Exhibit 4.2

 


EXECUTION
VERSION


	 
	 
	MORGAN
    STANLEY CAPITAL I INC.
	as
    Depositor,
	 
	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,
	as
    Master Servicer,
	 
	LNR
    PARTNERS, LLC,
	as
    General Special Servicer,
	 
	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,
	as
    Excluded Mortgage Loan Special Servicer,
	 
	PENTALPHA
    SURVEILLANCE 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 June 1, 2015
	 
	MORGAN
    STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2015-C23,
	COMMERCIAL
    MORTGAGE PASS-THROUGH CERTIFICATES
	SERIES
    2015-C23
	 



 



    	 



    	 



    


 


TABLE
OF CONTENTS


	 	 	 	 	 
	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE I
	DEFINITIONS;
	CALCULATIONS AND CERTAIN
    OTHER MATTERS
	 	 	 	 	 
	Section 1.1	 	Definitions	 	6
	Section 1.2	 	Calculations Respecting Mortgage
    Loans	 	115
	Section 1.3	 	Calculations Respecting Accrued
    Interest	 	118
	Section 1.4	 	Interpretation	 	118
	Section 1.5	 	ARD Loans	 	119
	Section 1.6	 	Certain Matters with Respect to
    Loan Pairs, A/B Whole Loans and Non-Serviced Loan Combinations	 	120
	Section 1.7	 	Rating Agency Confirmations	 	125
	 	 	 	 	 
	ARTICLE II
	DECLARATION OF TRUST;
	ISSUANCES OF CERTIFICATES
	 	 	 	 	 
	Section 2.1	 	Conveyance of Mortgage Loans	 	128
	Section 2.2	 	Acceptance by Trustee	 	131
	Section 2.3	 	Sellers’ Repurchase of Mortgage
    Loans for Material Document Defects and Material Breaches of Representations and Warranties	 	134
	Section 2.4	 	Representations and Warranties	 	142
	Section 2.5	 	Conveyance of Interests	 	144
	Section 2.6	 	Certain Matters Relating to Non-Serviced
    Mortgage Loans	 	144
	 	 	 	 	 
	ARTICLE III
	THE CERTIFICATES
	 	 	 	 	 
	Section 3.1	 	The Certificates	 	144
	Section 3.2	 	Registration	 	145
	Section 3.3	 	Transfer and Exchange of Certificates	 	146
	Section 3.4	 	Mutilated, Destroyed, Lost or Stolen
    Certificates	 	152
	Section 3.5	 	Persons Deemed Owners	 	152
	Section 3.6	 	Access to List of Certificateholders’
    Names and Addresses	 	152
	Section 3.7	 	Book-Entry Certificates	 	153
	Section 3.8	 	Notices to Clearing Agency	 	157
	Section 3.9	 	Definitive Certificates	 	157
	Section 3.10	 	Exchanges of Exchangeable Certificates	 	158
	 
	ARTICLE IV
	ADVANCES
	 	 	 	 	 
	Section 4.1	 	P&I Advances by Master Servicer	 	160


 



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	 	 	 	 	Page
	 	 	 	 	 
	Section 4.1A	 	P&I Advances with Respect to
    Non-Serviced Mortgage Loans and Serviced Pari Passu Mortgage Loans	 	161
	Section 4.2	 	Servicing Advances	 	162
	Section 4.3	 	Advances by the Trustee	 	163
	Section 4.4	 	Evidence of Nonrecoverability	 	163
	Section 4.5	 	Interest on Advances; Calculation
    of Outstanding Advances with Respect to a Mortgage Loan	 	165
	Section 4.6	 	Reimbursement of Advances and Advance
    Interest	 	166
	 	 	 	 	 
	ARTICLE V
	ADMINISTRATION OF THE TRUST
	 	 	 	 	 
	Section 5.1	 	Collections	 	167
	Section 5.2	 	Withdrawals of Funds in the Collection
    Account	 	171
	Section 5.3	 	Distribution Account and Reserve
    Accounts	 	181
	Section 5.4	 	Certificate Administrator Reports	 	183
	Section 5.5	 	Certificate Administrator Tax Reports	 	190
	Section 5.6	 	Access to Certain Information	 	190
	Section 5.7	 	Exchange Act Rule 17g-5 Procedures	 	192
	 	 	 	 	 
	ARTICLE VI
	DISTRIBUTIONS
	 	 	 	 	 
	Section 6.1	 	Distributions Generally	 	199
	Section 6.2	 	Compliance with Withholding Requirements	 	200
	Section 6.3	 	REMIC I	 	200
	Section 6.4	 	REMIC II	 	201
	Section 6.5	 	REMIC III	 	202
	Section 6.6	 	Allocation of Collateral Support
    Deficits	 	209
	Section 6.7	 	Prepayment Interest Shortfalls and
    Net Aggregate Prepayment Interest Shortfalls	 	210
	Section 6.8	 	Adjustment of Master Servicing Fees	 	211
	Section 6.9	 	Appraisal Reductions	 	211
	Section 6.10	 	Prepayment Premiums	 	215
	Section 6.11	 	Allocation of Trust Advisor Expenses	 	217
	 	 	 	 	 
	ARTICLE VII
	CONCERNING THE TRUSTEE,
    THE CUSTODIAN AND THE CERTIFICATE ADMINISTRATOR
	 	 	 	 	 
	Section 7.1	 	Duties of the Trustee, the Custodian
    and the Certificate Administrator	 	221
	Section 7.2	 	Certain Matters Affecting the Trustee,
    the Custodian and the Certificate Administrator	 	223
	Section 7.3	 	The Trustee, the Custodian and the
    Certificate Administrator Not Liable for Certificates or Interests or Mortgage Loans	 	224
	Section 7.4	 	The Trustee, the Custodian and the
    Certificate Administrator May Own Certificates	 	226


 



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	 	 	 	 	Page
	 	 	 	 	 
	Section 7.5	 	Eligibility Requirements for the
    Trustee, the Custodian and the Certificate Administrator	 	226
	Section 7.6	 	Resignation and Removal of the Trustee,
    the Custodian or the Certificate Administrator	 	227
	Section 7.7	 	Successor Trustee, Custodian or
    Certificate Administrator	 	231
	Section 7.8	 	Merger or Consolidation of Trustee,
    Custodian or Certificate Administrator	 	232
	Section 7.9	 	Appointment of Co-Trustee, Separate
    Trustee, Agents or Custodian	 	233
	Section 7.10	 	Authenticating Agents	 	234
	Section 7.11	 	Indemnification of Trustee, the
    Custodian and the Certificate Administrator	 	235
	Section 7.12	 	Fees and Expenses of Trustee, the
    Custodian and the Certificate Administrator	 	238
	Section 7.13	 	Collection of Moneys	 	238
	Section 7.14	 	Trustee To Act; Appointment of Successor	 	239
	Section 7.15	 	Notification to Holders	 	241
	Section 7.16	 	Representations and Warranties of
    the Trustee, the Custodian and the Certificate Administrator	 	241
	Section 7.17	 	Fidelity Bond and Errors and Omissions
    Insurance Policy Maintained by the Trustee, the Custodian and the Certificate Administrator	 	244
	Section 7.18	 	Capacities	 	244
	 	 	 	 	 
	ARTICLE VIII
	ADMINISTRATION AND SERVICING
    OF MORTGAGE LOANS
	 	 	 	 	 
	Section 8.1	 	Servicing Standard; Servicing Duties	 	245
	Section 8.2	 	Fidelity Bond and Errors and Omissions
    Insurance Policy Maintained by the Master Servicer	 	247
	Section 8.3	 	Master Servicer’s General
    Power and Duties	 	248
	Section 8.4	 	Sub-Servicing	 	256
	Section 8.5	 	Master Servicer May Own Certificates	 	257
	Section 8.6	 	Maintenance of Hazard Insurance,
    Other Insurance, Taxes and Other	 	258
	Section 8.7	 	Enforcement of Due-on-Sale Clauses;
    Assumption Agreements; Due-on-Encumbrance Clause	 	260
	Section 8.8	 	Custodian to Cooperate; Release
    of Trust Mortgage Files	 	264
	Section 8.9	 	Documents, Records and Funds in
    Possession of Master Servicer to be Held for the Trustee for the Benefit of the Certificateholders	 	265
	Section 8.10	 	Servicing Compensation	 	266
	Section 8.11	 	Master Servicer Reports; Account
    Statements	 	269
	Section 8.12	 	Reserved	 	271
	Section 8.13	 	Reserved	 	271
	Section 8.14	 	CREFC® Operating
    Statement Analysis Reports Regarding the Mortgaged Properties	 	271
	Section 8.15	 	Other Available Information and
    Certain Rights of the Master Servicer	 	273
	Section 8.16	 	Rule 144A Information	 	274
	Section 8.17	 	Inspections	 	275
	Section 8.18	 	Modifications, Waivers, Amendments,
    Extensions and Consents	 	276


 



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	 	 	 	 	Page
	 	 	 	 	 
	Section 8.19	 	Specially Serviced Mortgage Loans	 	278
	Section 8.20	 	Representations, Warranties and
    Covenants of the Master Servicer	 	279
	Section 8.21	 	Merger or Consolidation	 	280
	Section 8.22	 	Resignation of Master Servicer	 	281
	Section 8.23	 	Assignment or Delegation of Duties
    by Master Servicer	 	282
	Section 8.24	 	Limitation on Liability of the Master
    Servicer and Others	 	283
	Section 8.25	 	Indemnification; Third-Party Claims	 	285
	Section 8.26	 	Loan Registry	 	287
	Section 8.27	 	Compliance with REMIC Provisions
    and Grantor Trust Provisions	 	287
	Section 8.28	 	Termination	 	288
	Section 8.29	 	Procedure Upon Termination	 	291
	Section 8.30	 	Certain Matters with Respect to
    Joint Mortgage Loans	 	293
	 	 	 	 	 
	ARTICLE IX
	ADMINISTRATION AND SERVICING
    OF
	SPECIALLY SERVICED MORTGAGE
    LOANS BY SPECIAL SERVICER
	 	 	 	 	 
	Section 9.1	 	Duties of Special Servicer	 	297
	Section 9.2	 	Fidelity Bond and Errors and Omissions
    Insurance Policy of Special Servicer	 	299
	Section 9.3	 	Special Servicer General Powers
    and Duties	 	299
	Section 9.4	 	Sub-Servicers	 	302
	Section 9.5	 	“Due-on-Sale” Clauses;
    Assignment and Assumption Agreements; Modifications of Specially Serviced Mortgage Loans; Due-on-Encumbrance Clauses	 	302
	Section 9.6	 	Custodian to Cooperate; Release
    of Mortgage Files	 	307
	Section 9.7	 	Documents, Records and Funds in
    Possession of Special Servicer To Be Held for the Trustee	 	308
	Section 9.8	 	Representations, Warranties and
    Covenants of the Special Servicer	 	309
	Section 9.9	 	Standard Hazard, Flood and Commercial
    General Liability Policies	 	310
	Section 9.10	 	Presentment of Claims and Collection
    of Proceeds	 	312
	Section 9.11	 	Compensation to the Special Servicer	 	313
	Section 9.12	 	Realization Upon Defaulted Loans	 	316
	Section 9.13	 	Foreclosure	 	318
	Section 9.14	 	Operation of REO Property	 	319
	Section 9.15	 	Sale of REO Property	 	322
	Section 9.16	 	Realization on Collateral Security	 	324
	Section 9.17	 	Sale of Defaulted Loans	 	324
	Section 9.18	 	A/B Whole Loans	 	328
	Section 9.19	 	Reserved	 	328
	Section 9.20	 	Merger or Consolidation	 	328
	Section 9.21	 	Resignation of Special Servicer	 	329
	Section 9.22	 	Assignment or Delegation of Duties
    by Special Servicer	 	330
	Section 9.23	 	Limitation on Liability of the Special
    Servicer and Others	 	331
	Section 9.24	 	Indemnification; Third-Party Claims	 	334
	Section 9.25	 	Reserved	 	336
	Section 9.26	 	Special Servicer May Own Certificates	 	336


 


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	 	 	 	 	Page
	 	 	 	 	 
	Section 9.27	 	Tax Reporting	 	336
	Section 9.28	 	Application of Funds Received	 	336
	Section 9.29	 	Compliance with REMIC Provisions
    and Grantor Trust Provisions	 	337
	Section 9.30	 	Termination	 	337
	Section 9.31	 	Procedure Upon Termination	 	343
	Section 9.32	 	Certain Special Servicer Reports	 	344
	Section 9.33	 	Special Servicer to Cooperate with
    the Master Servicer, the Trustee, the Custodian and the Certificate Administrator	 	349
	Section 9.34	 	Litigation Control	 	351
	Section 9.35	 	Excluded Mortgage Loan Notices	 	354
	 	 	 	 	 
	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	 	354
	Section 10.2	 	Limitation on Liability of Controlling
    Class Representative; Acknowledgements of the Certificateholders	 	356
	Section 10.3	 	Rights and Powers of Controlling
    Class Representative	 	357
	Section 10.4	 	Controlling Class Representative
    and Trust Advisor Contact with Master Servicer and Special Servicer	 	360
	Section 10.5	 	Appointment, Duties and Compensation
    of the Trust Advisor	 	360
	Section 10.6	 	Representations, Warranties and
    Covenants of the Trust Advisor	 	366
	Section 10.7	 	Merger or Consolidation of the Trust
    Advisor	 	367
	Section 10.8	 	Resignation of Trust Advisor	 	368
	Section 10.9	 	Assignment or Delegation of Duties
    by Trust Advisor	 	369
	Section 10.10	 	Limitation on Liability of the Trust
    Advisor and Others	 	369
	Section 10.11	 	Indemnification; Third-Party Claims	 	371
	Section 10.12	 	Termination of the Trust Advisor	 	372
	Section 10.13	 	Rights of the Holders of a Serviced
    B Note and Serviced Companion Loan	 	376
	Section 10.14	 	Rights of Non-Directing Holders	 	377
	 	 	 	 	 
	ARTICLE XI
	PURCHASE AND TERMINATION
    OF THE TRUST
	 	 	 	 	 
	Section 11.1	 	Termination of Trust Upon Repurchase
    or Liquidation of All Mortgage Loans	 	378
	Section 11.2	 	Procedure Upon Termination of Trust	 	381
	Section 11.3	 	Additional Trust Termination Requirements	 	382
	 	 	 	 	 
	ARTICLE XII
	REMIC AND GRANTOR TRUST
    ADMINISTRATION
	 	 	 	 	 
	Section 12.1	 	REMIC Administration	 	383
	Section 12.2	 	Prohibited Transactions and Activities	 	389


 



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	 	 	 	 	Page
	 	 	 	 	 
	Section 12.3	 	Modifications of Mortgage Loans	 	389
	Section 12.4	 	Liability with Respect to Certain
    Taxes and Loss of REMIC Status	 	389
	Section 12.5	 	Grantor Trust	 	390
	Section 12.6	 	Grantor Trust Reporting Requirements	 	391
	 	 	 	 	 
	ARTICLE XIII
	EXCHANGE ACT REPORTING AND
    REGULATION AB COMPLIANCE
	 	 	 	 	 
	Section 13.1	 	Intent of the Parties; Reasonableness	 	392
	Section 13.2	 	Information to be Provided by the
    Master Servicer, the Special Servicer, the Custodian, any Primary Servicer and the Certificate Administrator	 	393
	Section 13.3	 	Filing Obligations	 	395
	Section 13.4	 	Form 10-D Filings	 	395
	Section 13.5	 	Form 10-K Filing	 	398
	Section 13.6	 	Sarbanes-Oxley Certification	 	400
	Section 13.7	 	Form 8-K Filings	 	401
	Section 13.8	 	Suspension of Exchange Act Filings;
    Incomplete Exchange Act Filings; Amendments to Exchange Act Reports	 	403
	Section 13.9	 	Annual Compliance Statements	 	404
	Section 13.10	 	Annual Reports on Assessment of
    Compliance with Servicing Criteria	 	406
	Section 13.11	 	Annual Independent Public Accountants’
    Servicing Report	 	408
	Section 13.12	 	Indemnification	 	409
	Section 13.13	 	Amendments	 	413
	Section 13.14	 	Exchange Act Report Signatures	 	413
	Section 13.15	 	Significant Obligors	 	414
	 	 	 	 	 
	ARTICLE XIV
	MISCELLANEOUS PROVISIONS
	 	 	 	 	 
	Section 14.1	 	Binding Nature of Agreement	 	415
	Section 14.2	 	Entire Agreement	 	415
	Section 14.3	 	Amendment	 	415
	Section 14.4	 	GOVERNING LAW	 	418
	Section 14.5	 	Notices	 	418
	Section 14.6	 	Severability of Provisions	 	421
	Section 14.7	 	Indulgences; No Waivers	 	421
	Section 14.8	 	Headings Not to Affect Interpretation	 	421
	Section 14.9	 	Benefits of Agreement	 	421
	Section 14.10	 	Reserved	 	422
	Section 14.11	 	Counterparts	 	422
	Section 14.12	 	Intention of Parties	 	422
	Section 14.13	 	Recordation of Agreement	 	423
	Section 14.14	 	Rating Agency Surveillance Fees	 	424
	Section 14.15	 	Waiver of Jury Trial	 	424
	Section 14.16	 	Submission to Jurisdiction	 	424
	Section 14.17	 	Limitation on Rights of Holders	 	424


 



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	 	 	 	 	Page
	 	 	 	 	 
	Section 14.18	 	Acts of Holders of Certificates	 	425
	Section 14.19	 	Compliance with Patriot Act	 	427
	Section 14.20	 	Precautionary Trust Indenture Act
    Provisions	 	427
	Section 14.21	 	Limitation on Liability of the Depositor
    and Others	 	427


 


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


 



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	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	 	Form of Exchange Letter
	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
	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
	SCHEDULE XIX	 	Designated Escrow/Reserve Mortgage
    Loans


 


    	-ix-



    	 



    





 





THIS
POOLING AND SERVICING AGREEMENT is dated as of June 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”),
LNR Partners, LLC, as general special servicer (the “General Special
Servicer”), wells fargo bank, national association, as special
servicer with respect to Excluded Mortgage Loans (in such capacity, the “Excluded Mortgage Loan Special Servicer”),
pentalpha surveillance 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 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 other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date,
the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest,
the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest
payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent
the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to
the Trust; (iii) the REMIC III Regular Certificates, the EC REMIC III Regular Interests 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; (iv) the Exchangeable Certificates as consideration for its transfer of the EC REMIC III Regular Interests to the Trust;
and (v) 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, the EC REMIC III Regular Interests 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, (D) the
Class A-S Certificates, representing in the aggregate the entire beneficial ownership of the Class A-S Specific Grantor Trust
Assets, (E) the Class B Certificates, representing in the aggregate the entire beneficial ownership of the Class B Specific Grantor
Trust Assets, (F) the Class C Certificates, representing in the aggregate the entire beneficial ownership of the Class C Specific
Grantor Trust Assets, (G) the Class PST Certificates, representing in the aggregate the entire beneficial ownership of the Class
PST Specific Grantor Trust Assets and (H) the Class V Certificates, representing in the aggregate the entire beneficial ownership
of the Class V Specific Grantor Trust Assets. Excess Interest received on the






    	 



    	 



    




Mortgage
Loans shall be held in the Grantor Trust for the benefit of the Holders of the Class V Certificates. All covenants and agreements
made by the Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit
of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular
Certificates, the holders of the EC REMIC III Regular Interests, the Holders of the Exchangeable 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, the Exchangeable Certificates and the Class X-A 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 June 1, 2015, June 4, 2015, June 4, 2015 and June 5, 2015, respectively
(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-FG, Class X-H, Class D, Class
E, Class F, Class G, Class H, Class V and Class R Certificates will be offered for sale pursuant to a Preliminary Private Placement
Memorandum dated June 2, 2015 (as supplemented by the preliminary private placement memorandum supplements, dated June 4, 2015,
June 4, 2015 and June 5, 2015, respectively, collectively, the “Preliminary Private Placement Memorandum”)
and a final Private Placement Memorandum dated the Pricing Date (the “Private Placement Memorandum”).


 


REMIC
I


 


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


 


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






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REMIC
II


 


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


 


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


 


	Designations of

    REMIC II

    Regular Interests	 	Initial
 REMIC II
 Principal Amount	 	Corresponding

    Certificates	 	Corresponding 

Class X REMIC III

    Regular Interest
	 	 	 	 	 	 	 	 	 
	A-1	 	$	45,800,000	 	 	Class A-1	 	X-A-1
	A-2	 	$	122,100,000	 	 	Class A-2	 	X-A-2
	A-SB	 	$	67,600,000	 	 	Class A-SB	 	X-A-SB
	A-3	 	$	230,000,000	 	 	Class A-3	 	X-A-3
	A-4	 	$	285,394,000	 	 	Class A-4	 	X-A-4
	A-S	 	$	75,089,000	 	 	Class A-S	 	X-A-S
	B	 	$	60,340,000	 	 	Class B	 	N/A
	C	 	$	46,931,000	 	 	Class C	 	N/A
	D	 	$	56,317,000	 	 	Class D	 	N/A
	E	 	$	24,136,000	 	 	Class E	 	N/A
	F	 	$	10,727,000	 	 	Class F	 	X-F
	G	 	$	16,091,000	 	 	Class G	 	X-G
	H	 	$	32,181,368	 	 	Class H	 	X-H


  


REMIC
III


 


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






    	3



    	 



    

 


designated
as the “regular interests” in REMIC III, and the Class R Certificates will evidence the sole class of “residual
interests” in REMIC III for purposes of the REMIC Provisions. 


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


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

Interest(s)
	 	 	 	 	 	 	 
	Class A-1	 	$	45,800,000	 	 	A-1
	Class A-2	 	$	122,100,000	 	 	A-2
	Class A-SB	 	$	67,600,000	 	 	A-SB
	Class A-3	 	$	230,000,000	 	 	A-3
	Class A-4	 	$	285,394,000	 	 	A-4
	Class A-S(a)	 	$	75,089,000	(b)	 	A-S(c)
	Class B(a)	 	$	60,340,000	(b)	 	B(c)
	Class PST(a)	 	$	0	(b)	 	A-S, B and C(c)
	Class C(a)	 	$	46,931,000	(b)	 	C(c)
	Class D	 	$	56,317,000	 	 	D
	Class E	 	$	24,136,000	 	 	E
	Class F	 	$	10,727,000	 	 	F
	Class G	 	$	16,091,000	 	 	G
	Class H	 	$	32,181,368	 	 	H
	Class X-A(d)	 	$	750,894,000	(e)	 	A-1, A-2, A-SB,
    A-3 and A-4(f)
	Class X-B(g)	 	$	75,089,000	(e)	 	A-S(h)
	Class X-FG(i)	 	$	26,818,000	(e)	 	F and G(j)
	Class X-H(k)	 	$	32,181,368	(e)	 	H(l)



 

		(a)	The
                                         Class A-S, Class B and Class C Certificates are not regular interests in a REMIC but
                                         represent ownership of the Class A-S Percentage Interest, the Class B Percentage Interest
                                         and the Class C Percentage Interest, respectively, in the Class A-S REMIC III Regular
                                         Interest, Class B REMIC III Regular Interest and Class C REMIC III Regular Interest,
                                         respectively, each of which EC REMIC III Regular Interests is contained in the Grantor
                                         Trust. The Class PST Certificates are not regular interests in a REMIC but represent
                                         ownership of the Class PST Components. The initial Certificate Balances of the Class
                                         A-S REMIC III Regular Interest, Class B REMIC III Regular Interest and Class C REMIC
                                         III Regular Interest are $75,089,000, $60,340,000 and $46,931,000, respectively.



