 


(iv)          the Transferee determined the consideration
paid to it to acquire the Class R Certificate, based on reasonable market assumptions (including, but not limited to, borrowing
and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other factors specific
to the Transferee) that it has determined in good faith, is a reasonable amount.


 


16.           The Transferee (i) is, and at
the time of transfer will be, a United States Tax Person other than a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes) any interest in which is owned (or, may be owned pursuant to the applicable partnership agreement)
directly or indirectly (other than through a U.S. corporation) by any person that is not a United States Tax Person, and (ii) is
not, and at the time of the transfer will not be, a foreign permanent establishment or fixed base, within the meaning of any applicable
income tax treaty, of any United States Tax Person. If the Transferee is a partnership, trust or disregarded entity for U.S. federal
income tax purposes, then each person that may be allocated income from the Class R Certificate is, and at the time of transfer
will be, a United States Tax Person.


 


17.           The Transferee has historically paid
its debts as they have come due and will continue to do so in the future.


 






    	E-1-4



    	 



    

 


IN WITNESS WHEREOF, the Transferee has caused
this instrument to be executed on its behalf, pursuant to the authority of its Board of Directors, by its ____________________
and its corporate seal to be hereunto attached this ___ day of ___________, ____.


 





	 	[NAME OF TRANSFEREE]
	 	 	 
	 	By:	 
	 	 	[Name of Officer]
	 	 	[Title of Officer]


 






    	E-1-5



    	 



    

 


Personally appeared
before me the above named ______________, known or proved to me to be the same person who executed the foregoing instrument and to be the of
the Purchaser, and acknowledged to me that he/she executed the same as his/her free act and deed and the free act and deed of
the Purchaser.


 


Subscribed and sworn
before me this ____ day of __________, 20__.





	____________________________	 
	NOTARY PUBLIC	 
	 	 
	COUNTY OF ________________	 
	 	 
	STATE OF __________________	 



 


My commission expires the _____ day of ___________, 20__.


 






    	E-1-6



    	 



    

 



EXHIBIT
E-2



FORM OF TRANSFEROR AFFIDAVIT AND AGREEMENT (CLASS R)


 


_______________, 20__


 


Wells Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Bondholder Services – Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27
(the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered to you in connection
with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of Class R Certificates evidencing a ____% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
November 1, 2015 (the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced
transaction. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


1.          No purpose of the Transferor relating
to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede the assessment or collection
of any tax.


 


2.          The Transferor understands that the
Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the Pooling and Servicing Agreement.
The Transferor has no knowledge or reason to know that any representation contained therein is false.


 


3.          The Transferor has at the time of this
transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated by Treasury regulation
Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the Transferee has historically
paid its debts as they became due and has found no significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due in the future. The Transferor understands that the transfer of the Residual Certificates may not be
respected for United States income tax purposes (and the Transferor may continue to be liable


 






    	E-2-1



    	 



    

 


for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation.


 


4.          The Transferor does not know and has
no reason to know that the Transferee is not a Permitted Transferee, is not a United States Tax Person or a partnership (including
any entity treated as a partnership for U.S. federal income tax purposes) any interest in which is owned (or, may be owned pursuant
to the applicable partnership agreement) directly or indirectly (other than through a U.S. corporation) by any person that is not
a United States Tax Person, is a foreign permanent establishment or fixed base, within the meaning of any applicable income tax
treaty, of any United States Tax Person, or is a Person with respect to which income on the Residual Certificate is attributable
to a foreign permanent establishment or fixed base, within the meaning of any applicable income tax treaty.


 


5.          The Transferor does not know and has
no reason to know that the Transferee will not honor the restrictions on subsequent transfers by the Transferee under the Transfer
Affidavit and Agreement, delivered in connection with this transfer.





	 	 	 	 	 
	 	Very truly yours,
	 	 
	 	(Transferor)
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 







 



    	E-2-2



    	 



    




  




Personally appeared
before me the above named _____________, known or proved to me to be the same person who executed the foregoing instrument and to be the of
the Purchaser, and acknowledged to me that he/she executed the same as his/her free act and deed and the free act and deed of
the Purchaser.


 


Subscribed and sworn
before me this ___ day of ___________, 20__. 





	 	 	 	 
	NOTARY PUBLIC	 
	 	 
	COUNTY OF_______________________	 
	 	 	 
	STATE OF________________________	 
	 
	My commission expires the ____ day of ___________, 20__.







 






    	E-2-3



    	 



    

  




EXHIBIT
F



FORM OF REGULATION S CERTIFICATE


 


Morgan
Stanley Bank of America Merrill Lynch Trust 2015-C27

Commercial Mortgage Pass-Through Certificates,

Series 2015-C27, Class ___ (the “Certificates”)


 


		TO:	Euroclear Bank, SA/NV

               or

CLEARSTREAM



 


This is to certify that as of the date hereof,
and except as set forth below, the above-captioned Certificates held by you or on your behalf for our account are beneficially
owned by non-U.S. person(s). As used in this paragraph, the term “U.S. person” has the meaning given to it by Regulation
S under the United States Securities Act of 1933, as amended (the “Securities Act”). To the extent that we hold
an interest in any of the Certificates on behalf of person(s) other than ourselves, we have received certifications from such person(s)
substantially identical to the certifications set forth herein.


 


We undertake to advise you promptly by tested
telex on or prior to the date on which you intend to submit your certification relating to the Certificates held by you or on your
behalf for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date,
and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


This certification excepts and does not relate
to $__________ of such beneficial interest in the above Certificates in respect of which we are not able to certify and as to which
we understand the exercise of any rights to payments thereon and the exchange for definitive Certificates or for an interest in
definitive Certificates in global form cannot be made until we do so certify.


 


We understand that this certification is required
in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to
produce this certification to any interested party in such proceedings.


 


Dated: __________, 2015 





	 	 	 
	 	By:	 
	 	As, or as agent for, the beneficial owner(s) of the Certificates to which this certificate relates.









 






    	F-1



    	 



    

 


 


EXHIBIT
G



FORM OF EXCHANGE CERTIFICATION


 


(“Exchange Certificate”)


 


__________ __, 201_


 


		TO:	The Depository Trust Company



 


CLEARSTREAM or


Euroclear Bank, SA/NV


  


Wells Fargo Bank, National
Association,


as Certificate Registrar 


  


This is to notify you as to the transfer of
the beneficial interest in $_______________ of Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27 Commercial Mortgage
Pass-Through Certificates, Series 2015-C27, Class __(the “Certificates”).


 


The undersigned is the owner of a beneficial
interest in the Class __ [Rule 144A Global Certificate] [Regulation S Global Certificate] and requests that on [INSERT DATE], (i) [Euroclear]
[CLEARSTREAM] [DTC] debit account #__________, with respect to $__________ principal denomination of the Class __ [Rule 144A Global
Certificate] [Regulation S Global Certificate] and (ii) [DTC] [Euroclear] [CLEARSTREAM] credit the beneficial interest of
the below-named purchaser, account #__________, in the Class __ [Rule 144A Global Certificate] [Regulation S Global Certificate]
in the same principal denomination as follows:


 


Name:

Address:

Taxpayer I.D. No.:


 


The undersigned hereby represents that this
transfer is being made in accordance with an exemption from the provisions of Section 5 of the United States Securities Act of
1933, as amended (the “Securities Act”), which representation is based upon the reasonable belief that the purchaser
is [an institution that is not a U.S. Person as defined in Regulation S under the Securities Act] [a “qualified institutional
buyer,” as defined in Rule 144A under the Securities Act, and that such purchaser has acquired the Certificates in a transaction
effected in accordance with the exemption from the registration requirements of the Securities Act provided by Rule 144A and, if
the purchaser has purchased the Certificates for one or more accounts for which it is acting as fiduciary or agent, each such account
is a qualified institutional buyer] and that the


 






    	G-1



    	 



    

 


purchaser is acquiring beneficial interests
in the applicable Certificate1 for its own account or for one or more institutional accounts for which it is acting
as fiduciary or agent in a minimum amount equivalent to not less than U.S.$[FOR PRINCIPAL BALANCE CERTIFICATES: $100,000] [FOR
CLASS X CERTIFICATES: $100,000] and integral multiples of U.S. $1 in excess thereof for each such account.





	 	 	 
	 	Very truly yours,
	 	 
	 	[NAME OF HOLDER OF CERTIFICATE]
	 	 	 
	 	By:	 
	 	 	[Name], [Chief Financial or other Executive Officer]










 





 






	 	 	 
		1	[NOTE: INFORMATION PROVIDED ABOVE WITH RESPECT TO PURCHASER AND THE FOREGOING REPRESENTATION MUST BE PROVIDED TO THE CERTIFICATE
REGISTRAR UPON ANY TRANSFER OF CERTIFICATES IF THE CERTIFICATES ARE NO LONGER HELD IN GLOBAL FORM.]



  






    	G-2



    	 



    

  




EXHIBIT
H



FORM OF EUROCLEAR BANK OR CLEARSTREAM BANK CERTIFICATE


 


Morgan
Stanley Bank of America Merrill Lynch Trust 2015-C27

Commercial Mortgage Pass-Through Certificates,

Series 2015-C27, Class ___ (the “Certificates”)


 


		TO:	Wells Fargo Bank, National Association, as Certificate
Registrar



		Attn:	Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27

Commercial Mortgage Pass-Through Certificates, Series 2015-C27



 


This is to certify that, based solely on certifications
we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as
persons being entitled to a portion of the principal amount of the Certificates set forth below (our “Member Organizations”)
substantially to the effect set forth in the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”), and executed in connection with the above-referenced transaction, U.S. $__________ principal
amount of the above-captioned Certificates held by us or on our behalf are beneficially owned by non-U.S. person(s). As used in
this paragraph, the term “U.S. person” has the meaning given to it by Regulation S under the United States Securities
Act of 1933, as amended (the “Securities Act”).


 


We further certify that as of the date hereof
we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member
Organizations with respect to any interest in the Certificates identified above are no longer true and cannot be relied upon as
of the date hereof.


 


[On Release Date: We hereby acknowledge that
no portion of the Class __ Regulation S Temporary Global Certificate shall be exchanged for an interest in the Class __ Regulation
S Permanent Global Certificate (as each such term is defined in the Pooling and Servicing Agreement) with respect to the portion
thereof for which we have not received the applicable certifications from our Member Organizations.]


 


[Upon any payments under the Regulation S
Temporary Global Certificate: We hereby agree to hold (and return to the Certificate Administrator upon request) any payments
received by us on the Class __ Regulation S Temporary Global Certificate (as defined in the Pooling and Servicing Agreement) with
respect to the portion thereof for which we have not received the applicable certifications from our Member Organizations.] 


 



    	H-1



    	 



    




 


We understand that this certification is required
in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings
are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorize you to
produce this certification to any interested party in such proceedings.


 


Dated: 













	 	 	 
	 	[EUROCLEAR BANK, SA/NV,

as operator of the Euroclear System]
	 	 
	 	                  or
	 	 	 
	 	[CLEARSTREAM]
	 	 
	 	By:	 






 






    	H-2



    	 



    

 


EXHIBIT
I-1A



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR PERSONS OTHER THAN THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]





  


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSBAM 2015-C27


Email:
trustadministrationgroup@wellsfargo.com, cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	Pooling and Servicing Agreement (“Pooling and
Servicing Agreement”) relating to MSBAM 2015-C27 Commercial Mortgage Pass-Through Certificates



 


In accordance with the requirements
for obtaining certain information under the Pooling and Servicing Agreement with respect to the above-referenced certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned is
a certificateholder, beneficial owner or prospective purchaser of the Class ___ Certificates, and is neither the Controlling Class
Representative nor a Controlling Class Certificateholder.


 


2.          In the case of a Registered
Certificate, the undersigned has received a copy of the Prospectus.


 


3.          The undersigned
is not a Borrower Party.


 


4.          The undersigned is
requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website.


 


In consideration of the
disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information confidential
(except (i) from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants, attorneys, affiliates (other than any with respect to any Mortgage Loan as to which such affiliate is a
Borrower Party and the related employees are involved in the management of any investment in the related Borrower or the related
Mortgaged Property), officers, directors, partners, employees, agents or representatives, and otherwise from such governmental
or banking authorities or agencies to which the undersigned is subject, (ii) to the extent such Information becomes generally
available and known to the public other than as a result of a disclosure directly or indirectly by the undersigned, (iii) to the
extent such Information


 






    	I-1A-1



    	 



    

 


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, each Special Servicer, the Trust Advisor, the Underwriters, the Initial
Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned
or any of its Representatives.


 


6.          The undersigned agrees
that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the
representations and covenants contained herein remain true and correct.


 


7.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to be signed
hereto by its duly authorized signatory, as of the date certified.]





	 	 	 
	 	[Certificateholder][Certificate Owner][Prospective Purchaser]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:















 






    	I-1A-2



    	 



    

  




EXHIBIT
I-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	Wells
    Fargo Bank, National Association

        Commercial Mortgage Servicing

    MAC D1086-120

    550 South Tryon Street, 14th Floor

    Charlotte, North Carolina 28202

    Attention:  MSBAM 2015-C27 Asset Manager	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention:  Corporate Trust Services – MSBAM 2015-C27

    Email: trustadministrationgroup@wellsfargo.com, cts.cmbs.bond.admin@wellsfargo.com
	 	 
	CWCapital
Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson

facsimile: (202) 715-9699 
	Wilmington
    Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention:  CMBS Trustee – MSBAM 2015-C27
		 
	Situs Holdings,
    LLC

    2 Embarcadero, Suite 1300

    San Francisco, California 94111

    Attention: Stacey Ciarlanti, Vice President	[Insert
    contact information for any Excluded Special Servicer]



 


		Re:	Pooling and Servicing Agreement (“Pooling and
Servicing Agreement”) relating to MSBAM 2015-C27 Commercial Mortgage Pass-Through Certificates



 


In accordance with the requirements
for obtaining certain information under the Pooling and Servicing Agreement with respect to the above-referenced certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned is
[the Controlling Class Representative][a Controlling Class Certificateholder].


 


2.          The undersigned
is not a Borrower Party.


 


3.          The undersigned is
requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website.


 






    	I-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.


 


4.          The undersigned shall
be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the
Certificate Administrator, the Trustee, the Master Servicer, each Special Servicer, the Trust Advisor, the Underwriters, the Initial
Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned
or any of its Representatives.


 


5.          At any time the undersigned
becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification attached as Exhibit
I-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit I-1E and
Exhibit I-1F to the Pooling and Servicing Agreement.


 


6.          The undersigned agrees
that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the
representations and covenants contained herein remain true and correct.


 






    	I-1B-2



    	 



    


 


7.         The
undersigned hereby certifies that an executed copy of this certification has been delivered in accordance with the notice provisions
of the Pooling and Servicing Agreement to each of the addressees listed above.


 


8.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[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:









 






    	I-1B-3



    	 



    




 


EXHIBIT
I-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(FOR PERSONS OTHER THAN THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]





  


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSBAM 2015-C27


Email:
trustadministrationgroup@wellsfargo.com, cts.cmbs.bond.admin@wellsfargo.com


  


Wells Fargo Bank, National Association
 Commercial Mortgage Servicing

MAC D1086-120

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2015-C27 Asset Manager


  


[Insert contact information for any Excluded
Special Servicer]


 


		Re:	Pooling and Servicing Agreement (“Pooling and
Servicing Agreement”) relating to MSBAM 2015-C27 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


 






    	I-1C-1



    	 



    

 


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 shall
be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the
Certificate Administrator, the Trustee, the Master Servicer, each Special Servicer, the Trust Advisor, the Underwriters, the Initial
Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned
or any of its Representatives.


 


5.          The undersigned agrees
that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the
representations and covenants contained herein remain true and correct.


 


6.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY ITS CERTIFICATION HEREOF,
the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the date certified.] 





	 	 	 
	 	[Certificateholder][Certificate Owner][Prospective Purchaser]
	 	 	 









 






    	I-1C-2



    	 



    

 





	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:









 






    	I-1C-3



    	 



    

 


EXHIBIT
I-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 D1086-120

    550 South Tryon Street, 14th Floor

    Charlotte, North Carolina 28202

    Attention:  MSBAM 2015-C27 Asset Manager	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention:  Corporate Trust Services – MSBAM 2015-C27

    Email: trustadministrationgroup@wellsfargo.com, cts.cmbs.bond.admin@wellsfargo.com
	 	 
	CWCapital
Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Brian Hanson

facsimile: (202) 715-9699
	Wilmington
    Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention:  CMBS Trustee – MSBAM 2015-C27
	 	 
	Situs
    Holdings, LLC

    2 Embarcadero, Suite 1300

    San Francisco, California 94111

    Attention: Stacey Ciarlanti, Vice President	[Insert
    contact information for any Excluded Special Servicer]



 


		Re:	Pooling and Servicing Agreement (“Pooling and
Servicing Agreement”) relating to MSBAM 2015-C27 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”)


 






    	I-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 to any such breach by the undersigned or any of its Representatives.


 






    	I-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 agrees that it (i) will not directly or indirectly provide such Excluded Information
to the related Borrower or (A) any employees or personnel of the undersigned or any Affiliate involved in the management of any
investment in the related Borrower or the related Mortgaged Property or (B) to its actual knowledge, any non-Affiliate that holds
a direct or indirect ownership interest in the related Borrower, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.




 


7.          The undersigned agrees
that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the
representations and covenants contained herein remain true and correct.


 


8.          The undersigned hereby
certifies that an executed copy of this certification has been delivered in accordance with the notice provisions
of the Pooling and Servicing Agreement to each of the addressees listed above.


 


9.          Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY ITS CERTIFICATION HEREOF,
the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the date certified.] 





	 	 	 
	 	[The Controlling Class Representative][a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:







 






    	I-1D-3



    	 



    


 


EXHIBIT
I-1E



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    MAC D1086-120

    550 South Tryon Street, 14th Floor

    Charlotte, North Carolina 28202

    Attention:  MSBAM 2015-C27 Asset Manager	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention:  Corporate Trust Services – MSBAM 2015-C27

With a copy to:

trustadministrationgroup@wellsfargo.com



    

	CWCapital
                                         Asset Management LLC

                                         7501 Wisconsin Avenue, Suite 500 West

                                         Bethesda, Maryland 20814

                                         Attention: Brian Hanson

                                         facsimile: (202) 715-9699

         
	Wilmington
    Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention:  CMBS Trustee – MSBAM 2015-C27
	Situs
    Holdings, LLC

    2 Embarcadero, Suite 1300

    San Francisco, California 94111

    Attention: Stacey Ciarlanti, Vice President	[Insert
    contact information for any Excluded Special Servicer]



 


		Re:	Pooling and Servicing Agreement (“Pooling and
Servicing Agreement”) relating to MSBAM 2015-C27 Commercial Mortgage Pass-Through Certificates



 


THIS NOTICE IDENTIFIES AN “EXCLUDED
CONTROLLING CLASS MORTGAGE LOAN” RELATING TO THE MSBAM 2015-C27 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES REQUIRING ACTION
BY YOU AS THE RECIPIENT PURSUANT TO SECTION 8.31 OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with Section 5.4(a) of the Pooling
and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the undersigned
(the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.          
The undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


 





 






    	I-1E-1



    	 



    




 


2.          
The undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”):






	Mortgage
    Loan Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.         As
of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Senior Consultation Period is in effect with respect to the
Excluded Controlling Class Mortgage Loans listed in paragraph 2 if any such mortgage loan is an Excluded Mortgage Loan:





	CUSIP	CLASS	Outstanding
    Certificate Balance	Initial
    Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


4.         The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit I-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information, subject to Section 5.6(c) of the Pooling and
Servicing Agreement. The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information
relating to the Excluded Controlling Class Mortgage Loans listed in Paragraph 2 above on the Certificate Administrator’s
website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling Class Holder status
and (ii) submitted a new investor certification in accordance with Section 5.4(a) of the Pooling and Servicing Agreement.


 


5.         The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any






 









    	I-1E-2



    	 



    

 


Excluded Information relating to the Excluded Controlling Class Mortgage Loans listed in
Paragraph 2 above.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the undersigned has made
the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized officer, as of
the day and year written above.





	 	 	 
	 	[Controlling Class Representative] [a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	Phone:









	 	 	Email:
	 	 	Address:










 



    	I-1E-3



    	 



    

 



EXHIBIT
I-1F



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services – MSBAM 2015-C27

        trustadministrationgroup@wellsfargo.com

         

        with a copy to:

         

        Wells Fargo Bank, National Association

8480 Stagecoach Circle

Frederick, Maryland 21701-4747

Attention: MSBAM 2015-C27 



 


Re:         Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to MSBAM 2015-C27 Commercial
Mortgage Pass-Through Certificates


 


In accordance with Section 5.4(a) of the Pooling
and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the undersigned
(the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.         The undersigned is the [Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


 


2.         The undersigned has become an Excluded Controlling Class Holder with respect to the following Mortgage Loan(s) (“Excluded
Controlling Class Mortgage Loans”): 


 


	Mortgage Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    	I-1F-1



    	 



    

 


3.         The
following USER IDs for CTSLink are affiliated with the undersigned and access to any Excluded Information on the Certificate Administrator’s
Website with respect to the MSBAM 2015-C27 securitization should be revoked as to such users, subject to Section 5.6(c) of
the Pooling and Servicing Agreement:


 





	 
	 
	 



 


4.          The
undersigned acknowledges that, subject to its rights under Section 5.6(c) of the Pooling and Servicing Agreement, it is not permitted
to access and shall not access any Excluded Information with respect to such Excluded Controlling Class Mortgage Loans listed
in Paragraph 2 above on the Certificate Administrator’s website unless and until it (i) is no longer an Excluded Controlling
Class Holder with respect to such Excluded Controlling Class Mortgage Loans, (ii) has delivered notice of the related Excluded
Controlling Class Holder status and (iii) has submitted an investor certification in the form of Exhibit I-1E to the Pooling and
Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


  


IN WITNESS WHEREOF, the undersigned has made
the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized officer, as of
the day and year written above.


 





	 	 	[Controlling Class Representative] [a Controlling Class Certificateholder]
	 	 	 
	 	 	Name:
	 	 	Title: 
	 	 	Phone:
	 	 	Email:
	 	 	Address:







 



    	I-1F-2



    	 



    




 


The
undersigned hereby acknowledges that

access to CTSLink has been revoked to the

extent provided, and with respect to the users

listed, in Paragraph 3.








	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	Certificate Administrator	 
	 	 
	Name:	 
	Title:	 







 




    	I-1F-3



    	 



    


 


EXHIBIT
I-1G



FORM OF CERTIFICATION OF THE CONTROLLING CLASS REPRESENTATIVE


 


[Date] 


 


	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    MAC D1086-120

    550 South Tryon Street, 14th Floor

    Charlotte, North Carolina 28202

    Attention:  MSBAM 2015-C27 Asset Manager	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention:  Corporate Trust Services – MSBAM 2015-C27
	 	 
	CWCapital
                                         Asset Management LLC

                                         7501 Wisconsin Avenue, Suite 500 West

                                         Bethesda, Maryland 20814

                                         Attention: Brian Hanson

                                         facsimile: (202) 715-9699

         
	Wilmington
    Trust, National Association

    1100 North Market Street

    Wilmington, Delaware 19890

    Attention:  CMBS Trustee – MSBAM 2015-C27
	 	 
	Situs Holdings,
    LLC

    2 Embarcadero, Suite 1300

    San Francisco, California 94111

    Attention: Stacey Ciarlanti, Vice President	[Insert
    contact information for any Excluded Special Servicer]



 


Re:         Pooling
and Servicing Agreement (“Pooling and Servicing Agreement”) relating to MSBAM 2015-C27 Commercial Mortgage
Pass-Through Certificates


 


In accordance with Section
10.1(d) of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.             The undersigned has
been appointed to act as the Controlling Class Representative.


 


2.             The
undersigned [is not][is] a Borrower Party.


 


3.              [If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit I-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit I-1E and Exhibit I-1F to the Pooling and Servicing Agreement.][The undersigned has become an Excluded Controlling Class
Holder with respect to the following Mortgage Loan(s) (“Excluded Controlling Class Mortgage Loans”):


 




     I-1G-1


     


    

  


	Mortgage
    Loan Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


]


 


4.             The
undersigned hereby certifies that an executed copy of this certification has been delivered in accordance with the notice provisions
of the Pooling and Servicing Agreement to each of the addressees listed above.


 


5.             Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


[BY ITS CERTIFICATION HEREOF,
the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the date certified.] 





	 	 	 
	 	[The Controlling Class Representative][a Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:




 




     I-1G-2


     


    


 


 EXHIBIT
J


 


FORM OF NRSRO CERTIFICATION (“NRSRO
Certification”)


 


Wells Fargo Bank, National Association,

as Certificate Administrator

Corporate Trust Office

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention:          Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27

                          Commercial Mortgage Pass-Through Certificates

                          Series 2015-C27


 


Re:                    Morgan Stanley Bank of America
Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27


 


Ladies and Gentlemen:


 


In accordance with the
requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of November 1, 2015 (the
“Pooling and Servicing Agreement”), executed in connection with the above-referenced transaction with respect
to Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


    1.            (a)
         The undersigned is a Rating Agency; or


 


    (b)          The
undersigned is a nationally recognized statistical rating organization that either (x) has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date, is
requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the 17g-5 website pursuant to the provisions of the Pooling and Servicing Agreement, and agrees that any confidentiality agreement
applicable to the undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing
Date shall also be applicable to information obtained from the 17g-5 Information Provider’s website (including without limitation,
to any information received by the Depositor for posting on the 17g-5 Information Provider’s website), or (y) if the undersigned
did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by
the provisions of the confidentiality agreement provided by the 17-g5 Information Provider and executed and delivered in connection
with this certification hereto which shall be applicable to it with respect to any information obtained from the 17g-5 Information
Provider’s website, including any information that is obtained from the section of the 17g-5 Information Provider’s
website that hosts the Depositor’s 17g-5 website related to the Certificates after the Closing Date.


 



     J-1


     


    




 


2.              The
undersigned agrees that each time it accesses the 17g-5 Information Provider’s Website, it is deemed to have recertified
that the representations herein contained remain true and correct.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 




     J-2


     


    


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	 	 	 	 	 	 	 
	 	[NRSRO]
	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 





 


Dated: [_____]


 




     J-3


     


    


 


EXHIBIT K



FORM OF DISTRIBUTION DATE STATEMENT


 


[See attached]


 




    K-1


     


    

 










 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 
	 	 	 	 	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	 	 	 	Trust Advisor	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Morgan Stanley Capital I Inc.	 	 	 	Wells Fargo Bank, N.A.	 	 	 	CWCapital Asset Management LLC	 	 	 	Situs Holdings, LLC	 	 	 
	 	 	 	1585 Broadway	 	 	 	1901 Harrison Street	 	 	 	7501 Wisconsin Ave.	 	 	 	2 Embarcadero Center, Suite 1300	 	 	 
	 	 	 	New York, NY 10036	 	 	 	Oakland, CA 94612	 	 	 	Suite 500 West	 	 	 	San Francisco, CA 94111	 	 	 
	 	 	 	 	 	 	 		 	 	 	Bethesda, MD 20814	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Contact:	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Contact: General Information Number	 	 	 	REAM_InvestorRelations@WellsFargo.com	 	 	 	Contact: Brian Hanson	 	 	 	Contact:              George
    Wisniewski	 	 	 
	 	 	 	Phone Number: (212) 761-4000	 	 	 	Phone Number: 	 	 	 	Phone Number: (202) 715-9500	 	 	 	Phone Number:   (415) 374-2832	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties.  Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.

         

        Please visit www.ctslink.com for additional information and special notices.  In addition, certificateholders may register online for email notification when special notices are posted.  For information or assistance please call 866-846-4526.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	Page 1 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Distribution
    Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class (2)	 	CUSIP	Pass-
 Through
 Rate	Original
 Balance	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized Loss/
 Additional Trust
 Fund Expenses	Total

    Distribution	 	Ending

    Balance	 	Current

    Subordination

    Level (1)	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	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-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	J	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	V	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	HMD	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	CUSIP	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-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	 	 	 	 	 	 	 	 
	 	 	X-GH	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-J	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                     Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i)
                     the ending balance of the designated class and (ii) the ending certificate balance of all classes which are
                     not subordinate to the designated class and dividing the result by (A).