 






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		(b)	The
                                         Aggregate Certificate Balance of each of the Class A-S, Class B and Class C Certificates
                                         equals the Class A-S Percentage Interest, Class B Percentage Interest and Class C Percentage
                                         Interest, respectively, of the Certificate Balance of the Class A-S REMIC III Regular
                                         Interest, Class B REMIC III Regular Interest and Class C REMIC III Regular Interest,
                                         respectively. The Aggregate Certificate Balance of the Class PST Certificates equals
                                         the sum of the Class PST Component A-S Principal Amount, Class PST Component B Principal
                                         Amount and Class PST Component C Principal Amount.



 


		(c)	REMIC
                                         II Regular Interest A-S is the Corresponding REMIC II Regular Interest with respect to
                                         the Class A-S REMIC III Regular Interest; REMIC II Regular Interest B is the Corresponding
                                         REMIC II Regular Interest with respect to the Class B REMIC III Regular Interest; REMIC
                                         II Regular Interest C is the Corresponding REMIC II Regular Interest with respect to
                                         the Class C REMIC III Regular Interest.



 


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



 


		(e)	Notional
                                         Amount equals the aggregate REMIC II Principal Amount of the Corresponding REMIC II Regular
                                         Interests.



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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), the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific
Grantor Trust Assets and the Class PST Specific Grantor Trust Assets (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. The Class A-S Certificates
shall represent undivided beneficial interests in a portion of






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the
Grantor Trust consisting of the related Class A-S Specific Grantor Trust Assets. The Class B Certificates shall represent undivided
beneficial interests in a portion of the Grantor Trust consisting of the related Class B Specific Grantor Trust Assets. The Class
C Certificates shall represent undivided beneficial interests in a portion of the Grantor Trust consisting of the related Class
C 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 or Exchangeable 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
or Exchangeable Certificate shall be treated as direct ownership of the individual, underlying assets represented by such Certificate
for federal income tax reporting purposes.


 


ARTICLE
I

DEFINITIONS;

CALCULATIONS AND CERTAIN OTHER MATTERS


 


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


 


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


 


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


 


“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.


 


“32
Old Slip Fee Intercreditor Agreement” means, the intercreditor, co-lender or comparable agreement between the initial
holders of the 32 Old Slip Fee Mortgage Loan and the 32 Old Slip Fee Serviced Companion Loan.


 


“32
Old Slip Fee Loan Pair” means, collectively, the 32 Old Slip Fee Mortgage Loan and the 32 Old Slip Fee Serviced
Companion Loan.


 


“32
Old Slip Fee Mortgage” means the Mortgage securing the 32 Old Slip Fee Mortgage Loan and the 32 Old Slip Fee Serviced
Companion Loan.






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“32
Old Slip Fee Mortgage Loan” means the Mortgage Loan evidenced by the promissory notes designated as “Note
A-3” and “Note A-4” and identified as “32 Old Slip Fee” on the Mortgage Loan Schedule, and that
is pari passu in right of payment with the 32 Old Slip Fee Serviced Companion Loan to the extent set forth in the 32 Old
Slip Fee Intercreditor Agreement. The 32 Old Slip Fee Mortgage Loan is a “Mortgage Loan.”


 


“32
Old Slip Fee Serviced Companion Loan” means, collectively, the promissory notes designated as “Note A-1,”
“Note A-2” and “Note A-5” that are not included in the Trust and are secured on a pari passu basis
with the 32 Old Slip Fee Mortgage Loan to the extent set forth in the 32 Old Slip Fee Intercreditor Agreement. The 32 Old Slip
Fee Serviced Companion Loan is not a “Mortgage Loan.”


 


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


 


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


 


“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 Exchangeable Certificates
and the Class X, Class V and Class R Certificates) or EC REMIC III Regular Interest for any Distribution Date, interest accrued
during






    	7



    	 



    




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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 



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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 of all the Certificates of any particular Class
or Classes of Principal Balance Certificates, or, when used with respect to an EC REMIC III Regular Interest, shall have the same
meaning as “Certificate Balance”, or, when used with respect to a Class PST Component, shall mean the Class A-S-PST
Percentage Interest of the Certificate Balance of the Class A-S REMIC III Regular Interest, the Class B-PST Percentage Interest
of the Certificate Balance of the Class B REMIC III Regular Interest or the Class C-PST Percentage Interest of the Certificate
Balance of the Class C REMIC III Regular Interest, as applicable.


 






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


 


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


 


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


 


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


 


“Applicable
Control Party” means, with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), A/B Whole Loan,
Loan Pair or related REO Property, as the context may require, subject to the restrictions set forth in Section 10.1(c),
the Controlling Class Representative (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 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.


 






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


 


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


 


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


 


(c)          solely
in the case of a delinquent Balloon Payment, (i) the date occurring sixty (60) days beyond the date on which that Balloon Payment
was due (except as described in 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


 






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


 






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


 


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


 


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


 


“ARD
Loan” means any Mortgage Loan, Serviced B Note or Serviced Companion Loan that provides that if the unamortized
principal balance thereof is not repaid by a date certain set forth in the related loan documents, such Mortgage Loan, Serviced
B Note or Serviced Companion Loan, as the case may be, will accrue additional interest (payable under the related loan documents
only after the original principal balance of the subject Mortgage Loan, Serviced B Note or Serviced Companion Loan, as the case
may be, has been paid or otherwise discharged in full and, for the avoidance of doubt, excluding from such determination regarding
the repayment or discharge of such original principal balance any Excess Interest capitalized as 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 Loans related to the Trust are the 32 Old Slip Fee Mortgage
Loan and the 32 Old Slip Fee Serviced Companion Loan.


 


“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 32 Old Slip Fee Mortgage Loan.


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Available
Distribution Amount” means, with respect to any Distribution Date, an amount equal to the aggregate, without duplication,
of the following amounts payable with respect to the Certificates: (a) all amounts on deposit in the Distribution Account (or
any subaccount thereof) as of the commencement of business on such Distribution Date that represent payments and other collections
on or in respect of the Mortgage Loans and any REO Properties that were received by the Master Servicer or the Special Servicer
through the end of the related Collection Period (together with any amounts received in respect of payments or other collections
relating to any Non-Serviced Mortgage Loan from the related Non-Serviced Mortgage Loan Master Servicer as part of the applicable
monthly remittance) exclusive of any portion thereof that represents one or more of the following: (i) any such amounts that were
deposited in the Distribution Account in error, (ii) amounts that are payable or reimbursable to any Person other than the Holders
of the Principal Balance Certificates and the Class X and Class R Certificates (including, without limitation, amounts payable
(A) to the Master Servicer in respect of unpaid Master Servicing Fees, the Special Servicer in respect of unpaid Special Servicer
Compensation, the Trust Advisor in respect of unpaid Trust Advisor Fees or Trust Advisor Consulting Fees (to the extent that such
Trust Advisor Consulting Fee is actually received from the related Mortgagor), the Certificate Administrator in respect of unpaid
Certificate Administrator Fees, including any portion of the Certificate Administrator Fees payable to the Trustee in respect
of unpaid Trustee Fees or to the Custodian in respect of unpaid Custodian Fees or CREFC® in respect of unpaid CREFC®
License Fees and/or (B) in reimbursement of outstanding Advances (with interest thereon)), (iii) amounts that constitute
Prepayment Premiums, (iv) except with respect to the final Distribution Date, if such Distribution Date occurs during January,
other than during a leap year, or February of any year, the Interest Reserve Amounts of one (1) day’s interest with respect
to Interest Reserve Loans deposited in the Interest Reserve Account; (v) in the case of each REO Property related to an A/B Whole
Loan or Loan Pair, all amounts received with respect to such A/B Whole Loan or Loan Pair that are required to be paid to the holder
of any related Serviced B Note or Serviced Companion Loan, as applicable, pursuant to the terms of the related Serviced B Note
or Serviced Companion Loan, as applicable, and the related Intercreditor Agreement (which amounts will be deposited into the related
Custodial Account pursuant to Section 5.1(c) and withdrawn from such account pursuant to Section 5.2(a)); and (vi)
Scheduled Payments collected but due on a Due


 






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Date
subsequent to the related Collection Period; and (b) if and to the extent not already among the amounts described in clause
(a), (i) the aggregate amount of any P&I Advances made by the Master Servicer or the Trustee for such Distribution Date
on the Mortgage Loans pursuant to Section 4.1 and/or Section 4.3, (ii) the aggregate amount of any Compensating
Interest payments made by the Master Servicer on the Mortgage Loans for such Distribution Date pursuant to the terms hereof, (iii)
if such Distribution Date occurs in March of any year, commencing March 2016, or on the final Distribution Date, the aggregate
of the Interest Reserve Amounts then held on deposit in the Interest Reserve Account in respect of each Interest Reserve Loan;
and (iv) any Balloon Payments received during the period that begins two (2) Business Days immediately preceding the related Master
Servicer Remittance Date and ends on such Master Servicer Remittance Date and remitted by the Master Servicer to the Distribution
Account pursuant to Section 5.2(c).


 


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


 


“Aviare
Place Apartments Loan Pair” means, collectively, the Aviare Place Apartments Mortgage Loan and the Aviare Place
Apartments Serviced Companion Loan.


 


“Aviare
Place Apartments Mortgage” means the Mortgage securing the Aviare Place Apartments Mortgage Loan and the Aviare
Place Apartments Serviced Companion Loan.


 


“Aviare
Place Apartments Mortgage Loan” means the Mortgage Loan evidenced by the promissory note designated as “Note
A-1” and identified as “Aviare Place Apartments” on the Mortgage Loan Schedule, and that is pari passu
in right of payment with the Aviare Place Apartments Serviced Companion Loan to the extent set forth in the Aviare Place Apartments
Intercreditor Agreement. The Aviare Place Apartments Mortgage Loan is a “Mortgage Loan.”


 


“Aviare
Place Apartments Serviced Companion Loan” means, the promissory note designated as “Note A-2” that is
not included in the Trust and is secured on a pari passu basis with the Aviare Place Apartments Mortgage Loan to the extent
set forth in the Aviare Place Apartments Intercreditor Agreement. The Aviare Place Apartments Serviced Companion Loan is not a
“Mortgage Loan.”


 


“B
Note” means (i) with respect to any A/B Whole Loan, any related subordinated note not included in the Trust, which
is subordinated in right of payment to the related A Note to the extent set forth in the related Intercreditor Agreement, (ii)
the Hilton Garden Inn W 54th Street B Note and (iii) the promissory notes (individually or collectively, as the context may require)
comprising the US StorageMart Portfolio B Note. The only B Notes related to any Mortgage Loans included in the Trust on the Closing
Date are (i) the Hilton Garden Inn W 54th Street B Note and (ii) the promissory notes comprising the US StorageMart Portfolio
B Note (individually or collectively, as the context may require).


 


“Balloon
Loan” means a Mortgage Loan, A/B Whole Loan or Loan Pair that provides for Scheduled Payments based on an amortization
schedule that is significantly longer


 






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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.


 


“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 (other than the Exchangeable Certificates
and the Control Eligible Certificates) or any EC REMIC III Regular Interest, 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 or EC REMIC III Regular Interest
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 or EC REMIC III Regular Interest, 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.”


 






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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, Charlotte, North Carolina 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, Charlotte, North Carolina
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 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.


 


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


 


“Certificate
Administrator Fee Rate” means 0.0037% per annum, which rate includes the per annum rate applicable
to calculation of the Trustee Fee and the Custodian Fee.


 






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“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 (other than the Exchangeable Certificates) or
any EC REMIC III Regular Interest, as of any date or time of determination, the maximum specified dollar amount of principal to
which the Holder of such Certificate or the holder of such EC REMIC III Regular Interest 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) or set forth
in the Preliminary Statement (in the case of an EC REMIC III Regular Interest), minus (a)(i) the amount of all principal distributions
previously made pursuant to Section 6.5(a), (ii) all Collateral Support Deficits allocated pursuant to Section 6.6,
and (iii) any Excess Trust Advisor Expenses allocated pursuant to Section 6.11, in each case with respect to such Certificate
or EC REMIC III Regular Interest in reduction of its Certificate Balance, plus (b) any prior increase in the Certificate Balance
of such Certificate or EC REMIC III Regular Interest attributable to the amounts identified in clause (I)(C) of the definition
of “Principal Distribution Amount” with respect to any Distribution Date, plus (c) any prior increase in the Certificate
Balance of such Certificate or EC REMIC III Regular Interest 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 (other than the Exchangeable Certificates) and EC REMIC III
Regular Interests will be increased by the aggregate of the amounts identified in clause (I)(C) of the definition of “Principal
Distribution Amount” for such Distribution Date, such increase to be allocated to the respective Classes of the Principal
Balance Certificates (other than the Exchangeable Certificates) and EC REMIC III Regular Interests in descending sequential order
of payment priority (i.e., to the most senior such Class or EC REMIC III Regular Interest 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 (other than the Exchangeable Certificates)
of any particular Class thereof shall, in turn, be allocable among such Principal Balance Certificates on a pro rata basis
in accordance with their respective initial Certificate Balances. “Certificate Balance” with respect to any Exchangeable
Certificate means, 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 (1) with respect to any Class A-S, Class B or Class
C Certificate, the principal amount as of the Closing Date set forth on the face of such Certificate after giving effect to any
exchanges pursuant to Section 3.3 prior to such date or time of determination, multiplied by a fraction expressed as a
percentage, the numerator of which is the Certificate Balance of the EC REMIC III Regular Interest bearing the same alphabetic
designation as of such date or time of determination, and the denominator of which is the original Certificate Balance of such
EC REMIC III Regular Interest, and (2) with respect to any Class PST Certificate, the sum of (a) the Class PST Original A-S Portion
multiplied by a fraction expressed as a percentage, the


 






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numerator
of which is the Certificate Balance of the Class A-S REMIC III Regular Interest as of such date or time of determination, and
the denominator of which is the original Certificate Balance of the Class A-S REMIC III Regular Interest, (b) the Class PST Original
B Portion multiplied by a fraction expressed as a percentage, the numerator of which is the Certificate Balance of the Class B
REMIC III Regular Interest as of such date or time of determination, and the denominator of which is the original Certificate
Balance of the Class B REMIC III Regular Interest, and (c) the Class PST Original C Portion multiplied by a fraction expressed
as a percentage, the numerator of which is the Certificate Balance of the Class C REMIC III Regular Interest as of such date or
time of determination, and the denominator of which is the original Certificate Balance of the Class C REMIC III Regular Interest.


 


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


 


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


 


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


 


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


 


“Certificates”
means, collectively, the REMIC III Regular Certificates, the Exchangeable 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.


 


“CGBAM
2015-SMRT Trust and Servicing Agreement” means the Trust and Servicing Agreement, dated as of May 6, 2015, between
Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as servicer and special servicer, Deutsche Bank Trust Company Americas, as trustee and custodian, and Citibank, N.A., as certificate
administrator.


 


“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.


 






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“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-2 Certificates, the Class A-SB Certificates,
the Class A-3 Certificates and the Class A-4 Certificates.


 


“Class
A-1 Certificates,” “Class A-2 Certificates,” “Class A-SB Certificates,”
“Class A-3 Certificates,” “Class A-4 Certificates,” “Class A-S
Certificates,” “Class X-A Certificates,” “Class X-B Certificates,”
“Class X-FG Certificates,” “Class X-H Certificates,” “Class B
Certificates,” “Class PST Certificates,” “Class C Certificates,”
“Class D Certificates,” “Class E Certificates,” “Class F Certificates,”
“Class G Certificates,” “Class H Certificates,” “Class V Certificates”
and “Class R Certificates” mean, in each such case, the Certificates designated as “Class A-1,”
“Class A-2,” “Class A-SB,” “Class A-3,” “Class A-4,” “Class A-S,”
“Class X-A,” “Class X-B,” “Class X-FG,” “Class X-H,” “Class B,” “Class
PST,” “Class C,” “Class D,” “Class E,” “Class F,” “Class G,”
“Class H,” “Class V” and “Class R,” respectively, on the face thereof, in substantially the
forms attached hereto as Exhibits A-1 to A-20.


 


“Class
A-S Percentage Interest” means the quotient of the Aggregate Certificate Balance of the Class A-S Certificates divided
by the Certificate Balance of the Class A-S REMIC III Regular Interest. As of the Closing Date, the Class A-S Percentage Interest
shall be 100.0%.


 


“Class
A-S REMIC III Regular Interest” means the “regular interest” (within the meaning of the REMIC Provisions)
in REMIC III that is designated as “A-S”, which regular interest bears interest at a per annum rate equal to
the Pass-Through Rate with respect to the Class A-S Certificates. The Class A-S Certificates will represent beneficial ownership
of the Class A-S Percentage Interest of the Class A-S REMIC III Regular Interest, and the Class PST Certificates will represent
beneficial ownership of, among other things, the Class A-S-PST Percentage Interest of the Class A-S REMIC III Regular Interest.
The Class A-S REMIC III Regular Interest will be held in the Grantor Trust.


 


“Class
A-S Specific Grantor Trust Assets” means the portion of the Trust consisting of the Class A-S Percentage Interest
of the Class A-S REMIC III Regular Interest.


 


“Class
A-S-PST Percentage Interest” means 100.0% minus the Class A-S Percentage Interest. As of the Closing Date, the Class
A-S-PST Percentage Interest shall be 0%.


 


“Class
B Percentage Interest” means, the quotient of the Aggregate Certificate Balance of the Class B Certificates divided
by the Certificate Balance of the Class B REMIC III Regular Interest. As of the Closing Date, the Class B Percentage Interest
shall be 100.0%.


 






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“Class
B REMIC III Regular Interest” means the “regular interest” (within the meaning of the REMIC Provisions)
in REMIC III that is designated as “B”, which regular interest bears interest at a per annum rate equal to
the Pass-Through Rate with respect to the Class B Certificates. The Class B Certificates will represent beneficial ownership of
the Class B Percentage Interest of the Class B REMIC III Regular Interest, and the Class PST Certificates will represent beneficial
ownership of, among other things, the Class B-PST Percentage Interest of the Class B REMIC III Regular Interest. The Class B REMIC
III Regular Interest will be held in the Grantor Trust.


 


“Class
B Specific Grantor Trust Assets” means the portion of the Trust consisting of the Class B Percentage Interest of
the Class B REMIC III Regular Interest.


 


“Class
B-PST Percentage Interest” means 100.0% minus the Class B Percentage Interest. As of the Closing Date, the Class
B-PST Percentage Interest shall be 0%.


 


“Class
C Percentage Interest” means, the quotient of the Aggregate Certificate Balance of the Class C Certificates divided
by the Certificate Balance of the Class C REMIC III Regular Interest. As of the Closing Date, the Class C Percentage Interest
shall be 100.0%.


 


“Class
C REMIC III Regular Interest” means the “regular interest” (within the meaning of the REMIC Provisions)
in REMIC III that is designated as “C”, which regular interest bears interest at a per annum rate equal to
the Pass-Through Rate with respect to the Class C Certificates. The Class C Certificates will represent beneficial ownership of
the Class C Percentage Interest of the Class C REMIC III Regular Interest, and the Class PST Certificates will represent beneficial
ownership of, among other things, the Class C-PST Percentage Interest of the Class C REMIC III Regular Interest. The Class C REMIC
III Regular Interest will be held in the Grantor Trust.


 


“Class
C-PST Percentage Interest” means 100.0% minus the Class C Percentage Interest. As of the Closing Date, the Class
C-PST Percentage Interest shall be 0%.


 


“Class
C Specific Grantor Trust Assets” means the portion of the Trust consisting of the Class C Percentage Interest of
the Class C REMIC III Regular Interest.


 


“Class
PST Component” means any of the Class PST Component A-S, Class PST Component B or Class PST Component C.


 


“Class
PST Component A-S” means the portion of the Class A-S REMIC III Regular Interest equal to the Class A-S-PST Percentage
Interest of the Class A-S REMIC III Regular Interest.


 


“Class
PST Component A-S Principal Amount” means the product of the Class A-S-PST Percentage Interest and the Certificate
Balance of the Class A-S REMIC III Regular Interest.


 


“Class
PST Component B” means the portion of the Class B REMIC III Regular Interest equal to the Class B-PST Percentage
Interest of the Class B REMIC III Regular Interest.


 







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“Class
PST Component B Principal Amount” means the product of the Class B-PST Percentage Interest and the Certificate Balance
of the Class B REMIC III Regular Interest.


 


“Class
PST Component C” means the portion of the Class C REMIC III Regular Interest equal to the Class C-PST Percentage
Interest of the Class C REMIC III Regular Interest.


 


“Class
PST Component C Principal Amount” means the product of the Class C-PST Percentage Interest and the Certificate Balance
of the Class C REMIC III Regular Interest.


 


“Class
PST Original A-S Portion” means, with respect to any Class PST Certificate as of any date or time of determination,
the product of (a) the principal amount as of the Closing Date set forth on the face of such Certificate after giving effect to
any exchanges pursuant to Section 3.3 prior to such date or time of determination and (b) a fraction expressed as a percentage,
the numerator of which is the original Certificate Balance of the Class A-S REMIC III Regular Interest and the denominator of
which is the aggregate original Certificate Balance of the EC REMIC III Regular Interests.


 


“Class
PST Original B Portion” means, with respect to any Class PST Certificate as of any date or time of determination,
the product of (a) the principal amount as of the Closing Date set forth on the face of such Certificate after giving effect to
any exchanges pursuant to Section 3.3 prior to such date or time of determination and (b) a fraction expressed as a percentage,
the numerator of which is the original Certificate Balance of the Class B REMIC III Regular Interest and the denominator of which
is the aggregate original Certificate Balance of the EC REMIC III Regular Interests.


 


“Class
PST Original C Portion” means, with respect to any Class PST Certificate as of any date or time of determination,
the product of (a) the principal amount as of the Closing Date set forth on the face of such Certificate after giving effect to
any exchanges pursuant to Section 3.3 prior to such date or time of determination and (b) a fraction expressed as a percentage,
the numerator of which is the original Certificate Balance of the Class C REMIC III Regular Interest and the denominator of which
is the aggregate original Certificate Balance of the EC REMIC III Regular Interests.


 


“Class
PST Percentage Interest” means any of the Class A-S-PST Percentage Interest, the Class B-PST Percentage Interest
or the Class C-PST Percentage Interest.


 


“Class
PST Specific Grantor Trust Assets” means the portion of the Trust consisting of the Class PST Components.


 


“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-FG Certificate or Class X-H Certificate.


 


“Class
X-A REMIC III Regular Interest” means any of REMIC III Regular Interest X-A-1, REMIC III Regular Interest X-A-2,
REMIC III Regular Interest X-A-SB,


 









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REMIC III Regular Interest X-A-3 and REMIC III Regular Interest X-A-4. The Class X-A REMIC
III Regular Interests relate to, and are evidenced by, the Class X-A Certificates.


 


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


 


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


 


“Class
X REMIC III Regular Interest” means any Class X-A REMIC III Regular Interest, Class X-B REMIC III Regular Interest,
Class X-FG REMIC III Regular Interest or Class X-H REMIC III Regular Interest.


 


“Class
X Strip Rate” means, with respect to any REMIC II Regular Interest for any Distribution Date, the excess, if any,
of the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date over either (i) if the Corresponding Certificates
are not Exchangeable Certificates, the Pass-Through Rate for the Class of Corresponding Certificates, or (ii) if the Corresponding
Certificates are Exchangeable Certificates, the Pass-Through Rate on the EC REMIC III Regular Interest bearing the same letter
designation as such Class of Exchangeable 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 June 18, 2015.