        
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    	Page 2 of 24



    	 



    

 







	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15


	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	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-SB	 	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-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	J	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	V	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	HMD	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-E	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-GH	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-J	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 



    	Page 3 of 24



    	 



    



 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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-SB	 	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-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-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  
    	 	 	 
	 	 	X-GH	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	X-J	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 	 
	 	 	G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 	 
	 	 	H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 	 
	 	 	J	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 	 
	 	 	HMD	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    	Page 4 of 24



    	 



    

 



	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1) The Available Distribution
        Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    	Page 5 of 24



    	 



    






 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	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, National Association	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administrator Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC Royalty License Fee	0.00	 	 
	 	Net Prepayment Interest Shortfall	0.00	 	 	Trust Advisor Fee - Situs Holding, 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



    	 



    

 







	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Property Type (1)	 	State   (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Property Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Seasoning	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 								 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page of this section.	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 7 of 24



    	 



    
 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	Anticipated Remaining Term (ARD and Balloon Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

Balance	# of

loans	Scheduled

Balance	% of

Agg.

Bal.	WAM

(2)	WAC	Weighted

Avg DSCR (3)	 	Anticipated Remaining

Term (2)	# of

loans	Scheduled

Balance	% of

Agg.

Bal.	WAM

(2)	WAC	Weighted

Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Remaining Amortization Term (ARD and Balloon Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Remaining			% of				 
	 	 	 	 	 	 	 	 	 	Amortization	# of	Scheduled	Agg.	WAM	 	Weighted	 
	 	Note Rate	 	Term	loans	Balance	Bal.	 (2)	 WAC	Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 				% of				 	 	 	 	 	 	 	 	 
	 	Note	# of	Scheduled	Agg	WAM	 	Weighted	 	 	 	 	 	 	 	 	 
	 	 Rate	 loans	 Balance	Bal.	(2)	WAC	Avg DSCR (3)	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Remaining Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Remaining			% of				 
	 	 	 	 	 	 	 	 	 	Stated	# of	Scheduled	Agg.	WAM	 	Weighted	 
	 	 	 	 	 	 	 	 	 	Term	 loans	Balance	Bal.	 (2)	WAC	Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	See footnotes on last page of this section.	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 

 



    	Page 8 of 24



    	 



    

 



	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Age of Most Recent NOI	 	Debt Service Coverage
    Ratio (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Age
of Most


Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (3)	 	Debt Service
 Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-Off Date balance of each property as disclosed in the offering document.	 
	 	(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.	 
	 	(3) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Master Servicer is used. To the extent that no DSCR is provided by the Master Servicer, information from the offering document is used. The DSCRs reported by the Master Servicer may be based on a period of less than 12 months. Regardless, DSCRs are normalized based on the Most Recent Financial as of Start and End Dates as reported on the NOI Detail page of this statement. The Certificate Administrator makes no representations as to the accuracy of the data provided by the borrower for this calculation.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 	 


 


    	Page 9 of 24



    	 



    

 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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	6	-	Capitalization of Interest	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off	 
	 	IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	5	-	Termporary Rate Reduction	 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    	Page 10 of 24



    	 



    

 

	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 
	(1) The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report NOI figures in their loan level reporting.
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 11 of 24



    	 



    









 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 
	 	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



    	 



    


 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	 	 
	 	Date	#	 	#	 	#	 	#	 	#	 	#	 	#	 	#	 	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    	Page 13 of 24



    	 



    


 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    


 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    









 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15


	 	 	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    


 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 
	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



    	 



    


 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    


 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    



 






	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    


 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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



    	 



    


 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 	 	 	 	 	 	 
	 	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



    	 



    

 







	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15


	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



    	Page 23 of 24



    	 



    
 


	 	 	 	 
		Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27


    Commercial Mortgage Pass-Through Certificates

    Series 2015-C27	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Payment Date:	12/17/15
	8480 Stagecoach Circle	Record Date:	11/30/15
	Frederick, MD 21701-4747	Determination Date:	12/11/15



	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	Other Disclosable Special Servicer Fees	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    	Page 24 of 24



    	 



    


 


 


 


EXHIBIT
L



FORM OF TRUST ADVISOR ANNUAL REPORT


 


Report Date:    Report will be delivered
annually no later than [INSERT DATE].

Transaction:    Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage
Pass-Through Certificates, Series 2015-C27

Trust Advisor:    Situs Holdings, LLC

Special Servicer:    [                     
]

Controlling Class Representative:    [                      
]


 


I. Executive Summary



 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing
Agreement”), executed in connection with the above-referenced transaction, as well as the items listed below, the Trust
Advisor has undertaken a limited review of the Special Servicer’s operational practices in light of the Servicing Standard
and the requirements of the Pooling and Servicing Agreement and has discussed with the Special Servicer its stated policies and
procedures, operational controls and protocols, risk management systems, intellectual resources, the Special Servicer’s reasoning
for believing it is in compliance with the Pooling and Servicing Agreement and other pertinent information the Trust Advisor considers
relevant, in each case, insofar as such information relates to the resolution or liquidation of the Specially Serviced Mortgage
Loans and REO Properties and provides this Trust Advisor Annual Report.


 


No information or any
other content included in this Trust Advisor Annual Report contravenes any provision of the Pooling and Servicing Agreement. This
Trust Advisor Annual Report sets forth the Trust Advisor’s assessment of the Special Servicer’s performance of its duties
under the Pooling and Servicing Agreement during the prior calendar year on a platform-level basis with respect to the resolution
or liquidation of Specially Serviced Mortgage Loans and REO Properties during the prior calendar year.


 


Subject to the restrictions
in the Pooling and Servicing Agreement, this Trust Advisor Annual Report (A) identifies any material deviations, if any (i) from
the Servicing Standard and (ii) from the Special Servicer’s obligations under the Pooling and Servicing Agreement with respect
to the resolution or liquidation of Specially Serviced Mortgage Loans and REO Properties and (B) complies with all of the confidentiality
requirements described in the Pooling and Servicing Agreement.


 


In connection with
the assessment set forth in this report, the Trust Advisor:


 






    L-1


     


    

 


		1.	Reviewed any annual compliance statement delivered to the Trust Advisor by the Special Servicer
pursuant to Section 13.9 the Pooling and Servicing Agreement and the following issues were noted therein: [ ]



 


Trust Advisor Actions:


 


		2.	Reviewed any annual independent public accountants’ servicing report delivered to the Trust
Advisor by the Special Servicer pursuant to Section 13.11 of the Pooling and Servicing Agreement and the following issues
were noted therein: [ ]



 


Trust Advisor Actions:


 


		3.	Reviewed any [Final] Asset Status Report and other information or communications delivered to the
Trust Advisor and the following issues were noted therein: [ ]



 


Trust Advisor Actions:


 


Based on such review
and/or consultation with, or other information provided by the Special Servicer, and on the Trust Advisor’s performance of
its obligations under the Pooling and Servicing Agreement, the Trust Advisor [does] [does not] believe there are material violations
of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement.


 


Qualifications related
to the work product undertaken and opinions related to this report:


 


		1.	The Trust Advisor did not participate in, or have access to, the Special Servicer’s and Controlling
Class Representative’s discussion(s) regarding any Specially Serviced Mortgage Loan.



 


		2.	The Special Servicer has the legal authority and responsibility to service the Specially Serviced
Mortgage Loans pursuant to the Pooling and Servicing Agreement. The Trust Advisor has no responsibility or authority to alter the
standards set forth therein.



 


		3.	Confidentiality and other contractual restrictions limit the Trust Advisor’s ability to outline
herein the details or substance of certain information it reviewed in connection with its duties under the Pooling and Servicing
Agreement. As a result, this report may not reflect all the relevant information that the Trust Advisor is given access to by the
Special Servicer. However, all such information is considered in preparing this report.



 


		4.	There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially
Serviced Mortgage Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital
reserve changes, etc. The Trust Advisor does not participate in discussions regarding such actions. As such, the Trust Advisor
has not assessed the Special Servicer’s operational compliance with respect to those types of actions.



 






    L-2


     


    

 


Terms used but not
defined herein have the meaning set forth in the Pooling and Servicing Agreement as described herein.








	 	 	 
	 	Situs Holdings, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 




    L-3


     


    


 


EXHIBIT
M



FORM OF FINANCIAL MARKET PUBLISHERs CERTIFICATION (SECTION 5.4(h)) and CREFC®
Certification (Section 5.4(k))


 


This Certification has been prepared
for provision of information to the market data providers listed in the second paragraph below pursuant to the direction of the
Depositor or the CRE Finance Council®. If you represent a Financial Market Publisher not listed herein and would
like access to the information, please contact CTSLink at (866) 846-4526, or at ctslink.customerservice@wellsfargo.com.  


  


In connection with the Morgan Stanley Bank
of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates Series 2015-C27 (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


The undersigned is [an employee or agent of
BlackRock Financial Management, Inc., Trepp, LLC, Bloomberg L.P., Thomson Reuters, CMBS.com, Inc., Intex Solutions, Inc., Markit
Group Limited or a market data provider that has been given access to the Distribution Date Statements, CREFC® reports
and supplemental notices on www.ctslink.com by request of the Depositor][an employee or agent of the CRE Finance Council®
that has been given access to the Distribution Date Statements and CREFC® reports on www.ctslink.com].


 


The undersigned agrees that each time it accesses
www.ctslink.com, the undersigned is deemed to have recertified that the representation above remains true and correct.


 


Capitalized terms used but not defined herein
shall have the respective meanings assigned thereto in the agreement pursuant to which the Certificates were issued.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and has caused, or shall be deemed to have caused, its name to be signed hereto by its duly
authorized signatory, as of the date certified.


 






    M-1


     


    







	 	 	 
	 	[______________________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	E-mail:







 


Dated:


 




    M-2


     


    


 


EXHIBIT
N-1


 


[Reserved]


 




    N-1-1


     


    


 


EXHIBIT
N-2


 


[Reserved]


 




    N-2-1


     


    


 





EXHIBIT
O-1


 


FORM OF POWER OF ATTORNEY TO MASTER SERVICER






 


RECORDING REQUESTED BY:


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2015-C27 - Asset Manager

Facsimile: (704) 715-0036


 


 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
Morgan Stanley Capital I Inc., as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master
servicer (in such capacity, the “Master Servicer”), certificate administrator, certificate registrar, authenticating
agent and custodian, CWCapital Asset Management LLC, as special servicer, Situs Holdings, LLC, as trust advisor, and Wilmington
Trust, National Association, as Trustee, relating to the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial
Mortgage Pass-Through Certificates, Series 2015-C27, 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 (“Mortgaged 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 Mortgaged 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.



 






    	O-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;



 






    	O-1-2



    	 



    

 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear
on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other
documents necessary to initiate, prosecute and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable,
of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee in quiet title
actions; and



 


		i.	the preparation and execution of such other documents and
performance of such other actions as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
complete said transactions in paragraphs 9.a. through 9.h. above.



 


	10.	With respect to the sale of property acquired through a foreclosure
or deed-in lieu of foreclosure, including, without limitation, the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing
the transfer of title of the property to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of
property.



 


	11.	The modification or amendment of escrow agreements established
for repairs to the mortgaged property or reserves for replacement of personal property.



 


		12.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the Mortgage, deed of trust or other security document
in the related Mortgage File or the related Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions,
extensions, amendments, consents to transfers of interests in borrowers, consents to any



 






    	O-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.


 






    	O-1-4



    	 



    

 


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.


 


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.


 




    	O-1-5



    	 



    

 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for MSBAM 2015-C27 has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged
in its name and behalf by a duly elected and authorized signatory this ______ day of                                ,
2015.








	 	 	 	 
	 	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, for Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27
	 	 	 	 
	 		By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	Address:    	Wilmington Trust, National Association
	 	 	 	1100 North Market Street
	 	 	 	Wilmington, Delaware 19890
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 







 




    	O-1-6



    	 



    








	 	 	 
	STATE OF DELAWARE	 	)
	)     ss.:	 	 
	COUNTY OF    )	 	 







 


On ________________________, before me,
_________________________________ Notary Public, personally appeared ___________________________, who proved to me on the basis
of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under
the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official seal.


 










	 	 
	 	Notary signature
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 







 




    	O-1-7



    	 



    

 


EXHIBIT
O-2


 


FORM
OF POWER OF ATTORNEY TO Special SERVICER


 


RECORDING REQUESTED BY:





[insert address]


 





SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE
PRESENTS, that 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”)
by and among Morgan Stanley Capital I Inc., as the Depositor, Wells Fargo Bank, National Association, as master servicer, certificate
administrator, certificate registrar, authenticating agent and custodian, CWCapital Asset Management LLC, as special servicer,
Wilmington Trust, National Association, as Trustee, and Situs Holdings, LLC, as trust advisor relating to the Morgan Stanley Bank
of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27, and the Trustee hereby
constitutes and appoints [_________________] (the “Special Servicer”), by and through the Special Servicer’s
officers and authorized employees, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and
stead and for the Trustee’s benefit, in connection with all mortgage loans serviced by the Special Servicer (the “Mortgage
Loans”) and all properties (“REO Properties”) administered by the Special Servicer pursuant to the
Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate
to effectuate the enumerated transactions described in items (1) through (13) below with respect to the Mortgage Loans and REO
Properties; provided however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if
such documents are required or permitted under the terms of the Agreement. Capitalized terms used herein and not otherwise defined
herein have the meanings set forth in the Agreement.


 


1.             The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and to draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.             The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting such Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.


 






    O-2-1


     


    

 


3.             The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.             The conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged property (a “Mortgaged
Property”) to be acquired as REO Property, or conveyance of title to any REO Property.


 


5.             The completion of loan assumption agreements and transfers of interest in borrower entities.


 


6.             The full satisfaction/release of a Mortgage or full conveyance upon payment and discharge of all sums secured thereby, including,
without limitation, cancellation of the related promissory note.


 


7.             The assignment of any Mortgage and the related promissory note and other loan documents, in connection with the purchase
or repurchase of the Mortgage Loan secured and evidenced thereby.


 


8.             The full assignment of a Mortgage upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related promissory note and other loan documents.


 


9.             The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note,
and in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust,
foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any
related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings
with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or
defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and
claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:


 


		a.	the substitution of trustee(s) serving under a deed of trust,
in accordance with state law and such deed of trust;



		 	 



		b.	the preparation and issuance of statements of breach or non-performance;



		 	 



		c.	the preparation and filing of notices of default and/or notices
of sale;



		 	 



		d.	the cancellation/rescission of notices of default and/or
notices of sale;



		 	 



		e.	the filing, prosecution and defense of claims, and the appearance
on behalf of the Trustee, in bankruptcy cases affecting any Mortgage or the related promissory note;



 






    O-2-2


     


    

 


		f.	the preparation and service of notices to quit and all other
documents necessary to initiate, prosecute and complete eviction actions or proceedings;



		 	 



		g.	the tendering, filing, prosecution and defense, as applicable,
of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee in quiet title
actions;



		 	 



		h.	the creation of a wholly-owned entity of the Trust for purposes
of holding foreclosed property; and



		 	 



		i.	the preparation and execution of such other documents and
the performance of such other actions as may be necessary under the terms of the Mortgage or state law to expeditiously complete
said transactions in paragraphs 9.a. through 9.h. above.



 


	10.           With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the execution of the following documentation:



 


		a.	listing agreements;



		 	 



		b.	purchase and sale agreements;



		 	 



		c.	grant/warranty/quit claim deeds or any other deed causing
the transfer of title of the property to a party contracted to purchase same;



		 	 



		d.	escrow instructions; and



		 	 



		e.	any and all documents necessary to effect the transfer of
property.



 


	11.            The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of personal property.



 


	12.           Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.



 


	13.            The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the Mortgage or other security document in the related
Mortgage File or the related Mortgaged Property and other related collateral;



		 	 



		b.	any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments;



		 	 



		c.	any and all assumptions, modifications, waivers, substitutions,
extensions, amendments, consents to transfers of interests in borrowers, consents to any



 






    O-2-3


     


    

 


			subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the
application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property,
REO Property or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the
related Mortgaged Properties (including agreements and requests by any borrower with respect to modifications of the standards
of operation and management of such Mortgaged Properties or the replacement of asset managers) or REO Properties, documents exercising
any or all of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan
documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements,
management agreements, any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
with respect to the Mortgaged Properties or REO Properties, instruments relating to the custody of any collateral that now secures
or hereafter may secure any Mortgage Loan and any other consents; and



 


		d.	any and all documents, instruments and certifications as
are reasonably necessary to complete or accomplish the Special Servicer’s duties and responsibilities under the Agreement.



 


The undersigned gives said
Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to be
construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not
intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent that
the Special Servicer has the power to delegate its rights or obligations under the Agreement, the Special Servicer also has the
power to delegate the authority given to it by 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, solely in its capacity as Trustee, then the Special Servicer shall promptly forward a copy of same
to the Trustee.


 






    O-2-4


     


    

 


This limited power of attorney
is not intended to extend or limit the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer
to take any action with respect to Mortgages, deeds of trust or the related promissory notes not authorized by the Agreement.


 


The Special Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever incurred by the Trustee by reason or result of the negligent use, or negligent or willful misuse, of this Limited
Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney
and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney
is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such
state.


 




    O-2-5


     


    


 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for MSBAM 2015-C27 has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged
in its name and behalf by a duly elected and authorized signatory this ______ day of                                ,
2015.


 


	
	 	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, for Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27
	 	 	 	 
	 		By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	Address:    	Wilmington Trust, National Association
	 	 	 	1100 North Market Street
	 	 	 	Wilmington, Delaware 19890
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 







  




    O-2-6


     


    







	 	 	 	 
	STATE OF DELAWARE	 	)	 
	 	 	)	ss.:
	COUNTY OF	 	)	 







 


On ________________________, before me,
_________________________________ Notary Public, personally appeared ___________________________, who proved to me on the basis
of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under
the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official seal.













	 	 
	 	Notary signature
	[SEAL]	 
	 	 
	My commission expires:	 
	 	 




 





    O-2-7


     


    

 


EXHIBIT
P-1



FORM OF CERTIFICATION


 


Re:       Morgan
Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27 (the “Transaction”),
issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
executed in connection with the Transaction (capitalized terms used but not defined herein have the meanings set forth in the Pooling
and Servicing Agreement).


 


 



 


I, [identity of certifying
individual], certify that:


 


1.          I
have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this
report on Form 10-K of Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27 (the “Exchange Act periodic reports”);


 


2.          Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


 


3.          Based
on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;


 


4.          Based
on my knowledge and the servicer compliance statement(s) required in this report under Item 1123 of Regulation AB, and except
as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreement(s)
in all material respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except
as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in
this report on Form 10-K.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


		·	Wells Fargo Bank, National Association, as Master Servicer;


 






    	P-1-1



    	 



    

 


		·	CWCapital Asset Management LLC, as Special Servicer;






		·	Situs Holdings, LLC, as Trust Advisor;






		·	Wilmington Trust, National Association, as Trustee;






		·	Wells Fargo Bank, National Association, as Certificate Administrator, Certificate Registrar, Authenticating
Agent and Custodian;






		·	[names of sub-servicers]




 


 Date: [___]


 


	 	By 	 
	 	 	Name:
	 	 	Title:


 






    	P-1-2



    	 



    

 


EXHIBIT
P-2



REPORTING SERVICER FORM OF PERFORMANCE CERTIFICATION


 


Morgan Stanley Capital I Inc.


1585 Broadway


New York, New York 10036

Attention: Stephen Holmes 


 


Re:       Morgan
Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 2015-C27 (the “Transaction”),
issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2015 (the “Pooling and Servicing Agreement”),
executed in connection with the Transaction.


 


Capitalized
terms used but not defined herein have the meanings set forth in the [Pooling and Servicing Agreement] [the Subservicing Agreement,
dated as of [_] (the “Subservicing Agreement”) between [identify parties] or, if not defined in the Subservicing
Agreement, then the meanings set forth in the Pooling and Servicing Agreement].


 


 




 


I, [identity of certifying individual],
hereby certify to [Name of Certifying Person(s) for the Sarbanes-Oxley Certification], the Depositor and its officers, directors
and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the
Certification Parties will rely on this Certification in connection with the certification concerning the Trust to be signed by
an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I [(or an officer supervised by me)]
have reviewed the report of [servicing] information provided by the [Master Servicer/Special Servicer/Trust Advisor/Certificate
Administrator/Custodian/Trustee/Sub-Servicer] required in accordance with the Pooling and Servicing Agreement for inclusion in
the Annual Report on Form 10-K (“Form 10-K”) relating to the Trust and all reports of information by the [Master
Servicer/Special Servicer/Trust Advisor/Certificate Administrator/Custodian/Trustee/Sub-Servicer] required in accordance with the
Pooling and Servicing Agreement for inclusion in the Asset-Backed Issuer Distribution Reports on Form 10-D (“Form 10-D”)
relating to the Trust (such reports by the [Master Servicer/Special Servicer/Trust Advisor/Certificate Administrator/Custodian/Trustee/Sub-Servicer],
collectively, the “Applicable Periodic Reports”);


 


2.          Based on my knowledge, the Applicable
Periodic Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by the Applicable Periodic Reports;


 






    	P-2-1



    	 



    

 


3.          Based on my knowledge, all of the
[distribution], servicing and other information required to be provided in the Applicable Periodic Reports under the provisions
of the [Pooling and Servicing/Subservicing] Agreement for the calendar year ending December 31, [____] is included in the Applicable
Periodic Reports;


 


4.          Based on my knowledge and the compliance
review conducted in preparing the [Master Servicer/Special Servicer/Trust Advisor/Certificate Administrator/Custodian/Trustee/Sub-Servicer]’s
compliance statement under Section [13.9] of the [Pooling and Servicing/Subservicing] Agreement in connection with Item
1123 of Regulation AB, and except as disclosed in the Applicable Periodic Reports, the [Master Servicer/Special Servicer/Trust
Advisor/Certificate Administrator/Custodian/Trustee/Sub-Servicer] has fulfilled its obligations under the [Pooling and Servicing/Subservicing]
Agreement; and


 


5.          All of the reports on assessment of
compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance
with servicing criteria for asset-backed securities required under the [Pooling and Servicing/Subservicing] Agreement to be included
in this certification in connection with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been delivered
in accordance with the [Pooling and Servicing/Subservicing] Agreement and included as an exhibit to this certification, except
as otherwise disclosed in this certification. Any material instances of noncompliance required to be described in such reports
have been disclosed in such reports.


 


In giving the certifications above, I have
reasonably relied on information provided to me by the following unaffiliated parties: [name of trustee, custodian, certificate
administrator or other similar party; name of depositor; name of master servicer; name of trust advisor; name of special servicer;
name of other sub-servicer].


 


This Certification is being signed by
me as an officer of the [Master Servicer/Special Servicer/Trust Advisor/Certificate
Administrator/Custodian/Trustee/Sub-Servicer] responsible for reviewing [or overseeing review of] the activities performed by
the [Master Servicer/Special Servicer/Trust Advisor/Certificate Administrator/Custodian/Trustee/Sub-Servicer] under the
[Pooling and Servicing/Subservicing] Agreement.


 


Date: [___]


 

	 	By 	 
	 	 	Name:
	 	 	Title:



 






    	P-2-2



    	 



    

 


Exhibit(s)


 


[List and attach applicable Item 1122 and
Item 1123 reports.]


 






    	P-2-3



    	 



    

 


EXHIBIT
Q


 


[Reserved]


 






    	Q-1



    	 



    

 


EXHIBIT
R


 


[Reserved]


 






    	R-1



    	 



    

 


EXHIBIT
S-1



FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Morgan Stanley Capital I Inc.


1585 Broadway


New
York, New York 10036

Attention: Stephen Holmes


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage
Pass-Through Certificates, Series 2015-C27 (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”) and executed in connection with the issuance of the Certificates. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor
hereby certifies, represents and warrants to you, as Depositor, that:


 


1.          The Transferor
is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”), with
the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.          Neither the Transferor
nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer
to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any
manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action,
which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess
Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the
disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would
require registration or


 






    	S-1-1



    	 



    

 


qualification
of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws.


	 	 	 
	 	Very truly yours,
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 






    	S-1-2



    	 



    

 


EXHIBIT
S-2



FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


Morgan Stanley Capital I Inc.


1585 Broadway


New
York, New York 10036

Attention: Stephen Holmes


 


Wells Fargo Bank, National Association


Commercial Mortgage Servicing

MAC D1086-120


550 South Tryon Street, 14th Floor


Charlotte, North Carolina 28202

Attention: MSBAM 2015-C27 Asset Manager


Facsimile: (704) 715-0036


 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27, Commercial Mortgage
Pass-Through Certificates, Series 2015-C27 (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”) and executed in connection with the above-referenced transaction. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee
hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer, that:


 


1.          The Transferee
is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its own account
for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part,
in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable
state securities laws.


 


2.          The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right,


 






    	S-2-1



    	 



    

 


and
(c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act
and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which
are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor
substantially in the form attached as Exhibit S-1 to the Pooling and Servicing Agreement, and (B) each of
the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached
as Exhibit S-2 to the Pooling and Servicing Agreement.


 


3.          The Transferee
understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance
with the provisions of Section 8.10 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.          Neither the Transferee
nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer
to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any
manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with
respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security, which
(in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Excess Servicing
Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of
the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing Fee Right
pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.          The Transferee
has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon,
(c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.          The Transferee
is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an “accredited
investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which
all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee
has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and


 






    	S-2-2



    	 



    

 


the
Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


7.          The Transferee
agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement,
and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate pursuant
to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than
such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law, court order
or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such holder or
has become generally available to the public other than as a result of disclosure by such holder; provided, however, that such
holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing
Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such
information confidential, not to use or disclose such information in any manner which could result in a violation of any provision
of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities
Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives
not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such Persons’
auditors, legal counsel and regulators.


 


8.          The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 8.10 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Pooling and Servicing Agreement.


	 	 	 
	 	Very truly yours,
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:






 


		cc:	Wells Fargo Bank, National Association



			Legal Department



			301 South College Street



			TW-30



			Charlotte, North Carolina 28288-0630



			Attention: Commericial Mortgage Servicing Legal Support

Reference: MSBAM 2015-C27



			Facsimile: (704) 383-0353



 






    	S-2-3



    	 



    

 


With a copy to:


 


K&L Gates LLP

Hearst Tower

214 North Tryon Street

Charlotte, NC 28202

Attention: Stacy G. Ackermann

Facsimile: (704) 353-3190


 






    	S-2-4



    	 



    

 


EXHIBIT
T



FORM OF NOTE HOLDER CERTIFICATION


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045


 


		Attention:	Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27,

Commercial Mortgage Pass-Through Certificates,

Series 2015-C27



 


		Re:	Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27,
Commercial Mortgage Pass-Through Certificates, Series 2015-C27



 


In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of November 1, 2015 (the “Pooling
and Servicing Agreement”; capitalized terms used but not defined herein shall have the meanings assigned thereto in the
Pooling and Servicing Agreement), executed in connection with the above-referenced transaction, the undersigned hereby certifies
and agrees as follows:


 


1.          The
undersigned is a holder of the following Serviced Companion Loan, B Note or Non-Serviced Companion Loan: [_]


 


2.          The undersigned is requesting access
pursuant to the Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website.


 


3.          The undersigned is requesting access
pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate
Administrator’s Website pursuant to the provisions of the Pooling and Servicing Agreement.


 


In consideration of the disclosure to the
undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
outside persons as are assisting it in making an evaluation of the related Certificates and from its accountants and attorneys
(such persons, in each case, to be subject to the same requirement of confidentiality) and otherwise from such governmental or
banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written
consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part.


 


The undersigned will not use or disclose the
Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously
registered pursuant to Section 5 of the Securities Act.


 






    	T-1



    	 



    

 


4.          The undersigned shall be fully liable
for any breach of the covenants or representations made by it or by any of its Representatives in this certification and shall
indemnify the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Trust Advisor,
the Trust Fund, the Underwriters and the Initial Purchasers for any loss, liability or expense incurred thereby with respect to
any such breach by the undersigned or any of its Representatives.


 


5.          The undersigned agrees that each time
it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the representations
contained herein remain true and correct.


 


IN WITNESS WHEREOF, the undersigned has caused
its name to be signed hereto by its duly authorized officer, as of the day and year written above.