 


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


 


“Collateral
Support Deficit” means:


 


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


 






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Corresponding REMIC I Regular Interest, is less than (ii) the then REMIC I Principal Amount of such
REMIC I Regular Interest;


 


(b)
with respect to the REMIC II Regular Interests, as of any Distribution Date, following any deemed allocations of Trust Advisor
Expenses to REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-SB, REMIC II Regular Interest
A-3, REMIC II Regular Interest A-4, REMIC II Regular Interest A-S, REMIC II Regular Interest B, REMIC II Regular Interest C 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;
and


 


(c)
with respect to the Principal Balance Certificates, as of any Distribution Date, following any allocations of Trust Advisor Expenses
to the Class A Senior Certificates and the Class A-S, Class B, Class PST, 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.


 


“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.


 






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


 


“Condemnation
Proceeds” means any awards resulting from the full or partial condemnation or any eminent domain proceeding or any
conveyance in lieu or in anticipation thereof with respect to a Mortgaged Property by or to any governmental, quasi-governmental
authority or private entity with condemnation powers other than amounts to be applied to the restoration, preservation or repair
of such Mortgaged Property or released to the related Mortgagor in accordance with the terms of the Mortgage Loan and (if applicable)
its related


 






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Serviced
B Note or Serviced Companion Loan. With respect to any Mortgaged Property securing any A/B Whole Loan or Loan Pair, only an allocable
portion of such Condemnation Proceeds shall be distributable to the Certificateholders. With respect to the Mortgaged Property
securing any Non-Serviced Loan Combination, only the portion of such amounts payable to the holder of the related Non-Serviced
Mortgage Loan shall be included in Condemnation Proceeds.


 


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


 


“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-C23, (ii) with respect to the Certificate
Administrator, the office of the Certificate Administrator located, for certificate transfer purposes, at Wells Fargo Center,
Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, Attention: Bondholder Services – Morgan Stanley Bank
of America Merrill Lynch Trust 2015-C23, and for all other purposes at 9062 Old Annapolis Road, Columbia, Maryland 21045, Client
Manager – Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23, or (iii) with respect to the Custodian, the office
of the Custodian located at 1055 10th Avenue SE, Minneapolis, Minnesota 55414, Attention: Global Securities and Trust
Services, Morgan Stanley


 






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Bank of America Merrill Lynch Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23;
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 designated as such in the Preliminary Statement
with respect to any REMIC II Regular Interest.


 


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


 


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


 


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


 


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


 


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


 






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“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 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






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


 


Account
Name: Commercial Real Estate Finance Council (CREFC) 


Bank
Name: JPMorgan Chase Bank, National Association 


Bank
Address: 80 Broadway, New York, NY 10005 


Routing
Number: 021000021 


Account
Number: 213597397


 


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


 


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


 


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


 






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“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 or REO Mortgage Loans, which report shall be substantially in the form of, and contain the information called
for in, the downloadable form of the “NOI Adjustment Worksheet” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from
time to time be approved by the CREFC® for commercial mortgage-backed securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 






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“CREFC®
Servicer Watch List” means, as of each Determination Date, a report (prepared by the Master Servicer), including
and identifying each Non-Specially Serviced Mortgage Loan satisfying the “CREFC® Portfolio Review Guidelines”
approved from time to time by the CREFC® in the “CREFC® Servicer Watch List” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form (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.


 


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


 


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


 


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


 


“Cut-Off
Date” means the close of business on June 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


 






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shall
be the close of business on June 1, 2015, and for purposes of determining amounts allocable to the related Seller, Scheduled Payments
due in June 2015 with respect to Mortgage Loans not having Due Dates on the first (1st) of each month have been deemed
due and received on June 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 June 2015, after application of all payments of
principal due on or before such date, whether or not received.


 


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


 


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


 


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


 


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


 


“Defaulted
Loan” means a Mortgage Loan (other than any Non-Serviced Mortgage Loan) (i) if it is delinquent at least thirty
(30) days in respect of its Scheduled Payments or delinquent in respect of its Balloon Payment, if any, in either case such delinquency
to be determined without giving effect to any grace period permitted by the related Mortgage 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


 






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to
the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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National
Association is acting as Excluded Mortgage Loan Special Servicer, any compensation and other remuneration that Wells Fargo Bank,
National Association is permitted to receive or retain pursuant to the terms of this Agreement in connection with its duties in
its 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 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 or any EC REMIC III Regular
Interest for any Distribution Date, the sum


 






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of: (A) Accrued Certificate Interest in respect of such Class or EC REMIC III Regular
Interest 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 or EC REMIC III Regular Interest pursuant to Section 6.7, (2) with respect to each
of the Class B REMIC III Regular Interest, the Class C REMIC III Regular Interest and the Class D Certificates, any Trust Advisor
Expenses allocated on such Distribution Date to such Class or EC REMIC III Regular Interest in reduction of the Distributable
Certificate Interest thereon pursuant to Section 6.11, and (3) with respect to each of the Class C REMIC III Regular Interest
and the 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 or EC REMIC III Regular Interest, to any more senior Class of Certificates or EC REMIC III
Regular Interest on such Distribution Date in respect of Trust Advisor Expenses allocated on prior Distribution Dates to such
more senior Class of Certificates or EC REMIC III Regular Interest 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 or EC REMIC III Regular Interest
for such Distribution Date, plus (C) in the case of a Class of Principal Balance Certificates (other than the Exchangeable
Certificates) or an EC REMIC III Regular Interest, if the Aggregate Certificate Balance of such Class of Certificates or the Certificate
Balance of such EC REMIC III Regular Interest (and correspondingly, the Certificate Balances of any related Exchangeable Certificates),
as applicable, 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 or the related Certificate
Balance of such EC REMIC III Regular Interest (and correspondingly, the Certificate Balances of any related Exchangeable Certificates)
was so increased, if such Aggregate Certificate Balance of such Class of Certificates or such Certificate Balance of such EC REMIC
III Regular Interest (and correspondingly, the Certificate Balances of any related Exchangeable 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, or Certificate Balance of such EC REMIC III Regular Interest
(and correspondingly, the Aggregate Certificate Balance of any related Exchangeable Certificates), are in reverse order of the
original reductions therein, plus (D) in the case of each of the Class B REMIC III Regular Interest, the Class C REMIC
III Regular Interest and the 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 or EC REMIC III Regular Interest to increase the Distributable
Certificate Interest thereof for such Distribution Date, plus (E) in the case of the Class B REMIC III Regular Interest
and the Class C REMIC III Regular Interest, any amounts reimbursed in accordance with Section 6.11(c) to such Class of
Certificates or EC REMIC III Regular Interest by any more junior Class of Certificates or EC REMIC III Regular Interest on such
Distribution Date in respect of Trust Advisor Expenses allocated on prior Distribution Dates to the subject Class of Certificates
or EC REMIC III Regular Interest pursuant to Section 6.11. Any increase in the Distributable Certificate Interest with
respect to any Class of Principal Balance Certificates (other than the Exchangeable Certificates) or EC REMIC III 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


 






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respect of such Class of Principal Balance Certificates
(other than the Exchangeable Certificates) or EC REMIC III Regular Interest.


 


“Distributable
Interest” means, with respect to any REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular
Interest for any Distribution Date, the sum of (A) Accrued Interest in respect of such REMIC I Regular Interest, REMIC II Regular
Interest or Class X REMIC III Regular Interest, as the case may be, for such Distribution Date, reduced (to not less than zero)
by (1) 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 (other than the Exchangeable Certificates) or EC REMIC III Regular Interest,
as applicable, 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 (or in the case of REMIC II Regular Interest A-S, REMIC II Regular
Interest B or REMIC II Regular Interest C, an increase in the Certificate Balance of the EC REMIC III Regular Interest with the
same alphabetic designation), 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 or, in the case of each of REMIC II Regular
Interest B and REMIC I Regular Interest C, in respect of the EC REMIC III Regular Interest with the same alphabetic designation)
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 July 2015. The first Distribution Date shall be July 17, 2015.


 






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


 


(a)          the
amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reduction
of the Aggregate Certificate Balance of such Class of Certificates (with respect to the Class PST Certificates, also separately
identifying the portion of such amount allocated to each Class PST Component);


 


(b)          the
amount of the distribution on such Distribution Date to the Holders of each Class of REMIC III Regular Certificates and Exchangeable
Certificates allocable to the interest distributable on such Class of Certificates (with respect to the Class PST Certificates,
also separately identifying the portion of such amount allocated to each Class PST Component);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(j)          the
amount of the distribution on such Distribution Date to the Holders of any Class of REMIC III Regular Certificates or Exchangeable
Certificates allocable to Prepayment Premiums (with respect to the Class PST Certificates, also separately identifying the portion
of such amount allocated to each Class PST Component);


 


(k)         the
total Distributable Certificate Interest for each Class of Certificates (other than the Exchangeable Certificates) and each EC
REMIC III Regular Interest (and separately identifying the portions of such amount attributable to each of the corresponding Class


 






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of
Exchangeable Certificates and the corresponding Class PST Component that has the same letter designation as such EC REMIC III
Regular Interest) for such Distribution Date, whether or not paid;


 


(l)          the
Pass-Through Rate in effect for each Class of REMIC III Regular Certificates, EC REMIC III Regular Interest and Exchangeable Certificates
(other than the Class PST Certificates) for such Distribution Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


(s)          the
amount of the distribution on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reimbursement
of Collateral Support Deficits (and, in the case of the Class PST Certificates, the portion of such amount allocable to each Class
PST Component) and Trust Advisor Expenses (with respect to the Class PST Certificates, separately identifying such amount allocated
to each of the Class PST Components) previously allocated thereto;


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(ee)        exchanges
of Exchangeable Certificates that took place since the last Distribution Date and the designations of the applicable Classes that
were exchanged or, if applicable, that no such exchanges have occurred; and


 






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


 


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


 


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


 


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


 


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


 


“EC
REMIC III Regular Interest” means any of the Class A-S REMIC III Regular Interest, the Class B REMIC III Regular
Interest or the Class C REMIC III Regular Interest.


 


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


 


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


 


“Eligible
Account” means an account (or accounts) that is any of the following: (i) maintained with a depository institution
or trust company (A) whose commercial paper, short-term unsecured debt obligations or other short-term deposits are rated at least
“P-1” by Moody’s, at least “F1” by Fitch, and at least “R-1 (middle)” by DBRS or, if
not rated by DBRS, an equivalent or higher rating such as those listed above by at least two NRSROs (which may include S&P,
Fitch and/or Moody’s), in the case of accounts in which funds are held for 30 days or less or, in the case of accounts in
which funds are held for more than 30 days, the long-term unsecured debt obligations of which are rated at least “A2”
by Moody’s, at least “A” by Fitch, and at least “A” by DBRS or, if not rated by DBRS, an equivalent
or higher rating such as those listed above by at least two NRSROs (which may include S&P, Fitch and/or Moody’s), (ii)
an account or accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s
long term unsecured debt rating shall be at least “A2” from Moody’s, at least “A” from Fitch, and
at least “A” from DBRS or, if not rated by DBRS, an equivalent
or higher rating such as those listed above by at least two NRSROs (which may include S&P, Fitch and/or Moody’s), 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, at least
“F1” from Fitch, and at least “R-1(middle)” in the case of DBRS, or if not rated by DBRS, an


 






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equivalent
or higher rating by at least two NRSROs (which may include S&P, Fitch and/or Moody’s), 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 transaction
account maintained with a depository institution or trust company in which such account is fully insured by the FDIC’s Transaction
Account Guarantee Program, (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 Confirmation from 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, Fitch
and DBRS (or, if not rated by DBRS, 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)), 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, if the investment described in this clause has a term in excess of three
months, the long-term debt obligations of such depository institution or trust company have been assigned a rating by each Rating
Agency at least equal to “AAA” (or the equivalent) by each of the Rating Agencies (provided, that if such entity is
not rated by Fitch or DBRS, as applicable, then (A) an equivalent (or higher) rating such as that listed above by at least two
NRSROs (which may include Fitch, Moody’s and/or S&P) has been assigned to the long-term debt obligations of such depository
institution or trust company or (B) Fitch or DBRS, as applicable, has issued a Rating Agency Confirmation with respect to such
investment as an Eligible Investment);


 






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


 


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


 


(v)         guaranteed
reinvestment agreements maturing within 365 days or less issued by any bank, insurance company or other corporation the short-term
unsecured debt obligations of which are rated in the highest short-term debt rating category of each of DBRS (or, if not rated
by DBRS, an equivalent (or higher) rating from at least two other NRSROs (which may include Fitch, Moody’s and/or S&P),
or as confirmed in a Rating Agency Confirmation by DBRS), Moody’s (or such lower rating for which Rating Agency Confirmation
is obtained from Moody’s) and Fitch (or such lower rating for which Rating Agency Confirmation is obtained from Fitch) and
the long-term unsecured debt obligations of which are rated “AAA” (or the equivalent) by DBRS (or, if not rated by
DBRS, an equivalent (or higher) rating from at least two NRSROs (which may include Fitch, Moody’s and/or S&P), or as
confirmed in a Rating Agency Confirmation by DBRS), in the highest long-term category by Moody’s (or such lower rating for
which Moody’s has provided a Rating Agency Confirmation) and in the highest long-term category by Fitch (or such lower rating
for which Fitch has provided a Rating Agency Confirmation);


 






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(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 (1) each of Moody’s and
Fitch in their highest money market fund ratings category, or as otherwise confirmed in a Rating Agency Confirmation by Moody’s
and Fitch, (2) DBRS in its highest money market fund ratings category (or, if not rated by DBRS, an equivalent (or higher) rating
from at least two NRSROs (which may include Fitch, Moody’s and/or S&P), or as confirmed in a Rating Agency Confirmation
by DBRS or (B)(1) have substantially all of its assets invested continuously in the types of investments referred to in clause
(i) above, (2) has net assets of not less than $5,000,000,000, and (3) has the highest rating obtainable for money market
funds from Moody’s, Fitch and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating from at least two NRSROs
(which may include Fitch, Moody’s and/or S&P);


 


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


 


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


 


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


 


“Eligible
Trust Advisor” means an entity that (i) (A) is (or as to which each of the personnel responsible for supervising
the obligations of the Trust Advisor is) (I) regularly


 






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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 Pentalpha Surveillance 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.


 


“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


 






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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 the Morgan Stanley Bank of America Merrill
Lynch Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23, Class V, Excess Interest Sub-account”
and shall conform to the requirements applicable to the Distribution Account set forth in Section 5.3(a). The Excess Interest
Sub-account shall not be an asset of any REMIC Pool.


 


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


 


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


 


“Excess
Modification Fees” means, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole
Loan or Loan Pair, the sum of (a) any and all Unallocable Modification Fees with respect to any modification, waiver, extension
or amendment of any of the terms of such Mortgage Loan (or A/B Whole Loan or Loan Pair, as


 



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


 


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


 


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


 


“Excess
Servicing Fee Rate” means with respect to each Mortgage Loan and Serviced Companion Loan (and any successor REO
Loan with respect thereto), a rate per annum equal to the Master Servicing Fee Rate minus 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.


 






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


 


“Excess
Trust Advisor Expenses” means, with respect to each Distribution Date, an amount equal to the positive amount, if
any, of the Trust Advisor Expenses for such Distribution Date, less the amount of any such Trust Advisor Expenses allocated to
reduce the aggregate Distributable Certificate Interest of the Class B REMIC III Regular Interest (and correspondingly, the Class
B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage
Interest, respectively, in the Class B REMIC III Regular Interest), Class C REMIC III Regular Interest (and correspondingly, the
Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST
Percentage Interest, respectively, in the Class C REMIC III Regular Interest) and the 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.


 


“Exchange
Date” has the meaning set forth in Section 3.10(a) of this Agreement.


 


“Exchange
Proportion” means Exchangeable Certificates consisting of Class A-S, Class B and Class C Certificates with original
Aggregate Certificate Balances (regardless of current Aggregate Certificate Balance) that represent approximately 41.176%, 33.088%
and 25.735%, respectively, of the original Aggregate Certificate Balances of all Class A-S, Class B and Class C Certificates involved
in the exchange.


 


“Exchangeable
Certificate” means any of the Class A-S, Class B, Class PST or Class C Certificates.


 


“Excluded
Mortgage Loans” means any Mortgage Loan with respect to which LNR Partners, LLC is an Affiliate of a Mortgagor under
such Mortgage Loan or a Manager of a Mortgaged Property securing such Mortgage Loan. As of the Closing Date, the Excluded Mortgage
Loans are the Mortgage Loans identified on the Mortgage Loan Schedule as “Aviare Place Apartments,” “Residence
Inn - North Dartmouth, MA” and “Hawthorne House Apartments.” For the avoidance of doubt, any Mortgage Loan with
respect to which LNR Partners, LLC is not an Affiliate of a Mortgagor under such Mortgage Loan or a Manager of a Mortgaged Property
securing such Mortgage Loan (including, without limitation, as a result of a release of the related Mortgagor in connection with
any payoff, foreclosure or deed in lieu of foreclosure or as a result of such Mortgage Loan becoming an REO Mortgage Loan) shall
not be


 



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an Excluded Mortgage Loan and shall be specially serviced by LNR Partners, LLC, or its successor in interest, or any successor
General Special Servicer appointed as herein provided, and there shall be a Controlling Class Representative (including, to the
extent applicable, LNR Securities Holdings, LLC) with respect to such Mortgage Loan.


 


“Excluded
Mortgage Loan Special Servicer” means Wells Fargo Bank, National Association, or its successor in interest, or any
successor Excluded Mortgage Loan Special Servicer appointed as herein provided. For the avoidance of doubt, with respect to each
Excluded Mortgage Loan, the Excluded Mortgage Loan Special Servicer shall be entitled to all Special Servicer compensation earned
during such time as such Excluded Mortgage Loan is an Excluded Mortgage Loan; LNR Partners, LLC shall be entitled to all other
Special Servicer compensation.


 


“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 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) the Applicable Control Party has either finally approved of and consented to the actions proposed to be taken in connection
therewith, or has exhausted all of its rights of approval 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.


 






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


 


“General
Special Servicer” means LNR Partners, LLC, or its successor in interest, or any successor General Special Servicer
appointed as herein provided.


 


“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.

 



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


 


“Hilton
Garden Inn W 54th Street B Note” means the promissory note designated as “Note B,” that is generally
subordinate in right of payment to the Hilton Garden Inn W 54th Street Mortgage Loan and the Hilton Garden Inn W 54th Street Non-Serviced
Companion Loan to the extent provided in the Hilton Garden Inn W 54th Street Intercreditor Agreement. The Hilton Garden Inn W
54th Street B Note is not a “Mortgage Loan” and is not included in the Trust.


 


“Hilton
Garden Inn W 54th Street Directing Holder” means the “Controlling Note Holder” or any analogous concept
under the Hilton Garden Inn W 54th Street Intercreditor Agreement.


 


“Hilton
Garden Inn W 54th Street Intercreditor Agreement” means the intercreditor, co-lender or comparable agreements between
the initial holders of the promissory notes comprising the Hilton Garden Inn W 54th Street Non-Serviced Loan Combination.


 


“Hilton
Garden Inn W 54th Street Mortgage” means the Mortgage securing the Hilton Garden Inn W 54th Street Mortgage Loan,
the Hilton Garden Inn W 54th Street Non-Serviced Companion Loan and the Hilton Garden Inn W 54th Street B Note.


 


“Hilton
Garden Inn W 54th Street Mortgage Loan” means the Mortgage Loan evidenced by the promissory note designated as “Note
A-3” and identified as “Hilton Garden Inn W 54th Street” on the Mortgage Loan Schedule, and that is pari
passu in right of payment with the Hilton Garden Inn W 54th Street Non-Serviced Companion Loan to the extent set forth in
the Hilton Garden Inn W 54th Street Intercreditor Agreement and that is, together with the Hilton Garden Inn W 54th Street Non-Serviced
Companion Loan, generally senior in right of payment to the Hilton Garden Inn W 54th Street B Note to the extent set forth in
the Hilton Garden Inn W 54th Street Intercreditor Agreement. The Hilton Garden Inn W 54th Street Mortgage Loan is a “Mortgage
Loan.”


 


“Hilton
Garden Inn W 54th Street Non-Serviced Companion Loan” means, collectively, the promissory notes designated as “Note
A-1” and “Note A-2” that are not included in the Trust and that are pari passu in right of payment with
the Hilton Garden Inn W 54th Street Mortgage Loan to the extent set forth in the Hilton Garden Inn W 54th Street Intercreditor
Agreement and that are, together with the Hilton Garden Inn W 54th Street Mortgage Loan, generally senior in right of payment
to the Hilton Garden Inn W 54th Street B Note to the extent set forth in the Hilton Garden Inn W 54th Street Intercreditor Agreement.
The Hilton Garden Inn W 54th Street Non-Serviced Companion Loan is not a “Mortgage Loan.”


 






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“Hilton
Garden Inn W 54th Street Non-Serviced Loan Combination” means, collectively, the Hilton Garden Inn W 54th Street
Mortgage Loan, the Hilton Garden Inn W 54th Street Non-Serviced Companion Loan and the Hilton Garden Inn W 54th Street B Note.


 


“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 Certificate
beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian, the Trust Advisor, a manager of a Mortgaged Property, a Mortgagor or any of their respective Affiliates will be deemed
not to be outstanding and the Voting Rights to which they are entitled will 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. Notwithstanding
any of the foregoing to the contrary, any Certificate owned by LNR Securities Holdings, LLC or an Affiliate thereof will be deemed
to remain outstanding despite any ownership interest of its Affiliate in a Mortgagor under any Excluded Mortgage Loan, but shall
be deemed not to be outstanding for purposes of any action or consent with respect to any Excluded Mortgage Loans. 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, the Trustee, the Trust Advisor, the Certificate
Administrator, the Custodian or any of their Affiliates will 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, the
Trustee, the Trust Advisor, the Certificate Administrator, the Custodian or any of their Affiliates. Also, notwithstanding the
foregoing, subject to any restrictions set forth in Section 10.1(c), the restrictions above will not apply to the exercise
of the rights of the Master Servicer, the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer, if
any, as a member of the Controlling Class.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Insurance
Proceeds” means amounts paid by the insurer under any Insurance Policy in connection with a Mortgage Loan, Serviced
B Note or Serviced Companion Loan, other than amounts required to be paid over to the Mortgagor pursuant to law and the related
Mortgage Loan documents in accordance with the Servicing Standard. With respect to any


 






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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. 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 and
the related Serviced Companion Loan 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 in effect from time to time between
the holders of the related Non-Serviced Companion Loan and Non-Serviced Mortgage Loan (and, in the case of the Hilton Garden Inn
W 54th Street Non-Serviced Loan Combination and the US StorageMart Portfolio Non-Serviced Loan Combination, each 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, REMIC III Regular Interest or Class of Exchangeable
Certificates, 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 any related Junior Indebtedness (with respect to any particular Mortgage Loan), a Holder or Certificate Owner of 50% or more
of the Controlling Class, the Controlling Class Representative, the Trust Advisor, any Seller, any Mortgagor, any Manager, any
Independent Contractor engaged by the Master Servicer or the Special Servicer pursuant to this Agreement, or any Person actually
known to a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of them.


 


“Investor
Certification” means a certificate substantially in the form of Exhibit I to this Agreement or in the
form of an electronic certification contained on the Certificate


 






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Administrator’s Website representing that the person executing
the certificate (1) is a Certificateholder, a Certificate Owner, 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) is not 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. The Certificate Administrator may require
that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.


 


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


 


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


 


“IRS”
means the Internal Revenue Service.


 


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


 


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


 


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


 


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


 


“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.