	 	 	 
	 	[___________________]
	 	 
	 	By: 	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



 






    	T-2



    	 



    

 


SCHEDULE
I


 


Bank of America Loan Schedule


 


(See attached)


 






    	Schedule I-1



    	 



    

 







	MSBAM 2015-C27	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan Seller	 	Loan ID	 	Property
    Name 	 	Cut-off Date

    Balance	 	Address
    	 	City
    	 	State
    	 	Note
    Date	 	Maturity

     Date	 	Mortgage

    Rate 	 	Original
Term 

to Maturity (mos.) 	 	Remaining Term

to Maturity (mos.)	 	Original
    

    Amortization 

    Term (mos.) 	 	ARD
    

    (Yes/No) 	 	Primary Servicing

    Fee Rate	 	Pari
Passu

Loan Primary

Servicing

Fee Rate
	BANA	 	2	 	Crowne
    Plaza - Hollywood, FL	 	$59,934,928	 	4000
    South Ocean Drive	 	Hollywood	 	FL	 	9/28/2015	 	10/1/2025	 	4.913%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	10	 	University
    West Apartments 	 	$27,000,000	 	800-1106
    Pinon Drive; 1300 & 1400 Coconino Road; 4305-4345 Maricopa Drive; 1405, 1415, 1425 Coconino Road; 4501, 4502, 4509, 4510,
    4518, 4533, 4541 Steinbeck Street	 	Ames	 	IA	 	10/28/2015	 	11/1/2025	 	4.553%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	12	 	Gateway
    Fairfield	 	$22,110,000	 	1305-1440
    Gateway Boulevard 	 	Fairfield	 	CA	 	10/2/2015	 	11/1/2025	 	4.721%	 	120	 	120	 	360	 	No	 	0.03500%	 	0.00000%
	BANA	 	13	 	FedEx
    - Manassas, VA	 	$21,800,000	 	7303
    Cushing Road	 	Manassas	 	VA	 	10/30/2015	 	11/1/2025	 	4.050%	 	120	 	120	 	0	 	No	 	0.00500%	 	0.00000%
	BANA	 	14	 	Village
    at West Oaks	 	$21,500,000	 	2306
    State Highway 6 South	 	Houston	 	TX	 	10/19/2015	 	11/1/2025	 	4.568%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	15	 	Broadstone
    Medical Apartments	 	$20,200,000	 	4900
    Medical Drive	 	San
    Antonio	 	TX	 	10/21/2015	 	11/1/2025	 	4.522%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	16	 	400
    South Beverly Drive	 	$16,236,500	 	400
    South Beverly Drive	 	Beverly
    Hills	 	CA	 	10/30/2015	 	11/1/2025	 	4.576%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	17	 	Pointe
    at Steeplechase	 	$15,475,000	 	8901
    Jones Road	 	Houston	 	TX	 	9/30/2015	 	10/1/2025	 	4.620%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	29	 	Cambria
    Suites Raleigh-Durham Airport	 	$7,300,000	 	300
    Airgate Drive	 	Morrisville	 	NC	 	10/20/2015	 	11/1/2025	 	4.699%	 	120	 	120	 	300	 	No	 	0.00500%	 	0.00000%
	BANA	 	31	 	USSC
    - Plantation, FL	 	$6,367,390	 	6701
    NW 18th Court	 	Plantation	 	FL	 	9/30/2015	 	10/1/2025	 	4.493%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	34	 	Auburn
    Crossroads	 	$6,092,822	 	2520
    -2590 Bell Road	 	Auburn	 	CA	 	10/1/2015	 	10/1/2025	 	4.557%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	37	 	Holiday
    Inn Express & Suites - Corpus Christi, TX	 	$5,521,791	 	929
    Navigation Boulevard	 	Corpus
    Christi	 	TX	 	9/8/2015	 	10/1/2025	 	5.203%	 	120	 	119	 	300	 	No	 	0.00500%	 	0.00000%
	BANA	 	39	 	StorQuest
    - San Leandro, CA	 	$4,900,000	 	1100
    Davis Street	 	San
    Leandro	 	CA	 	10/1/2015	 	10/1/2025	 	4.268%	 	120	 	119	 	0	 	No	 	0.00500%	 	0.00000%
	BANA	 	40	 	Sunshine
    Resort MHC	 	$4,600,000	 	303
    State Road 70 East	 	Lake
    Placid	 	FL	 	10/16/2015	 	11/1/2025	 	4.585%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	41	 	Village
    Creek Apartments	 	$4,350,000	 	2231
    Live Oak Street	 	Commerce	 	TX	 	10/27/2015	 	11/1/2025	 	4.750%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	43	 	Walgreens
    - North Wilkesboro, NC	 	$3,600,000	 	1395
    West D Street	 	North
    Wilkesboro	 	NC	 	10/13/2015	 	11/1/2025	 	4.620%	 	120	 	120	 	360	 	Yes	 	0.00500%	 	0.00000%
	BANA	 	45	 	Walgreens
    - Greendale, IN	 	$3,500,000	 	432
    Craig Avenue	 	Greendale	 	IN	 	10/9/2015	 	11/1/2025	 	4.981%	 	120	 	120	 	300	 	No	 	0.00500%	 	0.00000%
	BANA	 	48	 	Spyglass
    Apartments	 	$2,825,000	 	1600
    Thompson Heights Road	 	Cincinnati	 	OH	 	7/17/2015	 	8/1/2025	 	4.815%	 	120	 	117	 	360	 	No	 	0.03500%	 	0.00000%
	BANA	 	49	 	StorQuest
    - Vallejo, CA	 	$2,700,000	 	1080
    Magazine Street	 	Vallejo	 	CA	 	10/1/2015	 	10/1/2025	 	4.318%	 	120	 	119	 	0	 	No	 	0.00500%	 	0.00000%
	BANA	 	53	 	Wayne
    MHC	 	$1,900,000	 	5434
    North Waynesville Road	 	Oregonia	 	OH	 	10/30/2015	 	11/1/2025	 	5.394%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	54	 	StorQuest
    - Indian School - Phoenix, AZ	 	$1,775,000	 	10622
    West Indian School Road	 	Phoenix	 	AZ	 	10/6/2015	 	11/1/2025	 	4.935%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	55	 	StorQuest
    - Bell Road - Phoenix, AZ	 	$1,450,000	 	3043
    East Bell Road	 	Phoenix	 	AZ	 	10/6/2015	 	11/1/2025	 	4.935%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%


 





  






    	Schedule I-2



    	 



    

 


SCHEDULE
II


 


MSMCH Loan Schedule


 


(See attached)


 






    	Schedule II-1



    	 



    

 


 




 


MSBAM 2015-C27


Mortgage Loan Schedule


MSMCH


 


	Mortgage

Loan Seller	 	Loan ID	 	Property Name 	 	Cut-off Date

Balance	 	Address 	 	City 	 	State 	 	Note Date	 	Maturity

 Date	 	Mortgage

Rate 	 	Original Term

to Maturity (mos.) 	 	Remaining Term

to Maturity (mos.)	 	Original 

Amortization 

Term (mos.) 	 	ARD 

(Yes/No) 	 	Primary Servicing

Fee Rate	 	Pari Passu

Loan Primary Servicing

Fee Rate
	MSMCH	 	1	 	535-545 Fifth Avenue	 	$90,000,000	 	535-545 Fifth Avenue	 	New York	 	NY	 	2/11/2015	 	3/6/2025	 	3.860%	 	120	 	112	 	0	 	No	 	0.00000%	 	0.00500%
	MSMCH	 	3	 	Hotel Valencia Santana Row	 	$53,000,000	 	355 Santana Row	 	San Jose	 	CA	 	8/28/2015	 	9/1/2025	 	4.830%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	MSMCH	 	4	 	U-Haul Portfolio	 	$49,349,665	 	 	 	 	 	 	 	8/12/2015	 	9/1/2035	 	4.865%	 	240	 	238	 	240	 	No	 	0.00000%	 	0.00250%
	MSMCH	 	4.01	 	U-Haul Moving & Storage of Flushing	 	$3,102,510	 	3630 College Point Boulevard	 	Flushing	 	NY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.02	 	U-Haul Moving & Storage at Grand Concourse	 	$2,341,407	 	383 Grand Concourse	 	Bronx	 	NY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.03	 	U-Haul Moving & Storage at Ben White	 	$1,417,626	 	304 East Ben White Boulevard	 	Austin	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.04	 	U-Haul Moving & Storage of Quail Springs	 	$1,371,147	 	721 West Memorial Road	 	Oklahoma City	 	OK	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.05	 	U-Haul Moving & Storage of Philadelphia	 	$1,185,229	 	314-322 North 13th Street	 	Philadelphia	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.06	 	U-Haul Moving & Storage at Mile High Station	 	$1,185,229	 	2000 West Lower Colfax Avenue and 3425 Lipan Street	 	Denver	 	CO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.07	 	U-Haul Moving & Storage at 26th and Indian School	 	$1,156,179	 	2626 East Indian School Road	 	Phoenix	 	AZ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.08	 	U-Haul Moving & Storage of Wilkes-Barre	 	$1,074,840	 	231 Mundy Street and 3 Heinz Drive	 	Wilkes-Barre	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.09	 	U-Haul Moving & Storage of Lafayette	 	$1,069,030	 	3700 Ambassador Caffery Parkway	 	Lafayette	 	LA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.10	 	U-Haul Moving & Storage at Ashley Road	 	$1,045,790	 	1530 Ashley Road	 	Charlotte	 	NC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.11	 	U-Haul Moving & Storage of Woodlake	 	$929,591	 	6745 FM 78	 	San Antonio	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.12	 	U-Haul Moving & Storage of Spring	 	$917,971	 	1609 Spring Cypress Road	 	Spring	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.13	 	U-Haul Moving & Storage of Kingwood	 	$865,682	 	22250 Highway 59 North	 	Kingwood	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.14	 	U-Haul Moving & Storage of Evanston	 	$859,872	 	2125 Dempster Street	 	Evanston	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.15	 	U-Haul Moving & Storage of Inglewood	 	$854,062	 	964 South La Brea	 	Inglewood	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.16	 	U-Haul Moving & Storage at Pelham	 	$784,342	 	2797 Pelham Parkway	 	Pelham	 	AL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.17	 	U-Haul Moving & Storage of Fort Pierce	 	$740,768	 	3618 and 3626 South Federal Highway	 	Fort Pierce	 	FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.18	 	U-Haul Moving & Storage at Waverly Road	 	$726,243	 	901 South Waverly Road	 	Lansing	 	MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.19	 	U-Haul Moving & Storage of South Central	 	$689,059	 	11020 South Vermont Avenue	 	Los Angeles	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.20	 	U-Haul Moving & Storage at New Utrecht Avenue	 	$673,954	 	6615 New Utrecht Avenue	 	Brooklyn	 	NY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.21	 	U-Haul Moving & Storage of Castleton	 	$580,994	 	7027 East 86th Street	 	Indianapolis	 	IN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.22	 	U-Haul Moving & Storage at Tropicana Field	 	$566,470	 	975 2nd Avenue South	 	Saint Petersburg	 	FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.23	 	U-Haul Moving & Storage of Eastside	 	$563,565	 	22 Atlas Court	 	Madison	 	WI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.24	 	U-Haul Moving & Storage of Somerville	 	$557,755	 	151 Linwood Street	 	Somerville	 	MA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.25	 	U-Haul Moving & Storage of Overbrook	 	$557,755	 	6141 Lancaster Avenue	 	Philadelphia	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.26	 	U-Haul Moving & Storage of Cheltenham	 	$557,755	 	7400 Ogontz Avenue	 	Philadelphia	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.27	 	U-Haul Moving & Storage of Sherwood	 	$551,945	 	8621 Warden Road	 	Sherwood	 	AR	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.28	 	U-Haul Moving & Storage at Page Avenue	 	$528,705	 	9804 and 9820 Page Avenue	 	Overland	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.29	 	U-Haul Moving & Storage of Lubbock	 	$522,895	 	1613 34th Street	 	Lubbock	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.30	 	U-Haul Moving & Storage of South Shore	 	$518,247	 	1650 East 71st Street	 	Chicago	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.31	 	U-Haul Moving & Storage at Summer Avenue	 	$511,275	 	5315 Summer Avenue	 	Memphis	 	TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.32	 	U-Haul Moving & Storage at Capitol Avenue	 	$511,275	 	755 Capitol Avenue	 	Hartford	 	CT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.33	 	Milwaukie U-Haul Moving & Storage	 	$476,415	 	14310 Southeast McLoughlin Boulevard	 	Milwaukie	 	OR	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.34	 	U-Haul Moving & Storage of Gresham	 	$470,605	 	704 Northeast Hogan Avenue	 	Gresham	 	OR	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.35	 	U-Haul Moving & Storage of Abilene	 	$470,605	 	826 South Clack Street	 	Abilene	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.36	 	U-Haul Moving & Storage at 5th Avenue	 	$464,796	 	1314 East 5th Avenue	 	Columbus	 	OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.37	 	U-Haul Moving & Storage at Hammond Square	 	$447,366	 	1915 Southwest Railroad Avenue	 	Hammond	 	LA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.38	 	U-Haul Moving & Storage at 10 Mile & Groesbeck Highway	 	$447,366	 	24875 Groesbeck Highway	 	Warren	 	MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.39	 	U-Haul Moving & Storage of Midway	 	$440,394	 	15182 Beach Boulevard	 	Westminster	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.40	 	U-Haul Moving & Storage of Garner	 	$435,746	 	1702 Mechanical Boulevard	 	Garner	 	NC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.41	 	U-Haul Moving & Storage of Lynchburg	 	$424,126	 	1760 Park Avenue	 	Lynchburg	 	VA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.42	 	U-Haul Moving & Storage of I-80 & Manawa	 	$406,696	 	721 32nd Avenue	 	Council Bluffs	 	IA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.43	 	U-Haul Moving & Storage of West Columbia	 	$400,886	 	400 Orchard Road I-26	 	West Columbia	 	SC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.44	 	U-Haul Moving & Storage of Ontario	 	$392,752	 	831 East Holt Boulevard	 	Ontario	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.45	 	U-Haul Moving & Storage of Roxborough	 	$392,171	 	8300 Ridge Avenue	 	Philadelphia	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.46	 	U-Haul Moving & Storage at East Main Street	 	$389,266	 	3500 East Main Street	 	Columbus	 	OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.47	 	U-Haul Moving & Storage at Bardstown	 	$383,456	 	4128 Bardstown Road	 	Louisville	 	KY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.48	 	U-Haul Moving & Storage of Jonesboro, GA	 	$383,456	 	7308 Tara Boulevard	 	Jonesboro	 	GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.49	 	U-Haul Moving & Storage of Portsmouth	 	$383,456	 	400 U.S. Highway 1 Bypass	 	Portsmouth	 	NH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.50	 	U-Haul Moving & Storage of Danbury	 	$377,646	 	75 Division Street	 	Danbury	 	CT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.51	 	U-Haul Moving & Storage of Mather	 	$368,350	 	10161 Mills Station	 	Sacramento	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.52	 	U-Haul Moving & Storage of Huntington Station	 	$366,026	 	85 East Jericho Turnpike	 	Huntington Station	 	NY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.53	 	U-Haul Moving & Storage at Broad Street	 	$360,217	 	1589 Broad Street	 	Augusta	 	GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.54	 	U-Haul Moving & Storage of Madison	 	$348,597	 	121 Moving Center Court	 	Madison	 	TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.55	 	U-Haul Moving & Storage of Plainfield	 	$336,977	 	243 East 2nd Street	 	Plainfield	 	NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.56	 	U-Haul Moving & Storage of Elyria	 	$331,167	 	41215 North Ridge Road	 	Elyria	 	OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.57	 	U-Haul Moving & Storage of Manchester	 	$313,737	 	432 Oakland Street	 	Manchester	 	CT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.58	 	U-Haul Moving & Storage of Old Bridge	 	$313,737	 	1275 U.S. Highway 9 North	 	Old Bridge	 	NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.59	 	U-Haul Moving & Storage of High Point	 	$290,497	 	2908 North Main Street	 	High Point	 	NC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.60	 	U-Haul Moving & Storage of Idaho Falls	 	$290,497	 	1091 Northgate Mile	 	Idaho Falls	 	ID	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.61	 	U-Haul Moving & Storage of Hammond	 	$290,497	 	822 165th Street	 	Hammond	 	IN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.62	 	U-Haul Moving & Storage of Jonesboro, AR	 	$284,687	 	1700 Red Wolf Boulevard	 	Jonesboro	 	AR	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.63	 	U-Haul Moving & Storage at 6th Avenue	 	$284,687	 	1802 6th Avenue Southeast	 	Decatur	 	AL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    	Schedule II-2



    	 



    

 

MSBAM 2015-C27


Mortgage Loan Schedule


MSMCH


 

	Mortgage

Loan Seller	 	Loan ID	 	Property Name 	 	Cut-off Date

Balance	 	Address 	 	City 	 	State 	 	Note Date	 	Maturity

 Date	 	Mortgage

Rate 	 	Original Term

to Maturity (mos.) 	 	Remaining Term

to Maturity (mos.)	 	Original 

Amortization 

Term (mos.) 	 	ARD 

(Yes/No) 	 	Primary Servicing

Fee Rate	 	Pari Passu

Loan Primary Servicing

Fee Rate
	MSMCH	 	4.64	 	U-Haul Moving & Storage of Chula Vista	 	$277,715	 	99 North Fourth Avenue	 	Chula Vista	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.65	 	U-Haul Moving & Storage of Barstow	 	$271,905	 	800 East Main Street	 	Barstow	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.66	 	U-Haul Moving & Storage at Western Avenue	 	$267,257	 	47 Western Avenue	 	Augusta	 	ME	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.67	 	U-Haul Moving & Storage at Wade Hampton	 	$267,257	 	529 Wade Hampton Boulevard	 	Greenville	 	SC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.68	 	U-Haul Moving & Storage at 7 Mile & Livernois	 	$261,447	 	19797 Livernois	 	Detroit	 	MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.69	 	U-Haul Moving & Storage of Clarksville	 	$255,638	 	712 Providence Boulevard	 	Clarksville	 	TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.70	 	U-Haul Moving & Storage of Bowling Green	 	$255,638	 	1817 Campbell Lane	 	Bowling Green	 	KY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.71	 	U-Haul Moving & Storage at Alexis Road	 	$249,828	 	50 West Alexis Road	 	Toledo	 	OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.72	 	U-Haul Moving & Storage at Veterans Memorial	 	$244,018	 	12455 Veterans Memorial	 	Houston	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.73	 	U-Haul Moving & Storage at Jefferson Davis Highway	 	$244,018	 	5210 Jefferson Davis Highway	 	Richmond	 	VA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.74	 	U-Haul Moving & Storage at Southfield Freeway & Joy Road	 	$238,208	 	19001 Joy Road	 	Detroit	 	MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.75	 	U-Haul Moving & Storage at East Spokane	 	$232,398	 	14505 East Sprague Avenue	 	Spokane	 	WA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.76	 	U-Haul Moving & Storage of North Hills	 	$232,398	 	8500 Sepulveda Boulevard	 	North Hills	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.77	 	U-Haul Moving & Storage of Aurora	 	$232,398	 	1282 North Lake Street	 	Aurora	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.78	 	U-Haul Moving & Storage of East Lake	 	$232,398	 	7733 First Avenue North	 	Birmingham	 	AL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.79	 	U-Haul Moving & Storage of Fort Smith	 	$226,588	 	2205 Towson Avenue	 	Fort Smith	 	AR	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.80	 	U-Haul Moving & Storage at Jim Miller Road	 	$220,778	 	7107 C F Hawn Freeway	 	Dallas	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.81	 	U-Haul Moving & Storage at Highway 367	 	$214,968	 	12060 Lusher Road	 	Saint Louis	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.82	 	U-Haul Moving & Storage at 10th Avenue	 	$209,158	 	930 Tenth Avenue	 	Columbus	 	GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.83	 	U-Haul Moving & Storage at Mesa Road	 	$209,158	 	8801 Mesa Road	 	Houston	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.84	 	U-Haul Moving & Storage of Cumberland	 	$203,348	 	135 Mendon Road	 	Cumberland	 	RI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.85	 	U-Haul Moving & Storage of Colonie	 	$191,728	 	2043-45 Central Avenue	 	Albany	 	NY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.86	 	U-Haul Moving & Storage of Terre Haute	 	$185,918	 	4111 Wabash Avenue	 	Terre Haute	 	IN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.87	 	U-Haul Moving & Storage of Reading	 	$185,918	 	1647 North 5th Street	 	Reading	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.88	 	U-Haul Storage of Pearl	 	$185,918	 	2203 Highway 80 East	 	Pearl	 	MS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.89	 	U-Haul Moving & Storage of Hamilton	 	$180,108	 	25 South Erie Boulevard	 	Hamilton	 	OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.90	 	U-Haul Moving & Storage of Lebanon	 	$174,298	 	1440 Cumberland Street	 	Lebanon	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.91	 	U-Haul Moving & Storage at 7 Mile & Van Dyke	 	$171,393	 	8055 East 7 Mile Road	 	Detroit	 	MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.92	 	U-Haul Moving & Storage at State Street	 	$162,678	 	2020 West State Street	 	Milwaukee	 	WI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.93	 	U-Haul Moving & Storage of Provo	 	$156,868	 	551 West Columbia Lane	 	Provo	 	UT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.94	 	U-Haul Moving & Storage of Fall River	 	$156,868	 	1030 Pleasant Street	 	Fall River	 	MA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.95	 	U-Haul Moving & Storage of Schenectady	 	$139,439	 	2516 Hamburg Street	 	Schenectady	 	NY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.96	 	U-Haul Moving & Storage of Glens Falls	 	$139,439	 	112 Main Street	 	Queensbury	 	NY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.97	 	U-Haul Moving & Storage of Bremerton	 	$133,629	 	2804 Kitsap Way	 	Bremerton	 	WA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.98	 	U-Haul Moving & Storage of South End	 	$122,009	 	1415 South Detroit	 	Toledo	 	OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.99	 	U-Haul Moving & Storage of Keene	 	$116,199	 	199 Marlboro Street	 	Keene	 	NH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.100	 	U-Haul Moving & Storage of Lima Mall	 	$116,199	 	1608 Elida Road	 	Lima	 	OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.101	 	U-Haul Moving & Storage of New Britain	 	$110,389	 	900 West Main Street	 	New Britain	 	CT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.102	 	U-Haul Moving & Storage of Cape Girardeau	 	$104,579	 	740 South Kings Highway	 	Cape Girardeau	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.103	 	U-Haul Moving & Storage at North Watkins	 	$99,931	 	2722 North Watkins Street	 	Memphis	 	TN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.104	 	U-Haul Moving & Storage at National Road	 	$95,283	 	5900 National Road	 	Richmond	 	IN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.105	 	U-Haul Moving & Storage of Pensacola-Bellview	 	$88,311	 	4921 Mobile Highway	 	Pensacola	 	FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	6	 	Herald Center	 	$40,000,000	 	1293-1311 Broadway	 	New York 	 	NY	 	12/20/2013	 	1/7/2024	 	4.510%	 	120	 	98	 	0	 	No	 	0.00000%	 	0.00500%
	MSMCH	 	7	 	Hammond Square	 	$38,000,000	 	2000 SW Railroad Avenue	 	Hammond	 	LA	 	7/31/2015	 	8/1/2025	 	4.200%	 	120	 	117	 	300	 	No	 	0.01500%	 	0.00000%
	MSMCH	 	8	 	1 Emerson Lane	 	$31,000,000	 	1 Emerson Lane	 	Secaucus	 	NJ	 	9/1/2015	 	9/1/2025	 	4.880%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	MSMCH	 	9	 	CVS/Walgreens Portfolio	 	$27,091,836	 	 	 	 	 	 	 	9/30/2015	 	10/1/2025	 	4.410%	 	120	 	119	 	0	 	No	 	0.00500%	 	0.00000%
	MSMCH	 	9.01	 	CVS/Walgreens Portfolio - Walgreens - Ellicott City, MD	 	$7,145,979	 	10097 Baltimore National Pike a/k/a 3311 Centennial lane	 	Ellicott City	 	MD	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	9.02	 	CVS/Walgreens Portfolio - CVS - Highlands, NJ	 	$5,945,455	 	470 Route 36	 	Highlands	 	NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	9.03	 	CVS/Walgreens Portfolio - CVS - Hastings, MN	 	$3,915,997	 	1411 Vermillion Street	 	Hastings	 	MN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	9.04	 	CVS/Walgreens Portfolio - CVS - Fayetteville, AR	 	$3,795,944	 	2402 N. College Avenue	 	Fayetteville	 	AR	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	9.05	 	CVS/Walgreens Portfolio - CVS - Westland, MI	 	$3,144,231	 	7291 Middlebelt Road	 	Westland	 	MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	9.06	 	CVS/Walgreens Portfolio - CVS - Selbyville, DE	 	$3,144,231	 	36252 Lighthouse Road	 	Selbyville	 	DE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	18	 	Bent Tree Apartments	 	$13,875,000	 	4801 Gus Eckert Road	 	San Antonio	 	TX	 	8/11/2015	 	9/1/2025	 	4.620%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	MSMCH	 	19	 	Bayshore Apartments	 	$13,300,000	 	1534 Sandy Bay Drive	 	Greenwood	 	IN	 	8/5/2015	 	9/1/2025	 	4.270%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	MSMCH	 	20	 	Plant City Crossing	 	$12,000,000	 	2501 Thonotosassa Road	 	Plant City	 	FL	 	8/25/2015	 	9/1/2025	 	4.805%	 	120	 	118	 	0	 	No	 	0.01500%	 	0.00000%
	MSMCH	 	21	 	Cobblestone Creek Apartments	 	$10,300,000.00	 	9350 80th Street	 	Pleasant Prairie	 	WI	 	9/3/2015	 	10/1/2025	 	4.800%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	MSMCH	 	26	 	Durham Plaza	 	$8,212,000	 	2000 Avondale Drive; 416 E Club Boulevard; 300 Foushee Street	 	Durham	 	NC	 	9/1/2015	 	9/1/2025	 	4.740%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	MSMCH	 	27	 	Rainbow Pavilion	 	$7,990,677	 	6315-6475 S. Rainbow 	 	Las Vegas	 	NV	 	10/1/2015	 	10/1/2025	 	4.600%	 	120	 	119	 	360	 	No	 	0.03500%	 	0.00000%
	MSMCH	 	30	 	The Exchange at Telfair	 	$6,500,000	 	13425 University Boulevard	 	Sugar Land	 	TX	 	10/13/2015	 	11/1/2025	 	4.680%	 	120	 	120	 	360	 	No	 	0.04500%	 	0.00000%
	MSMCH	 	33	 	Southeast Center	 	$6,178,187	 	4201 East Berry Street	 	Fort Worth	 	TX	 	9/1/2015	 	9/1/2025	 	4.465%	 	120	 	118	 	300	 	No	 	0.00500%	 	0.00000%
	MSMCH	 	36	 	Interplaza West	 	$5,900,000	 	17120 & 17132 West Colfax Avenue	 	Golden	 	CO	 	8/6/2015	 	9/1/2025	 	4.665%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	MSMCH	 	38	 	Pelican Point Main Street	 	$5,000,000	 	6473 Highway 44	 	Gonzales	 	LA	 	10/8/2015	 	11/1/2025	 	4.660%	 	120	 	120	 	360	 	No	 	0.08000%	 	0.00000%
	MSMCH	 	42	 	Walgreens - Shawnee, KS	 	$3,868,886	 	11021 Shawnee Mission Parkway	 	Shawnee	 	KS	 	8/19/2015	 	9/1/2025	 	4.730%	 	120	 	118	 	0	 	No	 	0.00500%	 	0.00000%
	MSMCH	 	44	 	350 Second Street	 	$3,500,000	 	350 Second Street	 	Los Altos	 	CA	 	9/30/2015	 	10/1/2025	 	4.650%	 	120	 	119	 	0	 	No	 	0.00500%	 	0.00000%
	MSMCH	 	46	 	Canyon Walk Apartments	 	$3,492,123	 	2795 Desert Foothills Boulevard	 	Bullhead City	 	AZ	 	8/28/2015	 	9/1/2025	 	5.040%	 	120	 	118	 	360	 	No	 	0.06500%	 	0.00000%
	MSMCH	 	50	 	Imperial Medical Office Building	 	$2,500,000	 	15651 Imperial Highway	 	La Mirada	 	CA	 	8/5/2015	 	9/1/2025	 	4.620%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	MSMCH	 	51	 	Massillon Marketplace Outparcels	 	$2,150,000	 	38-46 Massillon Marketplace Drive	 	Massillon	 	OH	 	8/19/2015	 	9/1/2025	 	4.120%	 	120	 	118	 	0	 	No	 	0.00500%	 	0.00000%


 





  






    	Schedule II-3



    	 



    

 


SCHEDULE
III


 


CIBC Loan Schedule


 


(See attached)


 






    	Schedule III-1



    	 



    

 







	MSBAM 2015-C27	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CIBC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan Seller	 	Loan ID	   	Property Name 	 	Cut-off Date