 






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


 


“Liquidation
Fee” means a fee payable with respect to the final disposition or liquidation of any Mortgage Loan (other than any
Non-Serviced Mortgage Loan) that is a Specially Serviced Mortgage Loan (including, for this purpose, any related Serviced Companion
Loan or Serviced B Note) or REO Property (other than any REO Property related to a Non-Serviced Mortgage Loan) equal to the lesser
of (1) $1,000,000 and (2) the product of (x) 1.0% and (y) the Liquidation Proceeds received in connection
with a final disposition of, and any Condemnation Proceeds and Insurance Proceeds received by the Trust (net of any expenses incurred
by the Special Servicer on behalf of the Trust in connection with the collection of such Condemnation Proceeds and Insurance Proceeds)
with respect to, such Specially Serviced Mortgage Loan or REO Property or portion thereof; provided, that the Liquidation
Fee with respect to any Specially Serviced Mortgage Loan or REO Property shall be reduced by the amount of any Excess Modification
Fees actually received by the Special Servicer as additional servicing compensation (i) with respect to the related Mortgage Loan,
Serviced Companion Loan or Serviced B Note, as applicable, at any time within the prior eighteen (18) months in connection with
each modification, restructure, extension, waiver or amendment that constituted a modification of the related Mortgage Loan, Loan
Pair or A/B Whole Loan while the Mortgage Loan or the related Serviced Companion Loan or Serviced B Note, as applicable, was a
Specially Serviced Mortgage Loan and (ii) with respect to the related Mortgage Loan, Serviced Companion Loan or Serviced B Note,
as applicable, at any time within the prior nine (9) months in connection with each modification, restructure, extension, waiver
or amendment that constitutes a modification of the related Mortgage Loan, Loan Pair or A/B Whole Loan while the Mortgage Loan
or the related Serviced Companion Loan or Serviced B Note, as applicable, was a Non-Specially Serviced Mortgage Loan, but, in
each case, only to the extent those Excess Modification Fees have not previously been deducted from a Workout Fee or Liquidation
Fee. No Liquidation Fee will be payable based upon, or out of, Liquidation Proceeds received in connection with (i) the repurchase
of, or substitution for, any Mortgage Loan by the related 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 180 days
after the discovery or receipt of notice by the related Seller or such Seller Guarantor of the Material Document Defect or Material
Breach, as applicable, that gave rise to the particular repurchase or substitution obligation, (ii) the purchase of any Specially
Serviced Mortgage Loan that is, or is part of, an A/B Whole Loan or Loan Pair by the holder of the related Serviced B Note
or Serviced Companion Loan, as applicable, within ninety (90) days following the date that such holder’s option to
purchase the related Mortgage Loan first becomes exercisable, (iii) the purchase of any Specially Serviced Mortgage Loan
by the holder of any related mezzanine loan, pursuant to the related mezzanine loan intercreditor agreement, within ninety (90) days
following the date that such holder’s option to purchase such Specially Serviced


 






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Mortgage Loan first becomes exercisable,
(iv) the purchase of all of the Mortgage Loans and REO Properties in connection with an optional termination of the Trust,
(v) the purchase of any Specially Serviced Mortgage Loan by the Special Servicer or any Affiliate thereof (other than the
Controlling Class Representative), or (vi) the purchase of any Specially Serviced Mortgage Loan or related REO Property,
by the Controlling Class Representative or any affiliate thereof (other than the Special Servicer), if such purchase occurs within
ninety (90) days after the date on which the Special Servicer delivers to the Controlling Class Representative for its approval
the initial Asset Status Report with respect to such Specially Serviced Mortgage Loan. For the avoidance of doubt, the Special
Servicer may not receive a Workout Fee and a Liquidation Fee with respect to the same proceeds collected on a Mortgage Loan, Serviced
Companion Loan, Serviced B Note or REO Loan. Notwithstanding the foregoing, if a Mortgage Loan, Serviced B Note or Serviced
Companion Loan becomes a Specially Serviced Mortgage Loan only because of an event described in clause (i) of the definition of
“Servicing Transfer Event” as a result of a payment default on the related maturity date and the related Liquidation
Proceeds are received within three (3) months following the related maturity date as a result of the related Mortgage Loan,
Serviced B Note or Serviced Companion Loan being refinanced or otherwise repaid in full, the Special Servicer shall not be entitled
to collect a Liquidation Fee out of the proceeds received in connection with such liquidation if such fee would reduce the amount
available for distributions to Certificateholders, but the Special Servicer may collect from the related Mortgagor and retain
(x) a liquidation fee, (y) such other fees as are provided for in the related Mortgage Loan documents and (z) other appropriate
fees in connection with such liquidation.


 


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


 


“Liquidation
Realized Loss” means, with respect to each Mortgage Loan or any REO Property, as the case may be, as to which a
Cash Liquidation, or other liquidation or REO Disposition has occurred, an amount equal to the excess, if any, of: (A) the
sum, without duplication, of (1) the Unpaid Principal Balance of the Mortgage Loan (or any related REO Mortgage Loan), as
the case may be, as of the date of the Cash Liquidation, or other liquidation or REO Disposition, plus (2) unpaid
interest and interest accrued thereon at the applicable Mortgage Rate through the Due Date (or, in the case of a Balloon Loan
past its Maturity Date or an REO Property, the date that would otherwise be the Due Date) in the Collection Period in which the
Cash Liquidation or other liquidation or REO Disposition occurred, plus (3) any expenses (including Additional Trust
Expenses, unpaid Servicing Advances and unpaid Advance Interest, but excluding Trust Advisor Expenses) incurred in connection
with such Mortgage Loan or REO Property that have been paid or are payable or reimbursable to any Person, other than amounts included
in the definition of Liquidation Expenses and amounts previously treated as Expense Losses attributable to principal (and interest
thereon), plus (4) any Unliquidated Advances incurred with respect to such Mortgage Loan or REO Property; over (B) the
sum of (1) REO Income applied as recoveries of principal or interest on the related Mortgage Loan or REO Property, and (2) Liquidation
Proceeds, Condemnation Proceeds, Insurance Proceeds, Late


 






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Collections and all other amounts recovered from the related Mortgagor
and received during the Collection Period in which such Cash Liquidation, or other liquidation or REO Disposition occurred and
which are not required under any Intercreditor Agreement (or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance
with Section 8.30 hereof, the applicable Mortgage Loan documents) or Non-Serviced Mortgage Loan Intercreditor Agreement
to be payable or reimbursable to any holder of a B Note, a Serviced Companion Loan or a Non-Serviced Companion Loan.


 


“Loan
Pair” means a Serviced Pari Passu Mortgage Loan and the related Serviced Companion Loan, collectively. The Loan
Pairs related to the Trust as of the Closing Date are the TKG 3 Retail Portfolio Loan Pair, the 32 Old Slip Fee Loan Pair and
the Aviare Place Apartments Loan Pair. On and after the TKG 3 Retail Portfolio Companion Loan Securitization Date, the TKG 3 Retail
Portfolio Mortgage Loan and the TKG 3 Retail Portfolio Companion Loan, collectively, shall cease to be a Loan Pair and shall be
a Non-Serviced Loan Combination.


 


“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 only Loan-Specific Directing Holder related to the Trust as of
the Closing Date shall be, with respect to the TKG 3 Retail Portfolio Loan Pair, the TKG 3 Retail Portfolio Directing Holder.
On and after the TKG 3 Retail Portfolio Companion Loan Securitization Date, there shall be no Loan-Specific Directing Holder related
to the Trust.


 


“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:


 






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(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 (including, without limitation, the timing of payments
and acceptance of discounted payoffs) of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Loan Pair or any extension
of the Maturity Date thereof;


 


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


 


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


 


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


 


(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;


 






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


 


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


 


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


 


(m)          any
determination of an Acceptable Insurance Default;


 


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


 


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


 


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


 


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


 


“Master
Servicer” means 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).


 






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“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 TKG 3 Retail Portfolio Mortgage Loan (after the TKG
3 Retail Portfolio Companion Loan Securitization Date), the Hilton Garden Inn W 54th Street Mortgage Loan and the US StorageMart
Portfolio 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 the TKG 3 Retail Portfolio Companion Loan (prior to the TKG 3 Retail Portfolio
Companion Loan Securitization Date), the 32 Old Slip Fee Serviced Companion Loan and the Aviare Place Apartments Serviced Companion
Loan, 0.0050% per annum, and (iii) with respect to the TKG 3 Retail Portfolio Mortgage Loan (after the TKG 3 Retail Portfolio
Companion Loan Securitization Date), the Hilton Garden Inn W 54th Street Mortgage Loan and the US StorageMart Portfolio Mortgage
Loan, 0.0050% per annum.


 


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


 


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


 


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


 


“Modification
Fee” means a fee, if any, collected from a Mortgagor by the Master Servicer in connection with a written restructuring,
modification, waiver, extension or


 






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


 


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


 


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


 


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


 



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


 


“Mortgage
File” means the mortgage documents listed below:


 


(i)          the
original Mortgage Note bearing, or accompanied by, all prior or intervening endorsements, endorsed either in blank or to the order
of the Trustee in the following form: “Pay to the order of Wilmington Trust, National Association, as Trustee for Morgan
Stanley Bank of America Merrill Lynch Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23, without
recourse, representation or warranty” or if the original Mortgage Note is not included therein, then a lost note affidavit
with a copy of the Mortgage Note attached thereto;


 


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


 


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


 


(iv)        an
original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording, signed by the holder of
record in blank or in favor of Wilmington Trust, National Association, as Trustee for Morgan Stanley Bank of America Merrill


 






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Lynch
Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23” (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-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23” (or, in the case of an A/B Whole Loan
or a Loan Pair, substantially similar language notating an assignment in favor of the Trustee (in such capacity and on behalf
of the holders of any related Serviced B Note or Serviced Companion Loan)), which assignment may be effected in the related Assignment
of Mortgage;


 


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


 


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


 






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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;


 


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


 


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


 


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


 






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(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); and


 


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


 


Notwithstanding
any of the foregoing to the contrary, with respect to any Non-Serviced Mortgage Loan, (A) 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.


 


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


 


“Mortgage
Loan” means a Mortgage Note secured by a Mortgage, and all amendments and modifications thereof, identified on the
Mortgage Loan Schedule, as amended from time to time, provided that the term “Mortgage Loan” shall include
any Defeasance Loan and any Non-Serviced Mortgage Loan (but shall not include any Non-Serviced Companion Loan and shall not include,
in the case of the Hilton Garden Inn W 54th Street Non-Serviced Loan Combination and the US StorageMart Portfolio Non-Serviced
Loan Combination, any related B Note) and with respect to (i) any A/B Whole Loan, shall include the A Note (but shall
not include the related Serviced B Note) and (ii) any Loan Pair, shall include the Serviced Pari Passu Mortgage Loan
(but shall not include the related Serviced Companion Loan). 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”.


 






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“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.


 


“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 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.


 


“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.


 






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“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 the related Serviced B Note (if any) and, in the case of a Non-Serviced Loan
Combination, the related Non-Serviced Companion Loan (and, with respect to the Hilton Garden Inn W 54th Street Non-Serviced Loan
Combination and the US StorageMart Non-Serviced Loan Combination, each 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-C22 Pooling and Servicing Agreement” means the Pooling and Servicing Agreement, dated as of April 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.


 


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


 


“MSMCH
Loans” means, collectively, those Mortgage Loans sold to the Depositor pursuant to Mortgage Loan Purchase Agreement
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, the excess, if any, of the aggregate
of all Prepayment Interest Shortfalls, if any, incurred during the related Collection Period with respect to all Mortgage Loans
that are not Specially Serviced Mortgage Loans, over the sum of (A) the Compensating Interest to be paid by the Master Servicer
on such Distribution Date with respect thereto and (B) the aggregate of all Prepayment Interest Excesses collected thereon
during the related Collection Period.


 


“Net
Mortgage Rate” means, with respect to any Mortgage Loan (including a successor REO Mortgage Loan), as of any date
of determination, a per annum rate equal to the Mortgage Rate of such Mortgage Loan, 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.


 






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“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 concept under the related Intercreditor Agreement. The only Non-Directing Holders related
to the Trust as of the Closing Date are the “Non-Controlling Note Holder” under each of the 32 Old Slip Fee Intercreditor
Agreement and the Aviare Place 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.


 


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


 


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


 


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


 


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


 


“Non-Serviced
Companion Loan” means a loan not included in the Trust that is generally payable on a pari passu basis
with the related Non-Serviced Mortgage Loan. The Non-Serviced Companion Loans related to the Trust as of the Closing Date are
the Hilton Garden Inn W 54th Street Non-Serviced Companion Loan and the US StorageMart Portfolio Non-Serviced Companion Loan.
On and after the TKG 3 Retail Portfolio Companion Loan


 






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Securitization Date, the TKG 3 Retail Portfolio Companion Loan shall be
a Non-Serviced Companion Loan.


 


“Non-Serviced
Loan Combination” means a Non-Serviced Mortgage Loan and the related Non-Serviced Companion Loan (and, in the case
of the Hilton Garden Inn W 54th Street Non-Serviced Loan Combination and the US StorageMart Portfolio Non-Serviced Loan Combination,
each related B Note), collectively. The Non-Serviced Loan Combinations related to the Trust as of the Closing Date are the Hilton
Garden Inn W 54th Street Non-Serviced Loan Combination and the US StorageMart Portfolio Non-Serviced Loan Combination. On and
after the TKG 3 Retail Portfolio Companion Loan Securitization Date, the TKG 3 Retail Portfolio Mortgage Loan and the TKG 3 Retail
Portfolio Companion Loan, collectively, shall be a Non-Serviced Loan Combination.


 


“Non-Serviced
Mortgage Loan” means a Mortgage Loan included in the Trust but serviced under another agreement. The Non-Serviced
Mortgage Loans included in the Trust as of the Closing Date are the Hilton Garden Inn W 54th Street Mortgage Loan and the US StorageMart
Portfolio Mortgage Loan. On and after the TKG 3 Retail Portfolio Companion Loan Securitization Date, the TKG 3 Retail Portfolio
Mortgage Loan shall be a Non-Serviced Mortgage Loan.


 


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


 


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


 


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


 


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


 


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


 


“Non-Serviced
Mortgage Loan Mortgage” means the mortgage securing a Non-Serviced Mortgage Loan and the related Non-Serviced Companion
Loan (and, in the case of the Hilton Garden Inn W 54th Street Non-Serviced Combination and the US StorageMart Portfolio Non-Serviced
Loan Combination, each related B Note).


 


“Non-Serviced
Mortgage Loan Pooling and Servicing Agreement” means a pooling and servicing agreement or trust and servicing agreement,
as applicable, under which a Non-Serviced Mortgage Loan is serviced. The only Non-Serviced Mortgage Loan Pooling and Servicing
Agreements related to the Trust as of the Closing Date are (i) the MSBAM 2015-C22


 






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Pooling and Servicing Agreement, pursuant to
which the Hilton Garden Inn W 54th Street Non-Serviced Loan Combination is serviced, and (ii) the CGBAM 2015-SMRT Trust and Servicing
Agreement, pursuant to which the US StorageMart Portfolio Non-Serviced Loan Combination is serviced. On and after the TKG 3 Retail
Portfolio Companion Loan Securitization Date, the pooling and servicing agreement entered into in connection with the securitization
of the TKG 3 Retail Portfolio Companion Loan shall be a Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


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


 


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


 


“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 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


 






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


 


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


 

“Other
Companion Loan Pooling and Servicing Agreement” means a pooling and servicing agreement or trust and servicing agreement,
as applicable, relating to a Non-Serviced Companion Loan or a Serviced Companion Loan 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-C22 Pooling and Servicing Agreement and the CGBAM 2015-SMRT Trust and Servicing Agreement. Any pooling and servicing
agreement entered into in connection with the securitization of any portion of the 32 Old Slip Fee Serviced Companion Loan, the
Aviare Place Apartments Serviced Companion Loan or the TKG 3 Retail Portfolio Companion Loan shall be an Other Companion Loan
Pooling and Servicing Agreement.


 


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


 



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


 


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


 


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


 


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


 


“Other
Securitization” means any commercial mortgage securitization trust that holds a Serviced Companion Loan or Non-Serviced
Companion Loan 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 or a Serviced Companion Loan, as applicable.


 


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


 


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


 


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


 






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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 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” (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” (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


 






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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, (i) the Pari Passu Loan Primary Servicing Fee Rate for the Hilton Garden Inn W 54th Street Mortgage Loan
shall be 0.0050% per annum, (ii) the Pari Passu Loan Primary Servicing Fee for the US StorageMart Portfolio Mortgage Loan
shall be 0.0025% per annum and (iii) the Pari Passu Loan Primary Servicing Fee Rate for the TKG 3 Retail Portfolio Mortgage
Loan (on and after the TKG 3 Retail Portfolio Companion Loan Securitization Date) shall be a rate set forth in the related Non-Serviced
Mortgage Loan Pooling and Servicing Agreement entered into in connection with the securitization of the TKG 3 Retail Portfolio
Companion Loan, not to exceed 0.0050% 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: (a) with respect to any REMIC I Regular
Interest for any Distribution Date, the related REMIC I Net Mortgage Rate for such Distribution Date; (b) with respect
to any REMIC II Regular Interest for any Distribution Date, the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date; (c) with respect to any Class X REMIC III Regular Interest for any Distribution Date, 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 for any Distribution Date, (i) the weighted average of the Pass-Through Rates with respect
to the related Class X REMIC III Regular Interests for such Distribution Date, weighted on the basis of the respective
Notional Amounts of such Class X REMIC III Regular Interests immediately prior to such Distribution Date or (ii) if
there is only one related Class X REMIC III Regular Interest, the Pass-Through Rate with respect to the related Class X REMIC III
Regular Interest for such Distribution Date, as applicable; (e) with respect to the Class A-1 Certificates for any Distribution
Date, 1.685% per annum; (f) with respect to the Class A-2 Certificates for any Distribution Date, 2.982% per annum;
(g) with respect to the Class A-SB Certificates for any Distribution Date, 3.398% per annum; (h) with respect to the Class
A-3 Certificates, 3.451% per annum; (i) with respect to the Class A-4 Certificates for any Distribution Date, 3.719% per
annum; (j) with respect to the Class A-S Certificates, the Class A-S REMIC III Regular Interest and the Class PST Component
A-S for any Distribution Date, the lesser of the Weighted Average REMIC I Net Mortgage Rate and 4.004% per annum; (k) with
respect to the Class B Certificates, the Class B REMIC III Regular Interest and the Class PST Component B for any Distribution
Date, the Weighted Average REMIC I Net Mortgage Rate; (l) with respect to the Class C Certificates, the Class C REMIC III Regular
Interest, the Class PST Component C, the Class D Certificates and the Class E Certificates for any Distribution Date, the Weighted
Average REMIC I Net Mortgage Rate; and (m) with respect to each Class of the Class F, Class G and Class H Certificates for any
Distribution Date, 3.000% per annum.


 






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“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 (subject, in the case of an Exchangeable Certificate, to any
adjustments thereto as reflected on the schedule attached to 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 (subject, in the case of an Exchangeable Certificate, to any increase or decrease in such Aggregate
Certificate Balance of the relevant Class as a result of exchanges); provided, that if at any time the Aggregate Certificate
Balance or Notional Amount of such Class equals zero, the “Percentage Interest” with respect to each Certificate of
such Class shall equal zero; and (b) with respect to each Class V and Class R Certificate, the percentage interest in distributions
(if any) to be made with respect to the relevant Class, as stated on the face of such Certificate.


 


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


 


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



 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Pricing
Date” means June 5, 2015.


 






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


 


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


 






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


 


(C)          the
amount of any Excess Trust Advisor Expenses allocated to reduce the Aggregate Certificate Balance of the Principal Balance Certificates
(other than the Exchangeable Certificates and the Control Eligible Certificates) or the Certificate Balance(s) of the related
EC REMIC III Regular Interest(s), as applicable, 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


 






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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, the Rating Agencies, the Controlling Class Representative (during any Collective Consultation Period and any Subordinate
Control Period), any Loan-Specific Directing Holder (if and for so long as it 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 Custodian, the Certificate Administrator, 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 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. 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. Notwithstanding any of the foregoing to the contrary, if the Special Servicer is an Affiliate
of a Mortgagor, it shall nevertheless be a Privileged Person and have access to the Master Servicer’s and/or Certificate
Administrator’s website; provided, that for so long as LNR Partners, LLC is acting as Special Servicer, LNR Partners,
LLC agrees that it (and its Affiliates) shall not access, and is not permitted to access, Asset Status Reports, the CREFC®
Special Servicer Loan File or


 






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any other reports, in each case, specific to the Excluded Mortgage Loans; provided,
further, that the foregoing shall not be construed as an obligation of the Master Servicer or the Certificate Administrator
to restrict LNR Partners, LLC’s access to any information on the Master Servicer’s or the Certificate Administrator’s
website and in no case shall the Master Servicer or the Certificate Administrator be held liable if LNR Partners, LLC accesses
Asset Status Reports or any other information relating to Excluded Mortgage Loans. For the sake of clarity and the avoidance of
doubt, LNR Partners, LLC shall not be prohibited from accessing reports that in the aggregate also includes information regarding
the Excluded Mortgage Loans.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Qualified
Insurer” means, (i) with respect to any Mortgage Loan, Serviced Companion Loan or Serviced B Note, an
insurance company duly qualified as such under the laws of the state in which the related Mortgaged Property is located, duly
authorized and licensed in such state to transact the applicable insurance business and to write the insurance but rated (a) no
lower than “A(low)” by DBRS (or, if not so rated by DBRS, then either (x) an equivalent (or higher) rating (such as
that listed below for Moody’s) by at least two NRSROs (which may include S&P, Fitch and/or Moody’s) or (y) DBRS
has issued a Rating Agency Confirmation with respect to such insurance company), (b) no lower than “A3” by Moody’s
(or, if not so rated by Moody’s, then either (x) an equivalent or higher rating by at least two NRSROs (which may include
S&P and/or Fitch) or one NRSRO (which may include S&P and/or Fitch) and A.M. Best or (y) Moody’s has issued a Rating
Agency Confirmation with respect to such insurance company) and (c) no lower than “A” by Fitch (or, if not so rated
by Fitch, (x) an equivalent (or higher) rating by at least (1) two NRSROs (which may include S&P, DBRS and/or Moody’s)
or (2) one NRSRO (which may include S&P, DBRS and/or Moody’s) and A.M. Best, or (y) Fitch 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


 






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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 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


 






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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 July 2050.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“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, 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 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 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 also would constitute a Rehabilitated Mortgage Loan.


 


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


 


“Relevant
Servicing Criteria” means the Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect
to the Master Servicer, the Special Servicer, the Trustee, the Trust Advisor, the Custodian or the Certificate Administrator,
on Schedule X attached hereto). For clarification purposes, multiple Reporting Servicers can have responsibility


 






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


 


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


 


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


 






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Date in March and the final Distribution Date shall be determined taking into account the addition of any amounts withdrawn from
the Interest Reserve Account.


 


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


 


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


 


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


 


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


 


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


 


“REMIC II
Principal Amount” means, (i) with respect to any REMIC II Regular Interest (other than REMIC II Regular Interest
A-S, REMIC II Regular Interest B or REMIC II Regular Interest C), as of any date or time of determination, the then Aggregate
Certificate Balance of the Class of Corresponding Certificates and (ii) with respect to REMIC II Regular Interest A-S, REMIC II
Regular Interest B or REMIC II Regular Interest C, as of any date or time of determination, the Certificate Balance of the Class
A-S REMIC III Regular Interest, the Class B REMIC III Regular Interest or the Class C REMIC III Regular Interest, respectively.


 


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



 


“REMIC II Regular Interest A-2” means the uncertificated interest designated
as a “regular interest” (within the meaning of the REMIC Provisions) in REMIC II, which shall consist of an interest
having a REMIC II Principal Amount equal to the Aggregate Certificate

 






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Balance of the Class A-2 Certificates, and which has
a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate from time to time.


 


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


 


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


 


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


 


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


 






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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.


 


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


 


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


 


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


 


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


 


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


 


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


 






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“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, 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.


 


“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, a Notional Amount equal to the REMIC II
Principal Amount of REMIC II Regular Interest A-2 outstanding from time to time and a Pass-Through Rate equal to the Class X
Strip Rate with respect to REMIC II Regular Interest A-2 from time to time.


 


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


 


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


 


“REMIC III
Regular Interest X-G” means the “regular interest” (within the meaning of the REMIC Provisions) in REMIC III
that is designated “X-G” and has no principal amount, 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.


 






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“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, 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
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.


 


“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-


 






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Serviced
Mortgage Loan Mortgage), the REO Income shall comprise only such portion of the foregoing that is allocable to the holder of such
Non-Serviced Mortgage Loan.


 


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


 


“REO
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 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.


 






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“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 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


 






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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.


 


“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.


 


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


 


“Serviced
Companion Loan” means a mortgage loan that is serviced under this Agreement, is not a “Mortgage Loan”
included in the Trust, and is paid on a pari passu basis with a Mortgage Loan included in the Trust. The Serviced
Companion Loans related to the Trust as of the Closing Date are the TKG 3 Retail Portfolio Serviced Companion Loan, the 32 Old
Slip


 






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Fee Serviced Companion Loan and the Aviare Place Apartments Serviced Companion Loan. On and after the TKG 3 Retail Portfolio
Companion Loan Securitization Date, the TKG 3 Retail Portfolio Companion Loan shall cease to be a Serviced Companion Loan and
shall be a Non-Serviced Companion Loan.


 


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


 


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


 


“Serviced
Pari Passu Mortgage” means the Mortgage securing a Serviced Pari Passu Mortgage Loan and its related Serviced Companion
Loan secured by the related Mortgaged Property. The Serviced Pari Passu Mortgages related to the Trust as of the Closing Date
are the Mortgages securing the TKG 3 Retail Portfolio Loan Pair, the 32 Old Slip Fee Loan Pair and the Aviare Place Apartments
Loan Pair. On and after the TKG 3 Retail Portfolio Companion Loan Securitization Date, the Mortgage securing the TKG 3 Retail
Portfolio Loan Pair shall cease to be a Serviced Pari Passu Mortgage.


 


“Serviced
Pari Passu Mortgage Loan” means a Mortgage Loan that is included in the Trust and is paid on a pari passu
basis with a Serviced Companion Loan to the extent set forth in the related Intercreditor Agreement. The Serviced Pari Passu
Mortgage Loans included in the Trust as of the Closing Date are the TKG 3 Retail Portfolio Mortgage Loan, the 32 Old Slip Fee
Mortgage Loan and the Aviare Place Apartments Mortgage Loan. On and after the TKG 3 Retail Portfolio Companion Loan Securitization
Date, the TKG 3 Retail Portfolio Mortgage Loan shall cease to be a Serviced Pari Passu Mortgage Loan and shall be a Non-Serviced
Mortgage Loan.


 


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


 


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


 






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“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.


 


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


 


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


 


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


 


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


 


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


 






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“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 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.


 






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


 






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Class Representative), is reasonably likely to materially and adversely affect the interests of the Certificateholders
or the holder of any related Serviced Companion Loan or Serviced B Note (as the case may be); provided, that any determination
under this clause (vi)(b) with respect to any Mortgage Loan (or Serviced B Note or Serviced Companion Loan, if applicable) solely
by reason of the failure (or imminent failure) of the related Mortgagor to maintain or cause to be maintained insurance coverage
against damages or losses arising from acts of terrorism may only be made by the Special Servicer if it determines that such default
is not an Acceptable Insurance Default (and, during any Subordinate Control Period, with the consent of the Controlling Class
Representative); provided, further, that (1) if the holder of any related Serviced B Note exercised its right
to cure a monetary default and a monetary default occurs in the following month due to the holder of such Serviced B Note’s
failure to cure, then servicing of such Mortgage Loan shall be transferred to the Special Servicer on the Business Day following
the expiration of the Cure Period (as defined in the related Intercreditor Agreement) of the holder of such Serviced B Note if
the holder of such Serviced B Note does not cure the current monetary default or (2) if the holder of any related Serviced
B Note has exercised its right to cure the number of consecutive monetary defaults it is permitted to cure under the related Intercreditor
Agreement and a monetary default occurs in the following month, then servicing of such Mortgage Loan shall be transferred to the
Special Servicer at the expiration of the Mortgagor’s grace period for the current monetary default. If a Servicing Transfer
Event occurs with respect to an A Note or a Serviced B Note, it shall be deemed to have occurred also with respect to its
related Serviced B Note or A Note, as the case may be; and provided, further, that if a Servicing Transfer Event
would otherwise have occurred with respect to an A Note, but has not so occurred solely because the holder of any related
Serviced B Note has exercised its cure rights under the related Intercreditor Agreement, then a Servicing Transfer Event will
not occur with respect to such A/B Whole Loan. If a Servicing Transfer Event occurs with respect to any Serviced Pari Passu Mortgage
Loan or any Serviced Companion Loan, it shall be deemed to have occurred also with respect to the related Serviced Companion Loan
or Serviced Pari Passu Mortgage Loan, respectively. Under the applicable Non-Serviced Mortgage Loan Pooling and Servicing Agreement,
if a Servicing Transfer Event occurs with respect to any Non-Serviced Companion Loan or any related Serviced B Note, it shall
be deemed to have occurred also with respect to the related Non-Serviced Mortgage Loan.


 


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


 


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


 


“Single-Purpose
Entity” means a Person, other than an individual, whose organizational documents provide substantially to the effect
that it is formed or organized solely for the purpose of owning and collecting payments from Defeasance Collateral for the benefit
of the Trust and which (i) does not engage in any business unrelated thereto and the financing thereof; (ii) does not
have any assets other than those related to its interest in Defeasance


 






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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.


 


“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”: 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-FG, Class X-H,
Class E, Class F, Class G and Class H Certificates; provided that the Aggregate Certificate Balances and Notional
Amounts of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class X-A, Class B,
Class PST, Class C, Class X-B and Class D Certificates have been reduced to zero.


 


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


 


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


 


“Special
Servicer” means, (a) with respect to the Mortgage Loans other than the Excluded Mortgage Loans, LNR Partners, LLC,
or its successor in interest, or any successor General Special Servicer appointed as herein provided; and (b) with respect to
any Excluded Mortgage Loan, Wells Fargo Bank, National Association, or its successor in interest, or any successor Excluded Mortgage
Loan Special Servicer appointed as herein provided.


 






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“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 Decisions” means any of the following:


 


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


 


(b)          agreeing
to any modification, waiver, consent or amendment of a Mortgage Loan (other than a Non-Serviced Mortgage Loan), A/B Whole Loan
or Loan Pair in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i)
a waiver of a Mortgage Loan event of default, (ii) a modification of the type of Defeasance Collateral required under the related
Mortgage Loan documents such that Defeasance Collateral other than direct, non-callable obligations of the United States of America
would be permitted or (iii) a modification that would permit a principal prepayment instead of defeasance if the related Mortgage
Loan documents do not otherwise permit such principal prepayment;


 


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


 


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


 


(e)          in
circumstances where no lender discretion is permitted other than confirming that the conditions in the applicable Mortgage Loan
documents have been satisfied, any requests for the release of collateral or the acceptance of substitute or additional collateral
for a Mortgage Loan (other than a Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair other than: (i) grants of easements
or rights of way that do not materially affect the use or value of the Mortgaged Property or the Mortgagor’s ability to
make any payments with respect to such Mortgage Loan, A/B Whole Loan or Loan Pair; (ii) the release of collateral securing such
Mortgage Loan, A/B Whole Loan or Loan Pair in connection with a defeasance of such collateral; or (iii) that are related to any
condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged Property;


 


(f)          any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance,”
“earn-out” or “holdback” escrows or reserves including the funding or disbursement of any such amounts
with respect to the Mortgage Loans listed on Schedule XIX to this Agreement, other than routine and/or customary escrow
and reserve fundings or disbursements for which the satisfaction of performance related criteria is not required pursuant to the
terms of the related Mortgage Loan documents (for the avoidance of doubt, any request for the funding or disbursement of ordinary
course impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant
to an approved lease, each in accordance with the


 






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Mortgage
Loan documents or any other funding or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer, shall
not constitute a Special Servicer Decision);


 


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


 


(h)          any
adoption or implementation of a budget submitted by a Mortgagor with respect to a Mortgage Loan (other than any Non-Serviced Mortgage
Loan), A/B Whole Loan or Loan Pair (to the extent lender approval is required under the related Mortgage Loan documents), if (i)
such Mortgage Loan, A/B Whole Loan or Loan Pair is on the CREFC® Servicer Watch List or (ii) such budget includes
material (more than 10%) increases in operating expenses or payments to entities actually known by the Master Servicer to be Affiliates
of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage
Loan, A/B Whole Loan or Loan Pair), subject in each case to any deemed approval expressly set forth in the related Mortgage Loan
documents; and


 


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


 


provided,
that in the case of each of the foregoing clauses (a) through (i), such action is not otherwise a Major Decision.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Stated
Principal Balance” means, with respect to any Mortgage Loan (including an REO Mortgage Loan), as of any date of
determination, for purposes of performing various calculations under this Agreement, an amount equal to the Cut-Off Date Principal
Balance thereof (or, in the case of a Qualifying Substitute Mortgage Loan, the outstanding principal balance thereof as of the
date of substitution after taking into account all payment made or due during or prior to the month of substitution), as permanently
reduced on each Distribution Date (to not less than zero) by (i) that portion, if any, of the Principal Distribution Amount
for such Distribution Date described in clause (I)(A) of the definition of “Principal Distribution Amount”
that is allocable to such Mortgage Loan, and (ii) any Realized Principal Loss incurred in respect of such Mortgage Loan during
the related Collection Period (provided that, if some or all of a Realized Principal Loss constitutes an Advance that previously
reduced the Stated Principal Balance thereof by operation of clause (i) above, then the amount of that Advance


 






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included
in such Realized Principal Loss shall not further reduce the Stated Principal Balance thereof under this clause (ii),
and provided that, for purposes of allocating Collateral Support Deficits to the respective Classes of the Principal Balance
Certificates, a Realized Principal Loss shall not include any Trust Advisor Expense that has not been allocated pursuant to Section 6.11).
Notwithstanding the foregoing, if a Cash Liquidation, a Principal Prepayment in full, a discounted payoff or an REO Disposition
occurs in respect of any Mortgage Loan or any related REO Property, or, if any Mortgage Loan or any related REO Property is otherwise
removed from the Trust, then the “Stated Principal Balance” thereof (including an REO Mortgage Loan) shall be zero
commencing as of the first (1st) Distribution Date following the end of the applicable Collection Period in which
such event occurred. The “Stated Principal Balance” of any B Note, Serviced Companion Loan or Non-Serviced Companion
Loan shall equal its Unpaid Principal Balance as only reduced on each Distribution Date in accordance with the definition of “Unpaid
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 PST, Class C, Class D, Class E, Class F, Class
G and Class H 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.


 


“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.


 






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“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.


 


“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.


 


“TKG
3 Retail Portfolio Companion Loan” means the promissory notes designated “Note A-1” and “Note
A-4” that are not included in the Trust and are secured on a pari passu basis with the TKG 3 Retail Portfolio Mortgage
Loan to the extent set forth in the TKG 3 Retail Portfolio Intercreditor Agreement. The TKG 3 Retail Portfolio Companion Loan
is not a “Mortgage Loan.” Prior to the TKG 3 Retail Portfolio Companion Loan Securitization Date, the TKG 3 Retail
Portfolio Companion Loan shall be a “Serviced Companion Loan.” On and after the TKG 3 Retail Portfolio Companion Loan
Securitization Date, the TKG 3 Retail Portfolio Companion Loan shall be a “Non-Serviced Companion Loan.”


 


“TKG
3 Retail Portfolio Companion Loan Securitization Date” means the date on which the TKG 3 Retail Portfolio Companion
Loan is included in a securitization trust; provided, that the holder of the TKG 3 Retail Portfolio Companion Loan provides
each of the Master Servicer, the Special Servicer and the Trustee (in each case only to the extent such party will not also be
a party to the related Other Securitization) with notice in accordance with the terms of the TKG 3 Retail Portfolio Intercreditor
Agreement that the TKG 3 Retail Portfolio Companion Loan is to be included in such Other Securitization.


 


“TKG
3 Retail Portfolio Directing Holder” means the “Controlling Note Holder” or any analogous concept under
the TKG 3 Retail Portfolio Intercreditor Agreement.


 






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“TKG
3 Retail Portfolio Intercreditor Agreement” means the intercreditor, co-lender or comparable agreement between the
initial holders of the TKG 3 Retail Portfolio Mortgage Loan and the TKG 3 Retail Portfolio Companion Loan.


 


“TKG
3 Retail Portfolio Loan Pair” means, collectively, the TKG 3 Retail Portfolio Mortgage Loan and the TKG 3 Retail
Portfolio Companion Loan. On and after the TKG 3 Retail Portfolio Companion Loan Securitization Date, the TKG 3 Retail Portfolio
Mortgage Loan and the TKG 3 Retail Portfolio Companion Loan, collectively, shall be a “Non-Serviced Loan Combination.”


 


“TKG
3 Retail Portfolio Mortgage” means the Mortgage securing the TKG 3 Retail Portfolio Mortgage Loan and the TKG 3
Retail Portfolio Companion Loan.


 


“TKG
3 Retail Portfolio Mortgage Loan” means the Mortgage Loan evidenced by the promissory notes designated as “Note
A-2” and “Note A-3” and identified as “TKG 3 Retail Portfolio” on the Mortgage Loan Schedule, and
that is pari passu in right of payment with the TKG 3 Retail Portfolio Companion Loan to the extent set forth in the TKG
3 Retail Portfolio Intercreditor Agreement. Prior to the TKG 3 Retail Portfolio Companion Loan Securitization Date, the TKG 3
Retail Portfolio Mortgage Loan shall be a “Serviced Pari Passu Mortgage Loan.” On and after the TKG 3 Retail Portfolio
Companion Loan Securitization Date, the TKG 3 Retail Portfolio Mortgage Loan shall be a “Non-Serviced Mortgage Loan.”


 


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


 


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


 


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


 


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


 


 



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“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 Mortgage
Loan (other than any Non-Serviced Mortgage Loan) or related A/B Whole Loan or Loan Pair, as applicable, may not exceed $10,000
in any calendar year; provided, further, that no such fee shall be payable unless paid by the related Mortgagor.
The Trust Advisor may in its sole discretion reduce the Trust Advisor Consulting Fee with respect to any Major Decision. The Master
Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Trust Advisor Consulting Fee payable by the
related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard; provided,
that the Master Servicer or the Special Servicer, as applicable, shall consult with the Trust Advisor prior to any such waiver
or reduction. No Trust Advisor Consulting Fee shall be payable with respect to any B Note, any Non-Serviced Loan Combination or
the TKG 3 Retail Portfolio Loan Pair.


 


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


 


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


 


“Trust
Advisor Fee” means, with respect to each Mortgage Loan (other than the TKG 3 Retail Portfolio Mortgage Loan and
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.


 






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“Trust
Advisor Fee Rate” means 0.00125% per annum, with respect to each Mortgage Loan (other than the TKG 3 Retail
Portfolio Mortgage Loan and any Non-Serviced Mortgage Loan) and any successor REO Mortgage Loan.


 


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


 


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


 


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


 


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


 


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


 


“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. and
Drexel Hamilton, LLC, and, in each such case, its respective successor in interest.


 






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“United
States Tax Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent
provided in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any
state of the United States or the District of Columbia, an estate whose income is subject to United States federal income tax
regardless of the source of its income, or a trust if a court within the United States is able to exercise primary supervision
over the administration of such trust, and one or more such United States Tax Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August
20, 1996 that have elected to be treated as United States Tax Persons). A person not described in the immediately preceding sentence
shall nevertheless be treated as a United States Tax Person if (i) in the hands of such person the income from a Class R Certificate
is effectively connected with the conduct of a trade or business within the United States and such person has furnished the transferor
and the Certificate Registrar with an effective IRS Form W-8ECI or other prescribed form or (ii) if in connection with the proposed
transfer of a Class R Certificate, the transferor provides an opinion of counsel to the Certificate Registrar to the effect that
such transfer will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.


 


“Unliquidated
Advance” means any Advance previously made by a party hereto that has been previously reimbursed to that party by
the Trust as part of a Workout-Delayed Reimbursement Amount pursuant to subsection (iii) of Section 5.2(a)(II),
but that has not been recovered from the Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan or REO
Property in respect of which the Advance was made.


 


“Unpaid
Interest” means: (a) with respect to any REMIC I Regular Interest, REMIC II Regular Interest or Class X
REMIC III Regular Interest for any Distribution Date subsequent to the initial Distribution Date, the portion of Distributable
Interest for such REMIC I Regular Interest, REMIC II Regular Interest or Class X REMIC III Regular Interest,
as the case may be, remaining unpaid as the close of business on the preceding Distribution Date; and (b) with respect to
any Class of REMIC III Regular Certificates or EC REMIC III Regular Interest, the portion of Distributable Certificate Interest
for such Class or EC REMIC III Regular Interest 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 REMIC III Regular Interest, the Class C REMIC III Regular Interest or the 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
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


 






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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.


 


“US
StorageMart Portfolio B Note” means, collectively, the promissory notes designated as “Note A-2A” and
“Note A-2B” that are generally subordinate in right of payment to the US StorageMart Portfolio Mortgage Loan and the
US StorageMart Portfolio Non-Serviced Companion Loan to the extent provided in the US StorageMart Portfolio Intercreditor Agreement.
The US StorageMart Portfolio B Note is not a “Mortgage Loan” and is not included in the Trust.


 


“US
StorageMart Portfolio Directing Holder” means the “Controlling Note Holder” or any analogous concept
under the US StorageMart Portfolio Intercreditor Agreement.


 


“US
StorageMart Portfolio Intercreditor Agreement” means the intercreditor, co-lender or comparable agreements between
the initial holders of the promissory notes comprising the US StorageMart Portfolio Non-Serviced Loan Combination.


 


“US
StorageMart Portfolio Mortgage” means the Mortgage securing the US StorageMart Portfolio Mortgage Loan, the US StorageMart
Portfolio Non-Serviced Companion Loan and the US StorageMart Portfolio B Note.


 


“US
StorageMart Portfolio Mortgage Loan” means the Mortgage Loan evidenced by the promissory note designated as “Note
A-1F” and identified as “US StorageMart Portfolio” on the Mortgage Loan Schedule, and that is pari passu
in right of payment with the US StorageMart Portfolio Non-Serviced Companion Loan to the extent set forth in the US StorageMart
Portfolio Intercreditor Agreement and that is, together with the US StorageMart Portfolio Non-Serviced Companion Loan, generally
senior in right of payment to the US StorageMart Portfolio B Note to the extent set forth in the US StorageMart Portfolio Intercreditor
Agreement. The US StorageMart Portfolio Mortgage Loan is a “Mortgage Loan.”


 


“US
StorageMart Portfolio Non-Serviced Companion Loan” means, collectively, the promissory notes designated as “Note
A-1A,” “Note A-1B,” “Note A-1C,” “Note A-1D” and “Note A-1E” that are not
included in the Trust and that are pari passu in right of payment with the US StorageMart Portfolio Mortgage Loan to the
extent set forth in the US StorageMart Portfolio Intercreditor Agreement and that are, together with the US StorageMart Portfolio
Mortgage Loan, generally senior in right of payment to the US StorageMart Portfolio B Note to the extent set forth in the US StorageMart
Portfolio Intercreditor Agreement. The US StorageMart Portfolio Non-Serviced Companion Loan is not a “Mortgage Loan.”


 


“US
StorageMart Portfolio Non-Serviced Loan Combination” means, collectively, the US StorageMart Portfolio Mortgage
Loan, the US StorageMart Portfolio Non-Serviced Companion Loan and the US StorageMart 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


 






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of
the Class V and Class R Certificates, 0%; (b) in the case of any Class of Class X Certificates, a percentage equal
to the product of (i) 1%, multiplied by (ii) a fraction, the numerator of which is the Notional Amount of such Class and the denominator
of which is the aggregate of the Notional Amounts of all Classes of the Class X Certificates; and (c) in the case of any
Class of Principal Balance Certificates, a percentage equal to the product of (i) 99% multiplied by (ii) a fraction,
the numerator of which is equal to the Aggregate Certificate Balance of such Class and the denominator of which is equal to the
Aggregate Certificate Balance of all Classes of Principal Balance Certificates; provided that, (i) 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 and (ii) the Class A-S Certificates and the Class A-S-PST
Component shall be considered as if they together constitute a single “Class”, the Class B Certificates and the Class
B-PST Component shall be considered as if they together constitute a single “Class”, the Class C Certificates and
the Class C-PST Component shall be considered as if they together constitute as single “Class,” and the Holders of
the Class PST Certificates shall have the Voting Rights so allocated to the Class PST Components and no other Voting Rights. The
Voting Rights of any Class of Certificates shall be allocated among Holders of Certificates of such Class in proportion to their
respective Percentage Interests.


 


“Weighted
Average REMIC I Net Mortgage Rate” means, with respect to any Distribution Date, the weighted average of the
REMIC I Net Mortgage Rates for the REMIC I Regular Interests, weighted on the basis of their respective REMIC I Principal
Amounts as of the close of business on the preceding Distribution Date.


 


“WHFIT”
means a “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22)
or successor provisions.


 


“WHFIT
Regulations” means Treasury Regulations section 1.671-5, as amended.


 


“WHMT”
means a “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor
provisions.


 


“Workout-Delayed
Reimbursement Amount” has the meaning set forth in subsection (II)(i) of Section 5.2(a).


 


“Workout
Fee” means a fee payable with respect to any Rehabilitated Mortgage Loan, equal to the lesser of (1) $1,000,000
in the aggregate with respect to any particular workout of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) that is
a Specially Serviced Mortgage Loan and (2) the product of (x) 1.0% and (y) the amount of each collection of interest
(other than default interest and any Excess Interest) and principal received (including any Condemnation Proceeds or Insurance
Proceeds received and applied as a collection of such interest and principal) on such Mortgage Loan (including, for this purpose,
any related Serviced Companion Loan or Serviced B Note, as applicable), for so long as it remains a Rehabilitated Mortgage Loan;
provided, that the Workout Fee with respect to any Rehabilitated Mortgage Loan shall be reduced by the amount of any Excess
Modification Fees actually received by the


 






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Special
Servicer as additional servicing compensation (i) with respect to the related Mortgage Loan, Serviced Companion Loan or Serviced
B Note, as applicable, at any time within the prior eighteen (18) months in connection with each modification, restructure, extension,
waiver or amendment that constituted a modification of the related Mortgage Loan, Loan Pair or A/B Whole Loan while the Mortgage
Loan or the related Serviced Companion Loan or Serviced B Note, as applicable, was a Specially Serviced Mortgage Loan and (ii)
with respect to the related Mortgage Loan, Serviced Companion Loan or Serviced B Note, as applicable, at any time within the prior
nine (9) months in connection with each modification, restructure, extension, waiver or amendment that constitutes a modification
of the related Mortgage Loan, Loan Pair or A/B Whole Loan while the Mortgage Loan or the related Serviced Companion Loan or Serviced
B Note, as applicable, was a Non-Specially Serviced Mortgage Loan, but, in each case, only to the extent those Excess Modification
Fees have not previously been deducted from a Workout Fee or Liquidation Fee. Notwithstanding the foregoing, if a Mortgage Loan
or Serviced Companion Loan becomes a Specially Serviced Mortgage Loan only because of an event described in clause (i) of
the definition of “Servicing Transfer Event” as a result of payment default on the related maturity date and the related
collection of principal and interest is received within three (3) months following the related maturity date as a result
of the related Mortgage Loan or Serviced Companion Loan being refinanced or otherwise repaid in full, the Special Servicer shall
not be entitled to collect a Workout Fee out of the proceeds received in connection with such workout if such fee would reduce
the amount available for distributions to Certificateholders, but the Special Servicer may collect from the related Mortgagor
and retain (x) a workout fee, (y) such other fees as are provided for in the related Mortgage Loan documents and (z) other appropriate
fees in connection with such workout.