Balance	   	Address 	 	City 	 	State 	 	Note Date	 	Maturity

 Date	 	Mortgage

Rate 	 	Original Term

to Maturity (mos.) 	 	Remaining Term

to Maturity (mos.)	 	Original 

Amortization 

Term (mos.) 	 	ARD 

(Yes/No) 	 	Primary Servicing

Fee Rate	 	Pari Passu

Loan Primary 

Servicing

Fee Rate
	CIBC	 	5	 	Granite 190	 	$41,250,000	 	1301 & 1311 West President George Bush Turnpike  	 	Richardson	 	TX	 	9/3/2015	 	10/1/2025	 	4.790%	 	120	 	119	 	360	 	No	 	0.01500%	 	0.00000%
	CIBC	 	11	 	Gateway Crossing	 	$26,500,000	 	601 Giddings Court	 	Augusta	 	GA	 	7/29/2015	 	8/1/2025	 	4.340%	 	120	 	117	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	22	 	O’Connor Plaza Office Building	 	$9,000,000	 	101 West Goodwin Avenue	 	Victoria	 	TX	 	11/3/2015	 	12/1/2025	 	4.710%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	47	 	1100 W. University Ave	 	$3,292,511	 	1100 W. University Ave.	 	Georgetown	 	TX	 	8/28/2015	 	9/1/2025	 	5.000%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%




 





 




 






    	Schedule III-2



    	 



    

 


SCHEDULE
IV


 


SMF III Loan Schedule






(See attached)


 






    	Schedule IV-1



    	 



    

 







	MSBAM 2015-C27	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

Loan Seller	 	Loan ID	 	Property Name 	 	Cut-off Date

Balance	 	Address 	 	City 	 	State 	 	Note Date	 	Maturity

 Date	 	Mortgage

Rate 	 	Original Term

to Maturity (mos.) 	 	Remaining
Term

to Maturity (mos.)	 	Original

Amortization

Term (mos.) 	 	ARD 

(Yes/No) 	 	Primary Servicing

Fee
Rate	 	Pari
Passu

Loan Primary 

Servicing

Fee Rate	 
	SMF III	 	23	 	Rockside Place Apartments	 	$9,000,000	 	12205 Valley Lane Drive	 	Garfield Heights	 	OH	 	10/29/2015	 	11/6/2025	 	4.618%	 	120	 	120	 	360	 	No	 	0.04500%	 	0.00000%	 
	SMF III	 	24	 	Auburn Ridge Office	 	$8,700,000	 	3850 Hamlin Road	 	Auburn Hills	 	MI	 	10/22/2015	 	11/6/2025	 	4.700%	 	120	 	120	 	240	 	No	 	0.00500%	 	0.00000%	 
	SMF III	 	25	 	Fairfield Inn & Suites Kansas City	 	$8,300,000	 	8101 North Church Road	 	Kansas City	 	MO	 	10/13/2015	 	11/6/2025	 	4.734%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%	 
	SMF III	 	28	 	Weeping Cherry Apartments	 	$7,500,000	 	1550 West Royalton Road	 	Broadview Heights	 	OH	 	10/27/2015	 	11/6/2025	 	4.550%	 	120	 	120	 	360	 	No	 	0.04500%	 	0.00000%	 
	SMF III	 	32	 	Parkwood Village Apartments	 	$6,350,000	 	4920 Winters Chapel Road	 	Dunwoody	 	GA	 	10/28/2015	 	11/6/2025	 	4.707%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%	 
	SMF III	 	35	 	La Quinta Russellville	 	$6,000,000	 	111 East Harrell Drive	 	Russellville	 	AR	 	10/14/2015	 	11/6/2025	 	4.800%	 	120	 	120	 	300	 	No	 	0.00500%	 	0.00000%	 
	SMF III	 	52	 	Dollar General Portfolio	 	$2,050,000	 	 	 	 	 	 	 	10/30/2015	 	11/6/2025	 	5.278%	 	120	 	120	 	360	 	No	 	0.04500%	 	0.00000%	 
	SMF III	 	52.01	 	Dollar General Portfolio - Ashland	 	$582,472	 	874 Railroad Street	 	Ashland	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	52.02	 	Dollar General Portfolio - Jennerstown	 	$514,391	 	1297 West Pitt Street	 	Jennerstown	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	52.03	 	Dollar General Portfolio - Mt. Holly Springs	 	$544,650	 	406 North Baltimore Avenue	 	Mount Holly Springs	 	PA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	52.04	 	Dollar General Portfolio - Coxs Creek	 	$408,487	 	6668 New Shepherdsville Road	 	Coxs Creek	 	KY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 








 






    	Schedule IV-2



    	 



    

 


SCHEDULE
V


 


List of Mortgage Loans Secured by
the Interest of the Related Mortgagor Under a Ground Lease, Space Lease or Air Rights Lease (Section 8.3(i))


 


Hotel Valencia Santana Row

Granite 190

1 Emerson Lane

Gateway Fairfield


 






    	Schedule V-1



    	 



    

 


SCHEDULE
VI


 


List of Mortgagors that are Third-Party
Beneficiaries Under Section 2.3(a)


 


None.


 






    	Schedule VI-1



    	 



    

 


SCHEDULE
VII


 


Certain Escrow Accounts for Which
a Required Repair is Outstanding Under Section 5.1(g)


 


535-545 Fifth Avenue 


U-Haul Portfolio 


FedEx - Manassas, VA 


Broadstone Medical Apartments 


Durham Plaza 


La Quinta Russellville 


Spyglass Apartments



 






    	Schedule VII-1



    	 



    

 


SCHEDULE
VIII


 


Mortgage Loans as to Which a Lender
Register is to be Maintained


 


Herald Center

University Place Apartments


 






    	Schedule VIII-1



    	 



    

 


SCHEDULE
IX


 


Mortgage Loans Secured by Mortgaged Properties

Covered by an Environmental Insurance Policy


 


U-Haul Portfolio




 






    	Schedule IX-1



    	 



    

 


SCHEDULE X






SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE


 


The assessment of compliance
to be delivered shall address, at a minimum, the criteria identified below as “Relevant Servicing Criteria”.


 


	 	Relevant
    Servicing Criteria	Applicable
    

    Party(ies)
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	 	 	 
	1122(d)(1)(i)	Policies and procedures
        are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.

         
	Certificate
        Administrator

        Master
        Servicer

        Special
        Servicer

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
        Administrator

        Master Servicer

        Special
        Servicer

        Custodian
        (if such entity is not also the Certificate Administrator)

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Certificate
        Administrator

        Trustee

        Master Servicer

        Special Servicer

        Custodian
        (if such entity is not also the Certificate Administrator)

         

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.1	Certificate
        Administrator

        Master
        Servicer

        Special
        Servicer

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
    Administrator Master Servicer

    Special Servicer



 





 


 

1
The servicing criteria in Item 1122(d)(1)(v) of Regulation AB shall be applicable on
and after November 23, 2015.


 






    	Schedule X-1



    	 



    

 


	 	Relevant
    Servicing Criteria	Applicable
    

    Party(ies)
	Reference	Criteria	 
	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
        Servicer

        Special Servicer

        Trustee

	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
        Administrator

        Master
        Servicer

        Special
        Servicer

        


	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
    Act.	Certificate
        Administrator

        Master
        Servicer

        Special
        Servicer

        


	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Master
        Servicer

        Special
        Servicer

        Certificate
        Administrator

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	

        Certificate Administrator

        Master
        Servicer

        Special
        Servicer

         

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Servicer.	Certificate
        Administrator

        Trust
        Advisor (excluding clauses (C) and (D) in the case of the Trust Advisor)

         

          

	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Certificate Administrator’s investor records, or such
    other number of days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled	Certificate



 






    	Schedule X-2



    	 



    

 


	 	Relevant
    Servicing Criteria	Applicable
    

    Party(ies)
	Reference	Criteria	 
	 	checks,
    or other form of payment, or custodial bank statements.	Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

        Master
        Servicer

        Special
        Servicer

         

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements.	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
        Administrator

        Master
        Servicer

        Special
        Servicer

         

	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
        Servicer

        Special
        Servicer

         

	1122(d)(4)(v)	The
    Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to
    an obligor’s unpaid principal balance.	Master
        Servicer

         

	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
        Servicer

        Special
        Servicer

         

	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
        Servicer

        Trust
        Advisor

	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
        Servicer

        Special
        Servicer

         

	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
        Servicer

         

	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
        Servicer

         

	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, 	Master
        Servicer

         




 






    	Schedule X-3



    	 



    

 


	 	Relevant
    Servicing Criteria	Applicable
    

    Party(ies)
	Reference	Criteria	 
		or
    such other number of days specified in the transaction agreements.	

         

	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
        Servicer

         

	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
        Servicer

         

	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
Servicer

	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A



 


At all times that the Master Servicer and Special Servicer are
the same entity, the Master Servicer and the Special Servicer may provide a combined assessment of compliance in respect of their
combined responsibilities under Section 1122 of Regulation AB.


 






    	Schedule X-4



    	 



    

 



SCHEDULE
XI


 


Additional Form 10-D Disclosure


 


The parties identified in the “Party Responsible”
column are obligated pursuant to Section 13.4 of the Pooling and Servicing Agreement to disclose to the Depositor and the
Certificate Administrator (or the Master Servicer, to the extent specified in Section 13.4 of the Pooling and Servicing
Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has actual knowledge (and in the case of financial statements required to be provided in connection with
Item 6 below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the
Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the
Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement),
in the absence of specific notice to the contrary from the Depositor or Seller. Each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no
“significant obligor” other than a party identified as such in the Prospectus Supplement. For this Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as
such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the
meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.


 





	Item on Form 10-D	Party Responsible
	
        Item 1: Distribution and Pool Performance Information:

        ·  
           Item 1121 of Regulation AB (other than information contained in the Distribution Date Statement)

         
	
        ·    
        Master Servicer (only with respect to Item 1121(a)(12) of Regulation AB as to non-Specially Serviced Mortgage Loans)

        ·     
        Certificate Administrator

        ·     
        Depositor

	
        Item 2: Legal Proceedings:

        ·  
   Item 1117 of Regulation AB (to the extent material to Certificateholders)
	
        ·     
        Master Servicer (as to itself)

        ·     
        Special Servicer (as to itself)

        ·     
        Certificate Administrator (as to itself)

        ·     
        Trustee (as to itself)

        ·     
        Custodian (as to itself) (if such entity is not also the Certificate Administrator)

        ·     
        Depositor (as to itself)

        ·     
        Any other Reporting Servicer (as to itself)

        ·     
        Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust

        ·     
        Each Seller as sponsor (as defined in Regulation AB)

        ·     
        Originators under Item 1110 of Regulation AB

        ·     
        Party under Item 1100(d)(1) of Regulation 








 



    	Schedule XI-1



    	 



    

 





	 	AB
	Item 3: Sale of Securities and Use of Proceeds	·     Depositor
	Item 4:  Defaults Upon Senior Securities	
        ·    
        Certificate Administrator

        ·    
        Trustee

	Item 5:  Submission of Matters to a Vote of Security Holders	
        ·    
        Certificate Administrator

        ·    
        Trustee

        ·    
        Depositor

	Item 6:  Significant Obligors of Pool Assets	
        ·    
        Depositor

        ·    
        Sponsor

        ·    
        Applicable Seller

        ·    
        Master Servicer

	[Item 7:  Change in Sponsor Interest in the Securities]**	[Each Seller as to itself and its affiliates]**
	[Item 7][Item 8]**:  Significant Enhancement Provider Information	·      Depositor
	[Item 8][Item 9]**:  Other Information	
        ·    
        Certificate Administrator (including the balances of the Distribution Account, the Interest Reserve Account, the Excess
        Liquidation Proceeds Account and the TA Unused Fees Account as of the related Distribution Date and the preceding Distribution
        Date)

        ·    
        Master Servicer (with respect to the balances of each REO Account (to the extent the related information has been received
        from the Special Servicer within the time period specified in Section 13.4 of the Pooling and Servicing Agreement) and the Collection
        Account as of the related Distribution Date and the preceding Distribution Date)

        ·    
        Special Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding
        Distribution Date)

        ·    
        Any other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e)
        of Regulation AB to the extent material to Certificateholders)

	[Item 9][Item 10]**:  Exhibits	
        ·     
        Certificate Administrator

        ·     
Depositor





 



    	Schedule XI-2



    	 



    

 


	 	
        ·     
        Master Servicer

        ·     
        Special Servicer










 


* Effective from and after November 23, 2016, unless otherwise indicated
by the Commission in a manner satisfactory to the Depositor.


** Effective from and after November 23, 2015.


 



    	Schedule XI-3



    	 



    

 


SCHEDULE
XII


Additional Form 10-K Disclosure


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 13.5 of the Pooling and Servicing Agreement to disclose to the
Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item
on Form 10-K” column to the extent such party has actual knowledge (and in the case of financial statements required to be
provided in connection with 1112(b) below, possession) of such information (other than information as to itself). Each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on
the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the
Prospectus Supplement), in the absence of specific notice to the contrary from the Depositor or a Seller. Each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively
assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For
this Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
(in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative
instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.


 





	Item on Form 10-K	Party Responsible
	
        Item 1B: Unresolved Staff Comments
	·     Depositor
	Item 9B:  Other Information	
        ·    
Certificate Administrator

        ·    
Any other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e)
of Regulation AB to the extent material to Certificateholders)

	Item 15:  Exhibits, Financial Statement Schedules	
        ·    
        Certificate Administrator

        ·    
Depositor

	
        Additional Item:

         

        Disclosure per Item 1117 of Regulation AB (to the extent
        material to Certificateholders)
	
        ·    
        Master Servicer (as to itself)

        ·    
Special Servicer (as to itself)

        ·    
Certificate Administrator (as to itself)

        ·    
Trustee (as to itself)

        ·    
Custodian (as to itself) (if such entity is not also the Certificate Administrator)

        ·    
Depositor (as to itself)

        ·    
Any other Reporting Servicer (as to itself)

        ·    
Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust

        ·    
Each Seller as sponsor (as defined in





 



    	Schedule XII-1



    	 



    

 


	 	
         Regulation AB)

        ·     
        Originators under Item 1110 of Regulation AB

        ·     
        Party under Item 1100(d)(1) of Regulation AB

	
        Additional Item:

        Disclosure per Item 1119 of Regulation AB
	
        ·     
        Master Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under Item 1119(a)
        with the Trustee, the Custodian (if such entity is not also the Certificate Administrator), the Certificate Administrator, the
        Special Servicer, significant obligor contemplated by Item 1112, the Trust Advisor, any sub-servicer meeting any of the descriptions
        in Item 1108(a)(3) or any enhancement or support provider contemplated by Items 1114 or 1115)

        ·     
        Special Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under Item 1119(a)
        with the Trustee, the Custodian (if such entity is not also the Certificate Administrator), the Certificate Administrator, the
        Master Servicer, significant obligor contemplated by Item 1112, the Trust Advisor, any sub-servicer meeting any of the descriptions
        in Item 1108(a)(3) or any enhancement or support provider contemplated by Items 1114 or 1115)

        ·     
        Certificate Administrator (as to itself) (to the extent material to Certificateholders)

        ·     
        Trustee (as to itself) (to the extent material to Certificateholders)

        ·     
        Custodian (as to itself, if such entity is not also the Certificate Administrator) (to the extent material to Certificateholders)

        ·     
        Depositor (as to itself and the Trust)

        ·     
        Trustee/Certificate Administrator/Custodian (if such entity is not also the Certificate Administrator)/Master Servicer/Depositor/Trust
        Advisor/Special Servicer as to the Trust

        ·     
        Each Seller as sponsors (as defined in Regulation AB)

        ·     
Originators under Item 1110 of Regulation AB (to be provided by the Depositor)





 



    	Schedule XII-2



    	 



    

 


	 	·     Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)
	
        Additional Item:

        Disclosure per Item 1112(b) of Regulation AB
	
        ·     
        Depositor

        ·     
        Each Applicable Seller as sponsor (as defined in Regulation AB)

        ·     
Master Servicer

	
        Additional Item:

        Disclosure per Items 1114(b)(2) and 1115(b) of Regulation
        AB
	
        ·     
Depositor





 



    	Schedule XII-3



    	 



    

 





SCHEDULE
XIII


Form 8-K Disclosure Information


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 13.7 of the Pooling and Servicing Agreement to report to the
Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described
in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information (other than information
as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity
as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself
that is set forth in or omitted from the Prospectus Supplement), in the absence of specific notice to the contrary from the Depositor
or a Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity
as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified
as such in the Prospectus Supplement. For this Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of
credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a
party identified as such in the Prospectus Supplement.