 


Section 1.2     Calculations
Respecting Mortgage Loans.


 


(a)          Calculations
required to be made by the Certificate Administrator pursuant to this Agreement with respect to any Mortgage Loan, Serviced Companion
Loan or Serviced B Note shall be made based upon current information as to the terms of such Mortgage Loan, Serviced Companion
Loan and Serviced B Note and reports of payments received from the Master Servicer on such Mortgage Loan, Serviced Companion Loan
and Serviced B Note and payments to be made to the Certificate Administrator as supplied to the Certificate Administrator by the
Master Servicer. The Certificate Administrator shall not be required to recompute, verify or recalculate the information supplied
to it by the Master Servicer and may conclusively rely upon such information in making such calculations. If, however, a Responsible
Officer of the Certificate Administrator has actual knowledge of an error in the calculations, the Certificate Administrator shall
inform the Master Servicer of such error.


 


(b)          All
amounts collected by or on behalf of the Trust in respect of any Mortgage Loan (other than an REO Mortgage Loan) in the form of
payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (exclusive, if applicable,
in the case of an A/B Whole Loan or Loan Pair, of any amounts payable to the holder of the related Serviced B Note or Serviced
Companion Loan, as applicable, pursuant to the related Intercreditor Agreement) shall be allocated to amounts due and owing thereunder
(including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Loan
documents and Intercreditor Agreement; provided, in the absence of such express provisions or if and to the extent that
such terms authorize the


 






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mortgagee
to use its discretion and in any event for purposes of calculating distributions hereunder after an event of default under the
related Mortgage Loan, all such amounts collected (exclusive, if applicable, in the case of an A/B Whole Loan or Loan Pair, of
any amounts payable to the holder of the related Serviced B Note or Serviced Companion Loan, as applicable, pursuant to the related
Intercreditor Agreement) shall be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan in the
following order of priority:


 


(i)            as
a recovery of any unreimbursed Advances with respect thereto and unpaid interest on all Advances and, if applicable, unreimbursed
and unpaid Additional Trust Expenses with respect thereto;


 


(ii)           as
a recovery of Nonrecoverable Advances with respect thereto and any interest thereon to the extent previously reimbursed or paid,
as the case may be, from collections on other Mortgage Loans (including REO Mortgage Loans);


 


(iii)          to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest thereon
(exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest thereon
at the related Mortgage Rate to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full
monthly payment from the related Mortgagor, through the related Due Date), over (B) the cumulative amount of the reductions
(if any) in the amount of related P&I Advances therefor that have theretofore occurred under this Agreement in connection
with Appraisal Reductions (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest
pursuant to clause (v) below on earlier dates);


 


(iv)          to
the extent not previously allocated pursuant to clause (i) above, as a recovery of principal thereof then due and
owing, including by reason of acceleration thereof following a default thereunder (or, if such Mortgage Loan has been liquidated,
as a recovery of principal to the extent of its entire remaining Unpaid Principal Balance);


 


(v)          as
a recovery of accrued and unpaid interest thereon to the extent of the cumulative amount of the reductions (if any) in the amount
of related P&I Advances therefor that have theretofore occurred under this Agreement in connection with related Appraisal
Reductions (to the extent that collections have not been allocated as recovery of accrued and unpaid interest pursuant to this
clause (v) on earlier dates);


 


(vi)          as
a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items relating thereto;


 


(vii)         as
a recovery of any other reserves to the extent then required to be held in escrow with respect thereto;


 


(viii)        as
a recovery of any Prepayment Premiums then due and owing thereunder;


 


(ix)           as
a recovery of any Default Interest or Late Fees then due and owing thereunder;


 






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(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, if applicable, accrued
and unpaid Excess Interest (if both consent fees and Trust Advisor Consulting Fees are due and owing, first, allocated
to consent fees and then, allocated to Trust Advisor Consulting Fees);


 


(xii)          as
a recovery of any remaining principal thereof, to the extent of its entire remaining Unpaid Principal Balance; and


 


(xiii)        in
the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided
that, to the extent required under the REMIC Provisions, payments or proceeds received with respect to any partial release
of a Mortgaged Property if, immediately following such release, the loan-to-value ratio of the related Mortgage Loan exceeds 125%
(based solely on the value of real property and excluding personal property and going concern value, if any), must be allocated
to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions.


 


(c)          Collections
by or on behalf of the Trust in respect of the REO Property (exclusive of amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of an A/B Whole
Loan or a Loan Pair, exclusive of any amounts payable to the holder of the related Serviced B Note or Serviced Companion Loan,
as applicable, pursuant to the related Intercreditor Agreement) shall be deemed allocated for purposes of collecting amounts due
under the related REO Mortgage Loan in the following order of priority:


 


(i)            as
a recovery of any unreimbursed Advances with respect thereto and unpaid interest on all Advances and, if applicable, unreimbursed
and unpaid Additional Trust Expenses with respect thereto;


 


(ii)           as
a recovery of Nonrecoverable Advances with respect thereto and any interest thereon to the extent previously reimbursed or paid,
as the case may be, from collections on other Mortgage Loans (including REO Mortgage Loans);


 


(iii)           to
the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest thereon
(exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest thereon
at the related Mortgage Rate to, but not including, the Due Date in the Collection Period in which such collections were received,
over (B) the cumulative amount of the reductions (if any) in the amount of related P&I Advances therefor that have theretofore
occurred under this Agreement in connection with Appraisal Reductions (to the extent that collections have not been allocated
as a recovery of accrued and unpaid interest pursuant to clause (v) below or Section 1.2(b)(v) on earlier dates);


 






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(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 (if
both consent fees and Trust Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Trust Advisor Consulting Fees); and


 


(x)           in
the case of an REO Mortgage Loan that is an ARD Mortgage Loan after the related Anticipated Repayment Date, any accrued but unpaid
Excess Interest.


 


(d)          The
applications of amounts received in respect of any Mortgage Loan pursuant to subsection (b) of this Section 1.2
shall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received
in respect of any REO Mortgage Loan or any REO Property pursuant to subsection (c) of this Section 1.2
shall be determined by the Special Servicer in accordance with the Servicing Standard.


 


(e)          All
net present value calculations and determinations made hereunder with respect to the Mortgage Loans or a Mortgaged Property or
REO Property (including for purposes of the definition of “Servicing Standard”) shall be made using the Calculation
Rate.


 


Section
1.3     Calculations
Respecting Accrued Interest. Accrued interest on any Certificate shall be calculated on a 30/360 Basis.
Pass-Through Rates shall be carried out to eight (8) decimal places, rounded if necessary. All dollar amounts calculated
hereunder shall be rounded to the nearest penny.


 


Section
1.4     Interpretation.


 


(a)          Whenever
the Agreement refers to a Distribution Date and a “related” Collection Period, Determination Date, Distribution Date
Statement, Due Date, Interest Accrual Period, Master Servicer Remittance Date, Record Date, Report Date or Special Servicer Remittance
Date, such reference shall be to the Collection Period, Determination Date,


 






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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 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.


 






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(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 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


 






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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 by the applicable Seller pursuant to Section 2.3; (ii) any
purchase of the related A Note or Serviced Pari Passu Loan by the owner of the related Serviced B Note or Serviced Companion
Loan pursuant to the terms of the related Intercreditor Agreement; and (iii) any payment in full of any and all amounts due
(or deemed due) under the related A Note or Serviced Pari Passu Mortgage Loan (or its successor REO Mortgage Loan) including
amounts to which the holder of such A Note or Serviced Pari Passu Mortgage Loan is entitled under the related Intercreditor
Agreement; provided, that this statement shall not limit (A) the duty of the Master Servicer or the Special Servicer
to deliver or make available the reports otherwise required of it hereunder with respect to the Collection Period in which such
event occurs or (B) the rights of the Master Servicer or the Special Servicer that may otherwise accrue or arise in connection
with the performance of its duties hereunder with respect to such A/B Whole Loan or Loan Pair prior to the date on which such
event occurs.


 


(c)          In
connection with any purchase described in clause (ii) of Section 1.6(b) or an event described in clause (iii)
of Section 1.6(b), the Custodian, the Master Servicer and the Special Servicer shall each tender to (in the case
of a purchase under such clause (ii)) the related purchaser (provided that the related purchaser shall have
paid the full amount of the applicable purchase price) or (in the case of such clause (iii)) to the holder of the
related Serviced Companion Loan or Serviced B Note (if then still outstanding), after delivery to them of a receipt executed by
such purchaser or holder, all portions of the Mortgage File and other documents pertaining to such Loan Pair or A/B Whole Loan,
as applicable, possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to
the extent necessary or appropriate to such purchaser or holder (or the designee of such purchaser or holder) in the same manner,
and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which documents were
previously assigned to the Trustee by the related Seller, but in any event, without recourse, representation or warranty; provided
that such tender by such party shall be conditioned upon its receipt from the Master Servicer of a Request for Release. The
Master Servicer shall, and is also hereby authorized and empowered by the Trustee to, convey to such purchaser or such holder
any deposits then held in an Escrow Account relating to the applicable A/B Whole Loan or Loan Pair. If a Serviced Pari Passu Mortgage
Loan and the related Serviced Companion Loan 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.


 









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(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 and such holder shall not suffer
any adverse consequences as a result of the payment of such expense.


 


(e)          With
respect to the 32 Old Slip Fee Loan Pair, the parties hereto acknowledge and agree that the 32 Old Slip Fee Mortgage Loan is pari
passu in right of payment with the 32 Old Slip Fee Serviced Companion Loan to the extent set forth in the 32 Old Slip Fee
Intercreditor Agreement. At no time shall any holder of the 32 Old Slip Fee Serviced Companion Loan be the Loan-Specific Directing
Holder for the 32 Old Slip Fee Loan Pair; provided, that, the holder of the 32 Old Slip Fee 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 32 Old Slip Fee Intercreditor Agreement.


 


(f)          With
respect to the Aviare Place Apartments Loan Pair, the parties hereto acknowledge and agree that the Aviare Place Apartments Mortgage
Loan is pari passu in right of payment with the Aviare Place Apartments Serviced Companion Loan to the extent set forth
in the Aviare Place Apartments Intercreditor Agreement. At no time shall any holder of the Aviare Place Apartments Serviced Companion
Loan be the Loan-Specific Directing Holder for the Aviare Place Apartments Loan Pair; provided, that, the holder of the
Aviare Place 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 Aviare Place Apartments Intercreditor Agreement.


 


(g)          The
parties hereto acknowledge and agree that the TKG 3 Retail Portfolio Mortgage Loan is pari passu in right of payment with
the TKG 3 Retail Portfolio Companion Loan to the extent set forth in the TKG 3 Retail Portfolio Intercreditor Agreement. The TKG
3 Retail Portfolio Directing Holder shall at all times have consent rights and the right to direct the Master Servicer and Special
Servicer (or, on and after the TKG 3 Retail Portfolio Companion Loan Securitization Date, the applicable Non-Serviced Mortgage
Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer) with respect to the administration of the TKG 3 Retail Portfolio
Loan Pair as and to the extent set forth in the TKG 3 Retail Portfolio Intercreditor Agreement; provided, that, on and
after the TKG 3 Retail Portfolio Companion Loan Securitization Date, the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period) shall have certain limited non-binding consultation rights (and the applicable
Non-Serviced Mortgage Loan Master Servicer or the applicable Non-Serviced Mortgage Loan Special Servicer, as appropriate in light
of the circumstances, shall be required to consult with the Controlling Class Representative to the


 






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extent
the Controlling Class Representative requests consultation in accordance with the terms of the TKG 3 Retail Portfolio Intercreditor
Agreement) as and to the extent set forth in the TKG 3 Retail Portfolio Intercreditor Agreement.


 


In
connection with the securitization of the TKG 3 Retail Portfolio Companion Loan while it is a Serviced Companion Loan, upon the
request of (and at the expense of) the related Serviced Companion Loan holder, each of the Master Servicer and the Special Servicer,
as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Loan holder in attempting to cause the related
Mortgagor to provide information relating to the TKG 3 Retail Portfolio Loan Pair and the related notes, and that such holder
reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to an Other Securitization
that will include such Serviced Companion Loan.


 


On
and after the TKG 3 Retail Portfolio Companion Loan Securitization Date, the TKG 3 Retail Portfolio Mortgage Loan and the TKG
3 Retail Portfolio Companion Loan, collectively, shall be a “Non-Serviced Loan Combination,” the TKG 3 Retail Portfolio
Companion Loan shall be a “Non-Serviced Companion Loan,” and the TKG 3 Retail Portfolio Mortgage Loan shall be a “Non-Serviced
Mortgage Loan.”


 


On
the TKG 3 Retail Portfolio Companion Loan Securitization Date (i) the Custodian shall, upon receipt of a Request for Release,
transfer the Mortgage File (other than the promissory note(s) evidencing the TKG 3 Retail Portfolio Mortgage Loan, and any accompanying
allonges, the originals of which shall be retained by the Custodian) for the TKG 3 Retail Portfolio Loan Pair to the applicable
Other Custodian, retain a copy of each such transferred document and otherwise take all actions reasonably necessary for the transfer
of custody of such Mortgage Loan documents to such Other Custodian, (ii) upon receipt of written request and proposed assignment
documentation, the Master Servicer (pursuant to the power of attorney executed by the Trustee pursuant to Section 2.3(b))
shall execute assignment documentation reasonably acceptable to it and reasonably necessary to assign to the Other Trustee the
applicable Mortgage Loan documents related to the TKG 3 Retail Portfolio Loan Pair and (iii) upon receipt of written request,
the Master Servicer shall transfer the Servicer Mortgage File for, and otherwise take all actions reasonably necessary for the
transfer of the servicing of, the TKG 3 Retail Portfolio Loan Pair to the Other Master Servicer.


 


(h)          With
respect to the Hilton Garden Inn W 54th Street Non-Serviced Loan Combination, the parties hereto acknowledge and agree that (i)
the Hilton Garden Inn W 54th Street Mortgage Loan is pari passu in right of payment with the Hilton Garden Inn W 54th Street
Non-Serviced Companion Loan to the extent set forth in the Hilton Garden Inn W 54th Street Intercreditor Agreement and (ii) the
Hilton Garden Inn W 54th Street B Note is generally subordinate in right of payment to the Hilton Garden Inn W 54th Street Mortgage
Loan and the Hilton Garden Inn W 54th Street Non-Serviced Companion Loan to the extent set forth in the Hilton Garden Inn W 54th
Street Intercreditor Agreement. The Hilton Garden Inn W 54th Street 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 Hilton Garden Inn W 54th Street Non-Serviced Loan Combination as and to the extent set
forth in the Hilton Garden Inn W 54th Street Intercreditor Agreement; provided, that, during any Subordinate Control Period
and any Collective


 






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Consultation
Period, the Controlling Class Representative shall have certain limited non-binding consultation rights (and the Non-Serviced
Mortgage Loan Master Servicer or the Non-Serviced Mortgage Loan Special Servicer, as appropriate in light of the circumstances,
shall be required to consult with the Controlling Class Representative to the extent the Controlling Class Representative requests
consultation in accordance with the terms of the Hilton Garden Inn W 54th Street Intercreditor Agreement) as and to the extent
set forth in the Hilton Garden Inn W 54th Street Intercreditor Agreement.


 


(i)          With
respect to the US StorageMart Portfolio Non-Serviced Loan Combination, the parties hereto acknowledge and agree that (i) the US
StorageMart Portfolio Mortgage Loan is pari passu in right of payment with the US StorageMart Portfolio Non-Serviced Companion
Loan to the extent set forth in the US StorageMart Portfolio Intercreditor Agreement and (ii) the US StorageMart Portfolio B Note
is generally subordinate in right of payment to the US StorageMart Portfolio Mortgage Loan and the US StorageMart Portfolio Non-Serviced
Companion Loan to the extent set forth in the US StorageMart Portfolio Intercreditor Agreement. The US StorageMart Portfolio Directing
Holder shall at all times have consent rights and the right to direct the applicable Non-Serviced Mortgage Loan Master Servicer
and Non-Serviced Mortgage Loan Special Servicer with respect to the administration of the US StorageMart Portfolio Non-Serviced
Loan Combination as and to the extent set forth in the US StorageMart Portfolio Intercreditor Agreement; provided, that,
during any Subordinate Control Period and any Collective Consultation Period, the Controlling Class Representative shall have
certain limited non-binding consultation rights (and the Non-Serviced Mortgage Loan Master Servicer or the Non-Serviced Mortgage
Loan Special Servicer, as appropriate in light of the circumstances, shall be required to consult with the Controlling Class Representative
to the extent the Controlling Class Representative requests consultation in accordance with the terms of the US StorageMart Portfolio
Intercreditor Agreement) as and to the extent set forth in the US StorageMart Portfolio Intercreditor Agreement.


 


(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 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


 






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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 each 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 the
securitization of the related Mortgage Loan stating that, as of the Closing Date, the Trustee is the holder of the applicable
Mortgage Loan. Such notice shall be accompanied by the name and contact information of each of the Trustee, the Master Servicer
and the Special Servicer.


 


(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 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


 






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REO
Loans), as applicable) shall determine, in accordance with its duties under this Agreement and, in the case of the Master Servicer
or the Special Servicer, in accordance with the Servicing Standard, whether or not such action would be in the best interests
of the Certificateholders and, in the case of an A/B Whole Loan or Loan Pair, Certificateholders and any holder of any related
Serviced B Note or Serviced Companion Loan (as a collective whole as if such Certificateholders and Serviced B Note or Serviced
Companion Loan holder constituted a single lender), and if the Requesting Party (or, if the Requesting Party is the related Mortgagor,
then the Master Servicer or the Special Servicer, as applicable) determines that such action would be in the best interest of
such parties, then the requirement for a Rating Agency Confirmation will be deemed not to apply, and (y) with respect to a replacement
of the Master Servicer or Special Servicer, such condition shall be deemed to be satisfied (i) if Moody’s or DBRS 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 such non-responding
Rating Agency and serviced by the applicable servicer prior to the time of determination or (ii) if Fitch is the non-responding
Rating Agency, the applicable replacement is rated at least “CMS3” (in the case of the Master Servicer) or “CSS3”
(in the case of the Special Servicer).


 


Promptly
following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section
1.7(a) following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Master Servicer or
Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action
taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 5.7 of this Agreement.


 


(b)          Notwithstanding
anything to the contrary in this Section 1.7, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral), release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents with respect to which the Master
Servicer or Special Servicer would have been required to make the determination described in Section 1.7(a) shall be deemed
not to apply regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related Mortgagor,
the Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially
Serviced Mortgage Loans and REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or
the Special Servicer, as applicable) shall in any event review the other conditions required under the related Mortgage Loan documents
with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard
that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.


 


(c)          For
all other matters or actions not specifically discussed in Section 1.7(a) above, the applicable Requesting Party shall
deliver a Rating Agency Confirmation from each Rating Agency.


 






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(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 DBRS, to:



DBRS, Inc.

333 West Wacker, Suite 1800

Chicago, Illinois 60606

Fax: (312) 332-3492

Attention: Commercial Mortgage Surveillance

Email: cmbs.surveillance@dbrs.com


 


If
to Fitch, to:



Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Fax: (212) 635-0294

Attention: Commercial Mortgage Surveillance

Email: info.cmbs@fitchratings.com


 


If
to 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


 


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-C23” 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
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) with respect to the Exchangeable Certificates,
each of the EC REMIC III Regular Interests 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 and
due after their respective Due Dates in June 2015. The transfer of the Mortgage Loans and the related rights and property accomplished
hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates
by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from
and after June 1, 2015. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service
such Mortgage Loans are subject to the terms and conditions of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement
and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of this Agreement,
hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement
and, with respect to each Serviced Pari Passu Mortgage Loan and Serviced Companion Loan, the related Intercreditor Agreement.
The transfer and assignment of any A Notes and any Serviced Pari Passu Mortgage Loans to the Trustee and the right to service
such Mortgage Loans are subject to the terms of the related Intercreditor Agreements, and the Trustee, by the execution and delivery
of this Agreement, hereby agrees, that such Mortgage Loans remain subject to the terms of the related Intercreditor Agreements
(or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable
Mortgage Loan documents and Section 8.30 hereof).


 


(b)          In
connection with the Depositor’s assignment pursuant to Section 2.1(a) above, the Depositor shall direct, and
hereby represents and warrants that it has directed, each Seller pursuant to the applicable Mortgage Loan Purchase Agreement to
deliver to and deposit with, or cause to be delivered to and deposited with the Custodian (on behalf of the Trustee), on or before
the Closing Date, the Mortgage Note for each Mortgage Loan so assigned, endorsed to the Trustee as specified in clause (i)
of the definition of “Mortgage File.” Each Seller is


 






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required,
pursuant to the applicable Mortgage Loan Purchase Agreement, to deliver to the Custodian (on behalf of the Trustee) the remaining
documents constituting the Mortgage File for each Mortgage Loan within the time period set forth therein. None of the Trustee,
the Certificate Administrator, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by any
Seller or the Depositor to comply with the document delivery requirements of the Mortgage Loan Purchase Agreements and this Section 2.1(b).
Promptly upon receipt (but no later than ten (10) Business Days after the Closing Date), the Custodian shall deliver to the Master
Servicer each original letter of credit set forth on Schedule XVI hereto, and the Master Servicer shall hold such original
letters of credit on behalf of the Trustee pursuant to and in accordance with clause (xii) of the definition of “Mortgage
File”. Notwithstanding anything to the contrary contained herein, with respect to a Joint Mortgage Loan, the obligations
of each of the applicable Sellers to deliver a Mortgage Note to the Custodian (on behalf of the Trustee), shall be limited to
delivery of only the Mortgage Note held by such party to the Custodian (on behalf of the Trustee). With respect to a Joint Mortgage
Loan, the obligations of the applicable Sellers to deliver the remaining portion of the related Mortgage File or any document
required to be delivered with respect thereto shall be joint and several, provided that either of the applicable Sellers
may deliver one Mortgage File or one of any other document required to be delivered with respect to such Mortgage Loan hereunder
and such delivery shall satisfy such delivery requirements for each of the applicable Sellers.


 


(c)          The
applicable Seller has agreed in the applicable Mortgage Loan Purchase Agreement, at the expense of such Seller as to each of its
respective Mortgage Loans (other than with respect to any Non-Serviced Mortgage Loan), (i) in the case of clauses (iv)
and (vi)(B) of the definition of “Mortgage File” within forty-five (45) days following the Closing
Date and (ii) in the case of clause (ix)(B) of the definition of “Mortgage File” within ninety (90) days
following the Closing Date, to deliver for submission for recording or filing by the Depositor, the Custodian (on behalf of the
Trustee) or the agents of either, as the case may be, in the appropriate public office for real property records or UCC financing
statements, as appropriate, each assignment referred to in clauses (iv), (vi)(B) and (ix)(B) of the
definition of “Mortgage File.” Each such assignment shall reflect that it should be returned by the public recording
office to the Custodian (on behalf of the Trustee) following recording or filing; provided that in those instances where
the public recording office retains the original Assignment of Mortgage, assignment of Assignment of Leases or assignment of UCC
financing statements, the applicable Seller shall obtain therefrom a certified copy of the recorded original and forward such
copy to the Custodian (on behalf of the Trustee) and the Special Servicer. If any such document or instrument is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, the applicable Seller shall, pursuant to the applicable
Mortgage Loan Purchase Agreement, promptly prepare or cause to be prepared a substitute therefor or cure such defect, as the case
may be, and thereafter the applicable Seller shall, at its own expense (except in the case of a document or instrument that is
lost by the Custodian), upon receipt thereof cause the same to be duly recorded or filed, as appropriate.


 


The
parties acknowledge the obligation of each Seller pursuant to Section 2 of the related Mortgage Loan Purchase Agreement to
deliver to or on behalf of the Trustee, on or before the fifth (5th) Business Day after the Closing Date, five
(5) limited powers of attorney substantially in the form attached as Exhibit 4 to the Mortgage Loan Purchase
Agreement in favor of the Custodian (on behalf of the Trustee) and the Special Servicer to empower the


 






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Custodian
(on behalf of the Trustee) and, in the event of the failure or incapacity of the Custodian (on behalf of the Trustee), the Special
Servicer, to submit, or to cause the Custodian to submit for recording, at the expense of the applicable Seller, any mortgage
loan documents required to be recorded as set forth in the preceding paragraph and any intervening assignments with evidence of
recording thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously been
delivered to or on behalf of the Trustee). The Sellers agree to reasonably cooperate with the Custodian, the Trustee and the Special
Servicer in connection with any additional powers of attorney or revisions thereto that are requested by such parties for purposes
of such recordation. The Trustee and each other party hereto agrees that no such power of attorney shall be used with respect
to any Mortgage Loan by or under authorization by any party hereto except to the extent that the absence of a document described
in the second (2nd) preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier
of (i) the date that is 180 days following the delivery of notice of such absence to the related Seller, but in no event
earlier than 18 months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes a Specially
Serviced Mortgage Loan. The Custodian shall submit such documents for recording, at the related Seller’s expense, after
the periods set forth above; provided, the Custodian shall not submit such assignments for recording if the applicable
Seller produces evidence that it has sent any such assignment for recording and certifies that it is awaiting its return from
the applicable recording office. Each of the Sellers has engaged a separate third party agent other than the Custodian or the
Trustee to perform the recording obligations described in this Section 2.1(c).


 


(d)          All
relevant servicing or loan documents and records in the possession of the Depositor or the Sellers that relate to the Mortgage
Loans, Serviced Companion Loans or Serviced B Notes and that are not required to be a part of a Mortgage File in accordance with
the definition thereof shall be delivered to the Master Servicer, on or before the date that is forty-five (45) days following
the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders.
To the extent delivered to the Master Servicer by the related Seller, the Servicer Mortgage File shall include, to the extent
required to be (and actually) delivered to the applicable Seller pursuant to the applicable Mortgage Loan documents, copies of
each item set forth in the definition of “Servicer Mortgage File” in this Agreement. Notwithstanding the foregoing,
no Seller shall be required to deliver any draft documents, or any attorney-client communications that are privileged communications
or constitute legal or other due diligence analyses or attorney work product, or internal communications of the Seller or its
affiliates among themselves or with their respective attorneys, or credit underwriting or other analyses or data (and, if received,
shall be returned and any copies thereof destroyed). Delivery of any of the foregoing documents to a sub-servicer shall be deemed
delivery to the Master Servicer and satisfy the Depositor’s obligations under this Section 2.1(d). Neither the
Master Servicer nor the Special Servicer shall have any liability for the absence of any of the foregoing items from the Servicer
Mortgage File if such item was not delivered by the related Seller.


 


Schedule
XVIII attached hereto lists the Mortgaged Properties that, as of the Closing Date, are hospitality properties and that are subject
to a franchise, management or similar agreement with a related comfort letter in favor of the respective 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


 






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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 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 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 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 shall be deemed
to have been transferred from the Depositor to the Trustee on behalf of the Certificateholders.


 


Section
2.2     Acceptance by Trustee. The Custodian (on behalf of the Trustee) hereby acknowledges receipt
of a Trust Mortgage File for each Mortgage Loan and confirms that, with respect to each Mortgage Loan, all documents listed in
clauses (i), (ii), (vii), (viii), (x) and (xii) of the definition of “Mortgage
File” are in its possession. Within ten (10) days of the Closing Date, the Custodian shall provide a copy of all documents
listed in clauses (i), (ii), (vii), (viii), (x) and (xii) of the definition of
“Mortgage File” to the Master


 






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Servicer.
The Custodian will hold (i) the documents constituting a part of the Mortgage Files delivered to it or the Custodian on its
behalf, (ii) the REMIC I Regular Interests, (iii) the REMIC II Regular Interests, in each case on behalf of
the Trustee in trust for the use and benefit of all present and future Certificateholders and (iv) the EC REMIC III Regular Interests,
in each case on behalf of the Trustee in trust for the use and benefit of all present and future Holders of the Exchangeable Certificates.
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, 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.


 


On
the Closing Date in respect of the Initial Certification, and within seventy-five (75) days after the Closing Date in
respect of the Final Certification, the Custodian (on the Trustee’s behalf) shall examine the Mortgage Files in its possession,
and shall deliver to the Depositor, the Sellers, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the
Certificate Administrator, the 17g-5 Information Provider, the Controlling Class Representative and, upon request, the holder
of any Serviced Companion Loan a certification (the “Initial Certification” and the “Final Certification”,
respectively, in the respective forms set forth as Exhibit B-1 and Exhibit B-2 hereto), which (together with any
related exceptions) shall be in electronic format (including Excel compatible format) (i) in the case of the Initial Certification,
as to each Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified in the schedule of exceptions attached
thereto, to the effect that: (A) all documents listed in clauses (i), (ii), (vii), (viii),
(x) and (xii) of the definition of “Mortgage File” are in its possession, (B) such documents have
been reviewed by it and have not been materially mutilated, damaged, defaced, torn or otherwise physically altered, and such documents
relate to such Mortgage Loan, and (C) each Mortgage Note has been endorsed as provided in clause (i) of the definition
of “Mortgage File”, and (ii) in the case of the Final Certification, as to each Mortgage Loan listed in the Mortgage
Loan Schedule, except as may be specified in the schedule of exceptions attached thereto, to the effect that: (A) all documents
listed in clauses (i), (ii), (iv), (v), (vi), (vii), (viii), (x)
and (xii) of the definition of “Mortgage File” required to be included in the Mortgage File (to the extent
required to be delivered pursuant to this Agreement), and with respect to all documents specified in the other clauses of the
definition of “Mortgage File” to the extent known by a Responsible Officer of the Custodian (on the Trustee’s
behalf) to be required pursuant to this Agreement, are in its possession, (B) such documents have been reviewed by it and
have not been materially mutilated, damaged, defaced, torn or otherwise physically altered, and such documents relate to such
Mortgage Loan, (C) based on its examination and only as to the Mortgage Note and Mortgage, the street address (excluding
zip code) of the Mortgaged Property set forth in the Mortgage Loan Schedule respecting such Mortgage Loan accurately reflects
the information contained in the documents in the Mortgage File, and (D) each Mortgage Note has been endorsed. Notwithstanding
the foregoing, the delivery of a commitment to issue a Title Insurance Policy in lieu of the delivery


 






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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, until the earliest of
the following dates: (i) the date on which all such exceptions are eliminated (any such elimination resulting from the fact
that recordation and/or filing has been completed shall be based solely on receipt by the Custodian (on the Trustee’s behalf)
of the particular documents showing evidence of the recordation and/or filing), (ii) the date on which all the affected Mortgage
Loans are removed from the Trust and (iii) the second (2nd) anniversary of the Closing Date, and shall provide
such updated schedule of exceptions (which shall be in electronic format, including Excel-compatible format) to each of the Trustee,
the Depositor, each Seller (as to its respective Mortgage Loans only), the Master Servicer, the Special Servicer, the Trust Advisor,
the Certificate Administrator, the 17g-5 Information Provider (who shall post such updated schedule of exceptions on the 17g-5
Information Provider’s Website pursuant to Section 5.7), the Controlling Class Representative, the holder of
any Serviced Companion Loan 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


 






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Custodian
the names and addresses of each holder of a Serviced Companion Loan 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 required to be made by a Seller regarding the characteristics
of the Mortgage Loans and/or the related Mortgaged Properties as set forth in Exhibit 2 of the related Mortgage Loan Purchase
Agreements, and either (i) the defect or breach, as the case may be, materially and adversely affects the interests of the
holders of the Certificates in the related Mortgage Loan or (ii) both (A) the defect or breach materially and adversely affects
the value of the Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan
(any such defect described in the preceding clause (i) or (ii), a “Material Document Defect”,
and such a breach described in the preceding clause (i) or (ii), a “Material Breach”), then
the party determining that such Material Document Defect or Material Breach exists shall give prompt written notice to the Depositor,
the other parties hereto, the related Seller and the 17g-5 Information Provider subject to the terms of the applicable Mortgage
Loan Purchase Agreement. Promptly (but in any event within three (3) Business Days) upon determining (or becoming aware of another
party’s determination) that any such Material Document Defect or Material Breach exists (which determination shall, absent
evidence to the contrary, be presumed to be no earlier than three (3) Business Days prior to the delivery of the notice referred
to below), the Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to
any Specially Serviced Mortgage Loan), as applicable, shall (and the Special Servicer (with respect to any Mortgage Loan) may)
request that the related Seller, not later than ninety (90) days from such Seller’s receipt of the notice of such Material
Document Defect or Material Breach, cure such Material Document Defect or Material Breach, as the case may be, in all material
respects; provided, that if such Material Document Defect or Material Breach, as the case may be, cannot be corrected or


 






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cured
in all material respects within such 90-day period, and such Material Document Defect or Material Breach would not cause the Mortgage
Loan to be other than a “qualified mortgage” (as defined in the Code) but the related Seller is diligently attempting
to effect such correction or cure, as certified by such Seller in an Officer’s Certificate delivered to the Trustee and
the Custodian, then the cure period will be extended for an additional ninety (90) days unless, solely in the case of a Material
Document Defect, (x) the Mortgage Loan is then a Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred
as a result of a monetary default or as set forth in clause (ii) or clause (v) of the definition of “Servicing
Transfer Event” and (y) the Material Document Defect was identified in a certification delivered to the Seller by the
Custodian (on behalf of the Trustee) pursuant to Section 2.2 not less than ninety (90) days prior to the receipt
by the applicable Seller of the notice of such Material Document Defect. The parties acknowledge that neither delivery of a certification
or schedule of exceptions to a Seller pursuant to Section 2.2 or otherwise nor possession of such certification or
schedule by the Seller shall, in and of itself, constitute delivery of notice of any Material Document Defect or knowledge or
awareness by the Seller or any party hereto of any Material Document Defect listed therein.


 


If
any Material Document Defect or Material Breach that exists cannot be corrected or cured in all material respects within the above
cure periods, the related Seller (and any related Seller Guarantor) is obligated under the related Mortgage Loan Purchase Agreement,
not later than the last day of such permitted cure period, subject to Section 5.12 of each Mortgage Loan Purchase Agreement,
to (i) repurchase the affected Mortgage Loan (or, with respect to any Joint Mortgage Loan, the related Seller’s pro
rata share based on such Seller’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement
in such Joint Mortgage Loan) or REO Mortgage Loan (or, with respect to any Joint Mortgage Loan, the related Seller’s pro
rata share based on such Seller’s percentage interest as of the date of the applicable Mortgage Loan Purchase Agreement
in such Joint Mortgage Loan) from the Trust at the applicable Purchase Price in accordance with the related Mortgage Loan Purchase
Agreement, or (ii) if within the three-month period commencing on the Closing Date (or prior to the second anniversary of
the Closing Date if the affected Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii)
of the Code and Treasury Regulations Section 1.860G-2(f)), at the related Seller’s option, without recourse (other
than the representations and warranties made with respect thereto), replace such Mortgage Loan (or, with respect to any Joint
Mortgage Loan, the related Seller’s pro rata share based on such Seller’s percentage interest as of the date
of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage Loan) or any successor REO Mortgage Loan (or, with respect
to any Joint Mortgage Loan, the related Seller’s pro rata share based on such Seller’s percentage interest
as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage Loan) to which such defect or breach
relates with a Qualifying Substitute Mortgage Loan and pay a substitution shortfall amount equal to the excess, if any, of the
applicable Purchase Price for the Mortgage Loan or REO Mortgage Loan to be replaced, over the Stated Principal Balance of the
Qualifying Substitute Mortgage Loan. If such Material Document Defect or Material Breach would cause the Mortgage Loan to be other
than a “qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence or the previous paragraph,
the cure, repurchase or substitution must occur within eighty-five (85) days from the date the related Seller was notified
of the defect or breach; provided, that in any event any such cure, repurchase or substitution must


 






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occur
no later than eighty-five (85) days from the date of determination of the existence of a Material Document Defect or Material
Breach as determined in this Section 2.3(a).


 


As
to any Qualifying Substitute Mortgage Loan or Loans, the Master Servicer shall not execute any instrument effecting the substitution
unless the related Seller has delivered to the Custodian (on the Trustee’s behalf) for such Qualifying Substitute Mortgage
Loan or Loans, the Mortgage Note, the Mortgage, the related Assignment of Mortgage, and such other documents and agreements as
are required by Section 2.1, with the Mortgage Note endorsed as required by Section 2.1, and the Master
Servicer shall be entitled to rely on statements and certifications from the Custodian for this purpose. No substitution may be
made in any calendar month after the Determination Date for such month. Monthly payments due with respect to Qualifying Substitute
Mortgage Loans in the month of substitution shall not be part of the Trust and will be retained by Master Servicer and remitted
by the Master Servicer to the related Seller on the next succeeding Distribution Date. For the month of substitution, distributions
to Certificateholders will include the Scheduled Payment due on the related Deleted Mortgage Loan for such month and thereafter
the related Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan.


 


The
Master Servicer shall amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage
Loan and the substitution of the Qualifying Substitute Mortgage Loan or Loans and upon such amendment the Master Servicer shall
deliver or cause to be delivered such amended Mortgage Loan Schedule to the Trustee, the Custodian, the Certificate Administrator
and the Special Servicer. Upon such substitution, the Qualifying Substitute Mortgage Loan or Loans shall be subject to the terms
of this Agreement in all respects. Upon receipt of the Trust Mortgage File pertaining to any Qualifying Substitute Mortgage Loans,
the Custodian shall release the Trust Mortgage File relating to such Deleted Mortgage Loan to the related Seller, and the Trustee
(and the Depositor, if necessary) shall execute and deliver such instruments of transfer or assignment in the form presented to
it, in each case without recourse, representation or warranty, as shall be necessary to vest title (to the extent that such title
was transferred to the Trustee or the Depositor) in the related Seller or its designee to any Deleted Mortgage Loan (including
any property acquired in respect thereof or any insurance policy proceeds relating thereto) substituted for pursuant to this Section 2.3.


 


If
(x) a Mortgage Loan is to be repurchased or replaced as contemplated above (a “Defective Mortgage Loan”),
(y) such Defective Mortgage Loan is cross-collateralized and cross-defaulted with one or more other Mortgage Loans (such
Defective Mortgage Loan and such other Mortgage Loans, collectively, “Crossed Mortgage Loans”) and (z) the
applicable document defect or breach does not constitute a Material Document Defect or Material Breach, as the case may be, as
to such other Crossed Mortgage Loans (without regard to this paragraph), then the applicable document defect or breach (as the
case may be) shall be deemed to constitute a Material Document Defect or Material Breach (as the case may be) as to each such
other Crossed Mortgage Loan for purposes of the above provisions, and the related Seller (and any related Seller Guarantor) shall
be obligated to repurchase or replace each such other Crossed Mortgage Loan in accordance with the provisions above unless, in
the case of such breach or document defect, (A) the Seller provides a Nondisqualification Opinion to the Trustee at the expense
of the Seller and (B) both of the following conditions would be satisfied if the related Seller were to repurchase or replace
only those Mortgage Loans as to which a Material Breach or


 






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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 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.


 






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Any
of the following document defects shall be conclusively presumed materially and adversely to affect the interests of Certificateholders
in a Mortgage Loan and be a Material Document Defect: (A) the absence from the Mortgage File of the original signed Mortgage
Note, unless the Mortgage File contains a signed lost note affidavit and indemnity that appears to be regular on its face (if
such absence results from the related Seller’s failure to deliver such item); (B) the absence from the Mortgage File
of the original signed Mortgage (or with respect to any Non-Serviced Mortgage Loan, a copy thereof) that appears to be regular
on its face, unless there is included in the Mortgage File a certified copy of the Mortgage by the local authority with which
the Mortgage was recorded (if such absence results from the related Seller’s failure to deliver such item); (C) the
absence from the Mortgage File of the item called for by paragraph (viii) of the definition of “Mortgage File”
(or with respect to any Non-Serviced Mortgage Loan, a copy thereof) (if such absence results from the related Seller’s failure
to deliver such item); (D) the absence from the Mortgage File of the original or a copy of any letter of credit in effect
as of the Closing Date (if such absence results from the related Seller’s failure to deliver such item); or (E) the absence
from the Mortgage File of a copy of the item specified in paragraph (x) of the definition of “Mortgage File”
(if such absence results from the related Seller’s failure to deliver such item) if the related Mortgage Loan is secured
only by the related ground lease, Space Lease or air rights lease. If any party hereto notifies the Trustee of the occurrence
of any of the foregoing Material Document Defects, the Trustee shall notify the Master Servicer and the Special Servicer, and
the Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially
Serviced Mortgage Loans), as applicable, shall take the steps described elsewhere in this Section 2.3(a), including the
giving of notices to the related Seller, the Rating Agencies (subject to Section 5.7), the parties hereto and, to
the extent any Material Document Defect relates to a Serviced Pari Passu Mortgage Loan, the holder of the related Serviced Companion
Loan, and the Master Servicer (with respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to
Specially Serviced Mortgage Loans), as applicable, shall make demand upon the related Seller for the cure of the document defect
or repurchase or replacement of the related Mortgage Loan.


 


If
the related Seller disputes that a Material Document Defect or Material Breach exists with respect to a Mortgage Loan or otherwise
refuses (i) to effect a correction or cure of such Material Document Defect or Material Breach, (ii) to repurchase the
affected Mortgage Loan from the Trust or (iii) to replace an affected Mortgage Loan with a Qualifying Substitute Mortgage
Loan, each in accordance with the related Mortgage Loan Purchase Agreement, then provided that (x) the period of time
provided for the related Seller to correct, repurchase or cure has expired and (y) the Mortgage Loan is then in default (or
default is reasonably foreseeable) and is then a Specially Serviced Mortgage Loan, the Special Servicer may, subject to the Servicing
Standard, modify, workout or foreclose, sell or otherwise liquidate (or permit the liquidation of) the Mortgage Loan or any REO
Property, as applicable, pursuant to Section 9.5, Section 9.12, Section 9.13, Section 9.15,
Section 9.16, Section 9.17 and Section 10.3 and the terms and conditions of any related Intercreditor
Agreement, as applicable, while pursuing the repurchase claim. The related Seller (and any related Seller Guarantor) has acknowledged
and agreed under the related Mortgage Loan Purchase Agreement that any modification of the Mortgage Loan pursuant to a workout
shall not constitute a defense to any repurchase claim nor shall such modification and workout change the Purchase Price due from
the related Seller (and any related Seller Guarantor) for any repurchase claim. In the event of any such modification and workout,
the related Seller (and any related Seller Guarantor) has


 






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agreed
under the related Mortgage Loan Purchase Agreement to repurchase the Mortgage Loan as modified and that the Purchase Price shall
include any Workout Fee paid to the Special Servicer up to the date of repurchase plus the present value (calculated at the applicable
Calculation Rate) of the Workout Fee that would have been payable to the Special Servicer in respect of such Mortgage Loan if
it performed in accordance with its terms to its Maturity Date, provided that no amount shall be paid by the related Seller
(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 Mortgage
Loan or any REO Property, as applicable, each in connection with such liquidation. Any sale of the related Mortgage Loan, or foreclosure
thereupon and sale of the related REO Property, to a Person other than the related Seller shall be without (i) recourse of
any kind (either expressed or implied) by such Person against the related Seller and (ii) representation or warranty of any
kind (either expressed or implied) by the related Seller to or for the benefit of such Person.


 


The
fact that a Material Document Defect or Material Breach is not discovered until after the completion of foreclosure (but in all
instances prior to the sale of the related REO Property) shall not prejudice any claim against the Seller (or any related Seller
Guarantor) for repurchase of the REO Property (or the Trust’s interest therein). In such an event, the Master Servicer (with
respect to Non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans),
as applicable, shall notify the related Seller of the discovery of the Material Document Defect or Material Breach and the related
Seller shall have ninety (90) days to correct or cure such Material Document Defect or Material Breach or purchase the REO
Property (or the Trust’s interest therein) at the Purchase Price. If the related Seller (or any related Seller Guarantor)
fails to correct or cure the Material Document Defect or Material Breach or purchase the REO Property, then the provisions above
regarding notice of offers related to such REO Property shall apply. After a final liquidation of the Mortgage Loan or REO Property,
if a court of competent jurisdiction issues a final order after the expiration of any applicable appeal period that the related
Seller (or any related Seller Guarantor) is or was obligated to repurchase the related Mortgage Loan or REO Property (a “Final
Judicial Determination”) or the related Seller (or any related Seller Guarantor) otherwise accepts liability, then,
but in no event later than the termination of the Trust pursuant to Section 11.1, the related Seller (and any related
Seller Guarantor) will be obligated to pay to the Trust the difference between any Liquidation Proceeds received upon such liquidation
(including those arising from any sale to the related Seller) and the Purchase Price.


 


In
any month in which the related Seller (or any related Seller Guarantor) substitutes one or more Qualifying Substitute Mortgage
Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate Stated
Principal Balance of all such Qualifying Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated
Principal Balance of all such Deleted Mortgage Loans (in each case after application of scheduled principal portion of the monthly
payments received in the month of substitution). The Depositor shall cause the related Seller (or any related Seller Guarantor)
to deposit the amount of such shortage into the Collection Account in the month of substitution, without any reimbursement thereof.
In addition, the Depositor shall cause the related Seller (or any related Seller Guarantor) to deposit into the Collection Account,
together


 






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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 is to be repurchased, the Master Servicer shall designate the Collection Account as the account to
which funds in the amount of the Purchase Price are to be wired. Any such purchase of a Mortgage Loan shall be on a whole loan,
servicing released basis.


 


Notwithstanding
the foregoing, if there is a breach of the representations and warranties set forth in paragraph 30 or paragraph 32
in Exhibit 2 to any Mortgage Loan Purchase Agreement, and as a result the payments by a Mortgagor of reasonable costs and
expenses associated with securing the consent or approval of the holder of the Mortgage for a waiver of a “due-on-sale”
or “due-on-encumbrance” clause or the defeasance of a Mortgage Loan are insufficient such that the Trust incurs an
Additional Trust Expense in an amount equal to such reasonable costs and expenses not paid by such Mortgagor, the related Seller
(and any related Seller Guarantor) has agreed to reimburse the Trust within ninety (90) days of the receipt of notice of
such breach in an amount sufficient to avoid such Additional Trust Expense. With respect to any Joint Mortgage Loan, the applicable
Seller’s obligation shall be such Seller’s pro rata share based on such Seller’s percentage interest
as of the date of the applicable Mortgage Loan Purchase Agreement in such Joint Mortgage Loan. The parties hereto acknowledge
that such reimbursement shall be the only obligation of the related Seller (and any related Seller Guarantor) with respect to
the breach discussed in the second preceding sentence.