 


	Item on Form 8-K	Party Responsible 
	
        Item 1.01- Entry into a Material Definitive Agreement

         

        Disclosure is required regarding entry into or amendment
        of any definitive agreement that is material to the securitization, even if depositor is not a party.

        

        Examples: servicing agreement, custodial agreement.

        

        Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus
	·     Trustee/Certificate Administrator/Custodian (if such entity is not also the Certificate Administrator)/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party to or entered into on behalf of the Trust)
	
        Item 1.02- Termination of a Material Definitive Agreement

         

        Disclosure is required regarding termination of any definitive
        agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not
        a party.

        

        Examples: servicing agreement, custodial
	·     Trustee/Certificate Administrator/Custodian (if such entity is not also the Certificate Administrator)/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party to or entered into on behalf of the Trust)



 



    	Schedule XIII-1



    	 



    

 


	agreement.	 
	Item 1.03- Bankruptcy or Receivership	·     Depositor
	
        Item 2.04- Triggering Events that Accelerate or Increase
        a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

         

        Includes an early amortization, performance trigger
or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization
schedule.



Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.
	
        ·    
        Depositor

        ·    
        Certificate Administrator (with respect to an Obligation under an Off-Balance Sheet Arrangement, if any)

	
        Item 3.03- Material Modification to Rights of Security Holders

         

        Disclosure is required of any material modification
to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement.
	·     Certificate Administrator
	
        Item 5.03- Amendments to Articles of Incorporation or Bylaws;
        Change in Fiscal Year

         

        Disclosure is required of any amendment “to
the governing documents of the issuing entity”.
	·     Depositor
	Item 5.07 - Submission of Matters to a Vote of Security Holders	
        ·    
        Certificate Administrator

        ·    
        Trustee

        ·    
        Depositor

	Item 6.01- ABS Informational and Computational Material	·     Depositor
	
        Item 6.02- Change of Servicer or Trustee

         

        Requires disclosure of any removal, replacement,
substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time
of report, other material servicers or trustee.
	
        ·    
        Master Servicer (as to itself or a servicer retained by it)

        ·    
        Special Servicer (as to itself or a servicer retained by it)

        ·    
        Certificate Administrator (as to itself as Certificate Administrator)

        ·    
        Custodian (as to itself as Custodian) (if such entity is not also the Certificate





 



    	Schedule XIII-2



    	 



    

 


	 	
        Administrator)

        ·     
        Trustee (as to Trustee)

        ·     
        Depositor

	Reg AB disclosure about any new servicer or master servicer is required.	·      Master Servicer or Special Servicer, as applicable (in each case, as to itself, or a sub-servicer retained by it)
	Reg AB disclosure about any new Trustee is required.	·      Trustee
	Reg AB disclosure about any new Certificate Administrator is required.	·      Certificate Administrator
	Reg AB disclosure about any new Custodian is required.	·      Custodian (if such entity is not also the Certificate Administrator)
	Item 6.03- Change in Credit Enhancement or Other External Support	
        ·     
        Depositor

        ·     
        Certificate Administrator

	Item 6.04- Failure to Make a Required Distribution	·      Certificate Administrator
	
        Item 6.05- Securities Act Updating Disclosure

         

        If any material pool characteristic differs by 5%
or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure
about the actual asset pool.



If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide
the information called for in Items 1108 and 1110 respectively.

         
	·      Depositor
	Item 7.01- Regulation FD Disclosure	·      Depositor
	
        Item 8.01 – Other Events

         

        Any event, with respect to which information is
not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders.
	
        ·     
        Depositor

        ·     
        Master Servicer, Special Servicer and each Applicable Seller as sponsor (as defined in Regulation AB)

	Item 9.01 - Financial Statements and Exhibits	·      Responsible party for reporting/disclosing the financial statement or exhibit




 



    	Schedule XIII-3



    	 



    

 


SCHEDULE
XIV


Additional Disclosure Notification


 


INSTRUCTIONS: 


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO [cts.sec.notifications@wellsfargo.com],
stephen.holmes@morganstanley.com AND VIA FIRST CLASS MAIL TO MORGAN STANLEY CAPITAL I INC.


 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESSES IMMEDIATELY BELOW


 


Wells Fargo Bank, National Association, as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045


Attn: [Corporate Trust Services—]MSBAM 2015-C27[—SEC
REPORT PROCESSING]


Email: [cts.sec.notifications@wellsfargo.com]


 


Morgan Stanley Capital I Inc., as Depositor


1585 Broadway


New York, New York 10036


Attn:Stephen Holmes


Facsimile: (646) 435-2881


Email: stephen.holmes@morganstanley.com


 


		RE:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



 


Ladies and Gentlemen:


In accordance with Section [ ] of the Pooling
and Servicing Agreement, dated as of [           ][           ], 2015, among [           ], as [           ], [           ], as [           ], [           ], as [           ] and [           ], as [           ]. the undersigned,
as [            ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


Description of Additional Form [10-D][10-K][8-K]
Disclosure:






[With respect to Collection Account and
REO Account balance information:


	Account Name	Beginning Balance as of 

MM/DD/YYYY	Ending Balance as of 

MM/DD/YYYY
	Collection Account	 	 
	REO Account	 	 


 



    	Schedule XIV-1



    	 



    

 


]


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification
should be directed to [                   ], phone number: [           ]; email address: [                    ].


	 	 	 
	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 



    	Schedule XIV-2



    	 



    

 


SCHEDULE
XV


Seller Sub-Servicers


 


NorthMarq Capital, LLC 


Sunrise Mortgage and Investment Company 


GEMSA Loan Services, L.P. 


Bellwether Enterprise Real Estate Capital,
LLC 


Holliday Fenoglio Fowler, L.P. 


PFG Servicing Corporation 


Commercial Capital Advisors, Inc.


 



    	Schedule XV-1



    	 



    

 


SCHEDULE
XVI


 


Letters of Credit


 


None.


 



    	Schedule XVI-1



    	 



    

 


SCHEDULE
XVII


 


Class A-SB Planned Principal Balance





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Month	 	 	 	Balance
    ($)	 	 	 	Month	 	 	 	Balance
    ($)	 	 	 	Month	 	 	 	Balance($)	 
	 	0	 	 	 	72,000,000.00	 	 	 	40	 	 	 	72,000,000.00	 	 	 	80	 	 	 	45,836,044.42	 
	 	1	 	 	 	72,000,000.00	 	 	 	41	 	 	 	72,000,000.00	 	 	 	81	 	 	 	44,529,882.90	 
	 	2	 	 	 	72,000,000.00	 	 	 	42	 	 	 	72,000,000.00	 	 	 	82	 	 	 	43,218,381.92	 
	 	3	 	 	 	72,000,000.00	 	 	 	43	 	 	 	72,000,000.00	 	 	 	83	 	 	 	41,819,752.47	 
	 	4	 	 	 	72,000,000.00	 	 	 	44	 	 	 	72,000,000.00	 	 	 	84	 	 	 	40,497,174.27	 
	 	5	 	 	 	72,000,000.00	 	 	 	45	 	 	 	72,000,000.00	 	 	 	85	 	 	 	39,087,781.06	 
	 	6	 	 	 	72,000,000.00	 	 	 	46	 	 	 	72,000,000.00	 	 	 	86	 	 	 	37,754,036.26	 
	 	7	 	 	 	72,000,000.00	 	 	 	47	 	 	 	72,000,000.00	 	 	 	87	 	 	 	36,414,839.10	 
	 	8	 	 	 	72,000,000.00	 	 	 	48	 	 	 	72,000,000.00	 	 	 	88	 	 	 	34,827,557.04	 
	 	9	 	 	 	72,000,000.00	 	 	 	49	 	 	 	72,000,000.00	 	 	 	89	 	 	 	33,476,401.23	 
	 	10	 	 	 	72,000,000.00	 	 	 	50	 	 	 	72,000,000.00	 	 	 	90	 	 	 	32,039,239.07	 
	 	11	 	 	 	72,000,000.00	 	 	 	51	 	 	 	72,000,000.00	 	 	 	91	 	 	 	30,676,686.03	 
	 	12	 	 	 	72,000,000.00	 	 	 	52	 	 	 	72,000,000.00	 	 	 	92	 	 	 	29,228,449.15	 
	 	13	 	 	 	72,000,000.00	 	 	 	53	 	 	 	72,000,000.00	 	 	 	93	 	 	 	27,854,406.89	 
	 	14	 	 	 	72,000,000.00	 	 	 	54	 	 	 	72,000,000.00	 	 	 	94	 	 	 	26,474,747.33	 
	 	15	 	 	 	72,000,000.00	 	 	 	55	 	 	 	72,000,000.00	 	 	 	95	 	 	 	25,009,887.97	 
	 	16	 	 	 	72,000,000.00	 	 	 	56	 	 	 	72,000,000.00	 	 	 	96	 	 	 	23,618,601.11	 
	 	17	 	 	 	72,000,000.00	 	 	 	57	 	 	 	72,000,000.00	 	 	 	97	 	 	 	22,142,443.48	 
	 	18	 	 	 	72,000,000.00	 	 	 	58	 	 	 	72,000,000.00	 	 	 	98	 	 	 	20,739,435.49	 
	 	19	 	 	 	72,000,000.00	 	 	 	59	 	 	 	72,000,000.00	 	 	 	99	 	 	 	19,330,691.62	 
	 	20	 	 	 	72,000,000.00	 	 	 	60	 	 	 	71,917,029.25	 	 	 	100	 	 	 	17,758,953.49	 
	 	21	 	 	 	72,000,000.00	 	 	 	61	 	 	 	70,631,906.84	 	 	 	101	 	 	 	16,338,027.85	 
	 	22	 	 	 	72,000,000.00	 	 	 	62	 	 	 	69,427,083.83	 	 	 	102	 	 	 	14,833,070.10	 
	 	23	 	 	 	72,000,000.00	 	 	 	63	 	 	 	68,217,336.11	 	 	 	103	 	 	 	13,400,184.10	 
	 	24	 	 	 	72,000,000.00	 	 	 	64	 	 	 	66,747,454.69	 	 	 	104	 	 	 	11,883,604.43	 
	 	25	 	 	 	72,000,000.00	 	 	 	65	 	 	 	65,526,758.68	 	 	 	105	 	 	 	10,438,661.54	 
	 	26	 	 	 	72,000,000.00	 	 	 	66	 	 	 	64,216,364.67	 	 	 	106	 	 	 	8,987,811.10	 
	 	27	 	 	 	72,000,000.00	 	 	 	67	 	 	 	62,985,324.25	 	 	 	107	 	 	 	7,453,775.32	 
	 	28	 	 	 	72,000,000.00	 	 	 	68	 	 	 	61,664,878.56	 	 	 	108	 	 	 	5,990,722.99	 
	 	29	 	 	 	72,000,000.00	 	 	 	69	 	 	 	60,423,410.26	 	 	 	109	 	 	 	4,444,830.59	 
	 	30	 	 	 	72,000,000.00	 	 	 	70	 	 	 	59,176,867.29	 	 	 	110	 	 	 	2,969,477.87	 
	 	31	 	 	 	72,000,000.00	 	 	 	71	 	 	 	57,841,357.72	 	 	 	111	 	 	 	1,488,093.10	 
	 	32	 	 	 	72,000,000.00	 	 	 	72	 	 	 	56,584,261.76	 	 	 	112 and	 	 	 	 	 
	 	33	 	 	 	72,000,000.00	 	 	 	73	 	 	 	55,238,497.82	 	 	 	thereafter	 	 	 	0.00	 
	 	34	 	 	 	72,000,000.00	 	 	 	74	 	 	 	53,970,763.70	 	 	 	 	 	 	 	 	 
	 	35	 	 	 	72,000,000.00	 	 	 	75	 	 	 	52,697,847.39	 	 	 	 	 	 	 	 	 
	 	36	 	 	 	72,000,000.00	 	 	 	76	 	 	 	51,170,676.96	 	 	 	 	 	 	 	 	 
	 	37	 	 	 	72,000,000.00	 	 	 	77	 	 	 	49,886,319.36	 	 	 	 	 	 	 	 	 
	 	38	 	 	 	72,000,000.00	 	 	 	78	 	 	 	48,514,065.21	 	 	 	 	 	 	 	 	 
	 	39	 	 	 	72,000,000.00	 	 	 	79	 	 	 	47,218,849.46	 	 	 	 	 	 	 	 	 




 



    	Schedule XVII-1



    	 



    

 


SCHEDULE
XVIII


Hospitality Properties Subject to Franchise,
Management or Similar Agreement


 


Crowne Plaza - Hollywood, FL 


Fairfield Inn & Suites Kansas City 


Cambria Suites Raleigh-Durham Airport 


La Quinta Russellville


Holiday Inn Express & Suites - Corpus
Christi, TX


 



    	Schedule XVIII-1