 


If
a Mortgage Loan or an REO Property is repurchased or replaced by a Seller (or any related Seller Guarantor) as contemplated by
this Section 2.3, the Master Servicer shall provide prompt electronic notice to the Special Servicer, the Certificate
Administrator (who shall promptly post such notice on the Certificate Administrator’s Website pursuant to Section 5.4)
and the 17g-5 Information Provider (who shall promptly post such notice on the 17g-5 Information Provider’s Website pursuant
to Section 5.7).


 


With
respect to any Joint Mortgage Loan, the obligations of each of the applicable Sellers to repurchase or substitute with respect
to a Material Document Defect or Material Breach with respect to the related Mortgage Loan shall be limited to a repurchase or
substitution with respect to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage Loan Purchase
Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable Sellers with respect to the Mortgage
Note sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material


 






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Document
Defect or Material Breach with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Sellers
with respect to such Joint Mortgage Loan.


 


(b)          In
connection with any repurchase of or substitution for a Mortgage Loan contemplated by this Section 2.3, the Trustee,
the Custodian, the Master Servicer and the Special Servicer shall each tender to the related Seller, after delivery to each of
them of a receipt executed by such Seller, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan
possessed by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary
or appropriate to the related Seller or its designee in the same manner, and pursuant to appropriate forms of assignment, substantially
similar to the manner and forms pursuant to which documents were previously assigned to the Trustee, but in any event, without
recourse, representation or warranty; provided that such tender by the Trustee and the Custodian shall be conditioned upon
its receipt from the Master Servicer of a Request for Release. The Master Servicer shall, and is hereby authorized and empowered
by the Trustee to, prepare, execute and deliver in its own name, on behalf of the Certificateholders and the Trustee or any of
them, the endorsements and assignments contemplated by this Section 2.3, and the Trustee shall execute and deliver
any powers of attorney substantially in the form of Exhibit O-1 (or such other form as mutually agreed to by the Trustee
and the Master Servicer) necessary to permit the Master Servicer to do so. The Master Servicer shall, and is also hereby authorized
and empowered by the Trustee to, reconvey to the related Seller any deposits then held in an Escrow Account relating to the Mortgage
Loan being repurchased or substituted for. The Master Servicer shall indemnify the Trustee for all costs, liabilities and expenses
(including attorneys’ fees) incurred by the Trustee in connection with any negligent or intentional misuse of any such powers
of attorney by the Master Servicer.


 


(c)          The
Mortgage Loan Purchase Agreements provide the sole remedies available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Material Document Defect or Material Breach. The parties hereunder understand that (i) MSMCH,
as Seller under Mortgage Loan Purchase Agreement II, will be providing the remedies with respect to the MSMCH Loans, (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;


 






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(ii) the
identity of the related Mortgage Loan and the identity of the Person making such Demand; (iii) the breach of representation
or warranty or document deficiency asserted by the Person making the Demand, to the extent known to the Repurchase Request Recipient;
and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Demand. Each Rule 15Ga-1
Notice may be delivered by electronic means. A Repurchase Request Recipient shall not be required to provide any information under
this Section 2.3(e) if and to the extent that such information is protected by either the attorney-client privilege
or the attorney work product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1
Notice is provided only to assist the Depositor, the related Seller and their respective Affiliates in complying with Rule 15Ga-1,
Items 1104 and 1121 of Regulation AB and/or any other law or regulation, and (ii) (A) no action taken by, or inaction
of, a Repurchase Request Recipient, and (B) no information provided pursuant to this Section 2.3(e) by a Repurchase
Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request
Recipient may have with respect to the related Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request
that is the subject of a Rule 15Ga-1 Notice


 


If
the Trustee, Custodian or the Certificate Administrator receives a Demand, then such party shall promptly (but in no event later
than ten (10) calendar days following receipt by the Certificate Administrator, Custodian or the Trustee, as the case may be)
forward such Demand to the Master Servicer (with a copy to the Special Servicer), if relating to a Non-Specially Serviced Mortgage
Loan, or to the Special Servicer (with a copy to the Master Servicer), if relating to a Specially Serviced Mortgage Loan (or any
successor REO Mortgage Loan), and shall include the following statement in the related correspondence: “This is a “Demand”
under Section 2.3 of the Pooling and Servicing Agreement relating to the MSBAM 2015-C23 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-C23”.


 


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;


 






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(b)          The
execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part
of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated,
nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, (i) any
of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties;
(ii) the certificate of incorporation or bylaws of the Depositor; or (iii) the terms of any indenture or other agreement
or instrument to which the Depositor is a party or by which it is bound; neither the Depositor nor any of its Affiliates is a
party to, bound by, or in breach of or violation of any indenture or other agreement or instrument, or subject to or in violation
of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction
over it, which materially and adversely affects or to the best knowledge of the Depositor may in the future materially and adversely
affect (i) the ability of the Depositor to perform its obligations under this Agreement or (ii) the business, operations,
financial condition, properties or assets of the Depositor;


 


(c)          The
execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby
do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in
respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or
taken prior to the date hereof;


 


(d)          This
Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the
Trustee, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms, subject,
as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership,
liquidation and other similar laws affecting creditors’ rights generally as from time to time in effect, and to general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to matters
of public policy with respect to indemnification or contribution as to violations of securities laws;


 


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


 


(f)          Immediately
prior to the consummation of the transactions contemplated in this Agreement, the Depositor had good title to and was the sole
owner of each Mortgage Loan free and clear of any and all adverse claims, charges or security interests (including liens arising
under the federal tax laws or the Employee Retirement Income Security Act of 1974, as amended).


 






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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, (iv) the EC REMIC III Regular Interests in exchange for the Exchangeable
Certificates and (v) 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 Regular Certificates, Exchangeable 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.


 


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.


 


Each
Class of Exchangeable Certificates shall be issued on the Closing Date with the respective Aggregate Certificate Balance set forth
for such Class in the Preliminary Statement hereto.


 


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,


 






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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 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 and Exchangeable
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.


 






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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 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


 






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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 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


 






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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:


 


(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


 






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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.


 


(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


 






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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 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.


 






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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 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


 






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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.


 


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.


 






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(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 and Exchangeable 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 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


 






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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.


 


(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


 






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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 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).


 






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(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 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


 






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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 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


 






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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.


 


Section
3.10     Exchanges of Exchangeable Certificates.


 


(a)          On
the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates
shall be issued on the Closing Date with the respective Aggregate Certificate Balance set forth in the Preliminary Statement hereto.


 


(b)          At
the request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of
such Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates for Class PST Certificates
with an original Aggregate Certificate Balance equal to the original Aggregate Certificate Balance of the Class A-S, Class B and
Class C Certificates exchanged therefor. At the request of the Holder of Class PST Certificates, and upon the surrender of such
Exchangeable Certificates, the Certificate Administrator shall exchange such Exchangeable Certificates for Class A-S, Class B
and Class C Certificates in the Exchange Proportion and with an original Aggregate Certificate Balance equal to the original Aggregate
Certificate Balance of the Class PST Certificates exchanged therefor. No service charge (other
than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange
of Certificates pursuant to this Section 3.10. There shall be no limitation on the number of exchanges authorized pursuant
to this Section 3.10; provided, that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether
surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section
3.1 and (ii) exchanges pursuant to this Section 3.10 shall not be permitted after the Certificate Balance of the Class
A-S REMIC III Regular Interest (and therefore the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST
Component A-S Principal Amount of the Class PST Component A-S) has been reduced to zero or if any Class of Exchangeable Certificates
is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges
on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date.


 


(c)          [Reserved].


 


(d)          In
connection with any exchange of Exchangeable Certificates, the Certificate Registrar shall reduce the outstanding Aggregate Certificate
Balance of such Class or


 






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Classes
of Exchangeable Certificates surrendered by the applicable Holder on the Certificate Register and shall increase the outstanding
Aggregate Certificate Balance of the related Class or Classes of Exchangeable Certificates received by such Holder in such exchange
on the Certificate Register and the Certificate Registrar or the Certificate Administrator, as applicable, shall give appropriate
instructions to the Depository and make appropriate notations on the Registered Global Certificate for each Class of Exchangeable
Certificates to reflect such reductions and increases.


 


(e)          In
order to effect an exchange of Exchangeable Certificates, the Certificateholder shall notify the Certificate Administrator in
writing or by e-mail to cts.cmbs.bond.admin@wellsfargo.com (with
a subject line referencing “MSBAM 2015-C23” and setting forth the proposed Exchange Date) no later than three (3)
Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any
Business Day other than the first or last Business Day of the month. The notice must (i) be set forth on the applicable Certificateholder’s
letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP number of each Exchangeable
Certificate to be exchanged and each Exchangeable Certificate to be received; the outstanding Certificate Balance and the initial
Certificate Balance of the Exchangeable Certificates to be exchanged, the Certificateholder’s DTC participant number; and
the proposed Exchange Date. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal
system” at the Depository to effect such exchange of the applicable Exchangeable Certificates. A notice shall become irrevocable
on the second Business Day before the proposed Exchange Date. Exchangeable Certificates shall be exchangeable on the books of
the Depository for the corresponding Exchangeable Certificates on and after the Closing Date, by notice to the Certificate Administrator
substantially in the form of Exhibit Q.


 


(f)          The
Certificate Administrator shall make the first distribution
on an Exchangeable Certificate received by a Certificateholder
in any exchange on the Distribution Date in the month following
the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificate and Distribution
Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on
such Distribution Date on any Certificates surrendered in the exchange shall be so made to the Certificateholder of record as
of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the
Depositor will have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.


 


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.


 






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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 Date is greater than zero (provided that such notice shall be deemed given if the Master
Servicer complies with its obligations under Section 8.11(a) or Section 8.11(d)(v)), and the Master Servicer shall
make a P&I Advance in respect of each applicable Mortgage Loan of such amount no later than the Master Servicer Remittance
Date. It is understood that the obligation of the Master Servicer to make such P&I Advances is mandatory and shall apply through
any court appointed stay period or similar payment delay resulting from any insolvency of the Mortgagor or related bankruptcy,
notwithstanding any other provision of this Agreement. Notwithstanding the foregoing, the Master Servicer shall not be required
to make such P&I Advance if the Master Servicer determines, in accordance with Section 4.4 below, that any such
P&I Advance would be a Nonrecoverable Advance and shall not make such P&I Advance if such P&I Advance if made would
be a Nonrecoverable Advance as determined by the Special Servicer in accordance with the Servicing Standard and Section 4.4,
in which event the Special Servicer shall promptly direct the Master Servicer not to make such P&I Advance; provided
that the Special Servicer has no obligation to make such determination. Such determination shall be conclusive and binding on
the Trustee, the Master Servicer and the Certificateholders, and the Trustee and the Master Servicer shall be entitled to rely
conclusively on any such determination by the Special Servicer. The Special Servicer shall not make P&I Advances under this
Agreement. If the Master Servicer fails to make a P&I Advance that it is required to make under this Section 4.1,
it shall promptly notify the Trustee and the Certificate Administrator of such failure.


 


(b)          If
the Master Servicer determines that there is a P&I Advance Amount for a Distribution Date, the Master Servicer shall on the
related Master Servicer Remittance Date either (A) deposit in the Collection Account an amount equal to the P&I Advance
Amount or (B) utilize funds in the Collection Account being held for future distributions or withdrawals to make such Advance,
except that the portion of such P&I Advance equal to the CREFC® License Fee for each such Mortgage Loan shall
not be remitted to the Certificate Administrator but shall instead be remitted to CREFC®. Any funds being held
in the Collection Account for future distribution or withdrawal and so used shall be replaced by the Master Servicer from its
own funds by deposit in the Collection Account on or before any future Master Servicer Remittance Date to the extent that funds
in the Collection Account on such Master Servicer Remittance Date shall be less than payments to the Certificate Administrator
or other Persons required to be made on such date.


 


(c)          In
no event shall the Master Servicer (or the Trustee, as applicable) be obligated to make a P&I Advance with respect to a B Note,
a Serviced Companion Loan or a Non-Serviced Companion Loan.


 


(d)          In
no event shall the Master Servicer (or the Trustee, as applicable) be obligated to make a P&I Advance with respect to any
Mortgage Loan if the sum of all outstanding P&I Advances in respect of such Mortgage Loan (together with Advance Interest)
is equal to or greater than the Stated Principal Balance plus all overdue amounts on such Mortgage Loan.


 






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Section 4.1A     P&I
Advances with Respect to Non-Serviced Mortgage Loans and Serviced Pari Passu Mortgage Loans. With respect to the Non-Serviced
Mortgage Loans and Serviced Pari Passu Mortgage Loans (the “P&I Pari Passu Loans”), the Master Servicer
and Special Servicer shall each be entitled to make its own determination that a P&I Advance previously made on any P&I
Pari Passu Loan is a Nonrecoverable Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance
with respect to such P&I Pari Passu Loan in accordance with and subject to Section 4.1 and Section 4.4
independently of any determination made by any Other Master Servicer, Other Trustee or Other Special Servicer under the related
Other Companion Loan Pooling and Servicing Agreement in respect of any P&I Pari Passu Loan following deposit of the Non-Serviced
Companion Loans or Serviced Companion Loans into a commercial mortgage securitization trust, and the Other Master Servicer, Other
Trustee and Other Special Servicer, as applicable, shall each make its own determination that a P&I Advance is or, if made,
will be, a Nonrecoverable Advance (both as defined in the related Other Companion Loan Pooling and Servicing Agreement) or that
any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance (both as defined in the related Other Companion
Loan Pooling and Servicing Agreement) with respect to the Non-Serviced Companion Loans or Serviced Companion Loans, as applicable,
in accordance with the related Other Companion Loan Pooling and Servicing Agreement. No determination by the Master Servicer or
the Special Servicer that any such P&I Advance is nonrecoverable shall be binding on the Other Master Servicer, the Other
Trustee, the Other Special Servicer or the holders of any securities relating to the Non-Serviced Companion Loans or Serviced
Companion Loans, as applicable. No determination by the Other Master Servicer, the Other Trustee or the Other Special Servicer
that any P&I Advance (as defined in the related Other Companion Pooling and Servicing Agreement) is nonrecoverable shall be
binding on the Master Servicer, the Trustee, the Special Servicer or the Certificateholders.


 


The
Master Servicer shall not be required to make a P&I Advance with respect to any P&I Pari Passu Loan after its receipt
of notice from the related Other Master Servicer, Other Trustee or Other Special Servicer that it has determined that a P&I
Advance (as defined in the related Other Companion Loan Pooling and Servicing Agreement) is or, if made, will be, a Nonrecoverable
Advance on the Non-Serviced Companion Loans or Serviced Companion Loans, as applicable, or that any proposed P&I Advance,
if made, would constitute a Nonrecoverable Advance pursuant to the relevant Other Companion Loan Pooling and Servicing Agreement.
If the Master Servicer determines (or has received notice from the Special Servicer of its determination) that a P&I Advance
would be (if made), or any outstanding P&I Advance previously made is, a Nonrecoverable Advance, the Master Servicer shall
provide the Other Master Servicer written notice of such determination. If the Master Servicer, Special Servicer or Trustee receives
written notice by the Other Master Servicer that it has determined, with respect to any Mortgage Loan, that any proposed future
P&I Advance would be, or any outstanding P&I Advance is, a Nonrecoverable Advance, the Master Servicer shall use reasonable
efforts to consult on a non-binding basis with the Other Master Servicer regarding the circumstances with respect to such Mortgage
Loan, but the Master Servicer, Special Servicer or Trustee, as applicable, shall be allowed to ultimately make its own determination.
Any determination that a P&I Advance would be a Nonrecoverable Advance with respect to any Non-Serviced Mortgage Loan by the
Master Servicer, Special Servicer or Trustee, any Other Master Servicer, any Other Trustee or any Other Special Servicer may,
in all cases, be conclusively relied on by each of the Trustee, the Master Servicer and the Special Servicer. If the Master Servicer
or the Trustee does


 






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not
receive notice of an Appraisal Reduction with respect to any Non-Serviced Mortgage Loan, the Master Servicer or the Trustee, as
applicable, shall not be obligated to proportionately reduce the amount of any P&I Advance required to be made by it, except
to the extent an Appraisal Reduction is applied as described in the last sentence of the definition of “Appraisal Reduction.”


 


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 (and, in the case of any A/B Whole Loan, in the best interest of the holder of
any related Serviced B Note and the Trust as a collective whole and, in the case of any Loan Pair, in the best interest of the
holder of the related Serviced Companion Loan and the Trust 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


 






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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.


 


Section
4.3     Advances by the Trustee.


 


(a)          To
the extent that the Master Servicer fails to make a P&I Advance with respect to a Mortgage Loan by the Master Servicer Remittance
Date (other than a P&I Advance that the Master Servicer or the Special Servicer determines is a Nonrecoverable Advance), the
Trustee shall make such P&I Advance to the extent the Trustee receives written notice from the Certificate Administrator not
later than 10:00 a.m. (New York City time) on the Distribution Date that such Advance has not been made by the Master Servicer
on the Master Servicer Remittance Date unless the Trustee determines (in its good faith business judgment) that such P&I Advance,
if made, would be a Nonrecoverable Advance. The Certificate Administrator shall notify (i) the Trustee (if the Certificate Administrator
is not also the Trustee) in writing as soon as practicable, but not later than 10:00 a.m. (New York City time) on the Distribution
Date if the Master Servicer has failed to make a P&I Advance and (ii) the Master Servicer and the Trustee in writing as soon
as practicable, but not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date, if it has not received
a P&I Advance with respect to any Mortgage Loan set forth in the Master Servicer Remittance Report provided to the Certificate
Administrator on the related Advance Report Date; provided, the failure of the Certificate Administrator to provide any such notice
within such timeframe shall not diminish in any respect the obligations of the Master Servicer or the Trustee, as applicable,
to make such P&I Advance in accordance with the terms set forth above.


 


(b)          To
the extent that the Master Servicer fails to make a Servicing Advance by the date such Servicing Advance is required to be made
(other than a Servicing Advance that the Master Servicer or the Special Servicer, as applicable, determines is a Nonrecoverable
Advance), and a Responsible Officer of the Trustee receives actual notice thereof, the Trustee shall make such Servicing Advance
promptly, but in any event, not later than five (5) Business Days after notice thereof in accordance with Section 4.2,
unless the Trustee determines (in its good faith business judgment) that such Servicing Advance, if made, would be a Nonrecoverable
Advance.


 


(c)          In
no event shall the Trustee be obligated to make a P&I Advance with respect to a B Note, a Serviced Companion Loan or
a Non-Serviced Companion Loan or any Servicing Advance with respect to a Non-Serviced Mortgage Loan.


 


Section
4.4     Evidence of Nonrecoverability.


 


(a)          If
the Master Servicer or the Special Servicer determines at any time, in its sole discretion, exercised in good faith, that any
Advance previously made (or Unliquidated Advance in respect thereof) constitutes, or any proposed Advance, if made, would constitute,
a Nonrecoverable Advance, such determination shall be evidenced by an Officer’s Certificate delivered to the other such
party, the Trustee, the Depositor, the Certificate Administrator, the 17g-5 Information Provider, the Trust Advisor (other than
during any Subordinate Control Period), the Controlling Class Representative (during any Subordinate Control Period and any


 






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Collective
Consultation Period) and the holder of any related Serviced B Note or Serviced Companion Loan (if the Advance relates to an A/B
Whole Loan or a Loan Pair, as applicable) by the Business Day prior to the Distribution Date. Such Officer’s Certificate
shall set forth the reasons for such determination of nonrecoverability, together with, to the extent such information, report
or document is in the Master Servicer’s or Special Servicer’s possession, and, if such information, reports or documents
are used by the Master Servicer or the Special Servicer, as applicable, to determine that any P&I Advance or Servicing Advance,
as applicable, would be a Nonrecoverable Advance, any related financial information such as related income and expense statements,
rent rolls, occupancy status, property inspections and any Appraisals performed within the last twelve (12) months on the
Mortgaged Property, any engineers’ reports, environmental surveys, internal final valuations or other information relevant
thereto which support such determination. If the Trustee determines at any time that any Advance previously made by the Trustee
constitutes, or any proposed Advance, if made by the Trustee, would constitute, a Nonrecoverable Advance, such determination shall
be evidenced by an Officer’s Certificate of a Responsible Officer of the Trustee delivered to the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the 17g-5 Information Provider, the holder of any related Serviced
B Note or Serviced Companion Loan (if the Advance relates to an A/B Whole Loan or a Loan Pair, as applicable), the Trust Advisor
(other than during any Subordinate Control Period) and the Controlling Class Representative (during any Subordinate Control Period
and any Collective Consultation Period), stating the reasons for such determination. In making any nonrecoverability determination
as set forth above, the relevant party shall be entitled (i) to consider (among other things) the obligations of the Mortgagor
under the terms of the Mortgage Loan as it may have been modified, (ii) to consider (among other things) the related Mortgaged
Properties in their “as is” or then-current conditions and occupancies as they actually are or may be modified
by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer)
regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties and/or (iii) to
estimate and consider, consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer (among
other things), future expenses and/or the timing of recovery to such party. In addition, any Person, in considering whether any
proposed P&I Advance or Servicing Advance would be a Nonrecoverable Advance, shall be entitled to give due regard to the existence
of any Nonrecoverable Advance (including any related Advance Interest) or Workout-Delayed Reimbursement Amounts with respect to
other Mortgage Loans, A/B Whole Loans or Loan Pairs which, at the time of such consideration, the reimbursement of which is being
deferred or delayed by the Master Servicer, the Special Servicer or the Trustee because there is insufficient principal available
for such reimbursement, in light of the fact that proceeds on the related Mortgage Loan, A/B Whole Loan or Loan Pair are a source
of recovery not only for the Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance
or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. Furthermore, the relevant party may, consistent
with the Servicing Standard in the case of the Master Servicer or the Special Servicer, update or change its nonrecoverability
determinations at any time in accordance with the terms hereof and may, consistent with the Servicing Standard in the case of
the Master Servicer or the Special Servicer, obtain from the Special Servicer any analysis, appraisals or other information in
the possession of the Special Servicer for such purposes. Any determination by the Special Servicer that any Advance previously
made (or Unliquidated Advance in respect thereof) constitutes a


 






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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.


 


(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


 






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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 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) and the Serviced Companion Loans that are not Specially Serviced Mortgage Loans, Penalty Charges
from the Mortgagor in an amount sufficient to pay Advance Interest. The Master Servicer shall be entitled to retain Excess Penalty
Charges paid by any Mortgagor during a Collection Period with respect to any Mortgage Loan (other than the portion of such Excess
Penalty Charges that relate to the period commencing after the Servicing Transfer Event in respect of a Specially Serviced Mortgage
Loan, as to which the Special Servicer shall retain Excess Penalty Charges with respect to such Specially Serviced Mortgage Loan)
as additional servicing compensation. Penalty Charges shall be applied in accordance with Section 5.2(b).


 


Section
4.6     Reimbursement of Advances and Advance Interest.


 


(a)          Advances
made with respect to each Mortgage Loan, Serviced Companion Loan, Serviced B Note, Specially Serviced Mortgage Loan or REO Property
(including Advances later determined to be Nonrecoverable Advances) and Advance Interest thereon shall be reimbursed to the extent
of the amounts identified to be applied therefor in Section 5.2. The aggregate of the amounts available to repay Advances
and Advance Interest thereon pursuant to Section 5.2 collected in any Collection Period with respect to Mortgage Loans,
any Serviced Companion Loan or any Serviced B Note or Specially Serviced Mortgage Loans or REO Property shall be an “Available
Advance Reimbursement Amount.”


 


(b)          To
the extent that Advances have been made on the Mortgage Loans, any Loan Pair, any A/B Whole Loan or any REO Loans, the Available
Advance Reimbursement Amount with respect to any Master Servicer Remittance Date shall be applied to reimburse (i) the Trustee
for any Advances outstanding to the Trustee with respect to any of such Mortgage Loans, Loan Pairs, A/B Whole Loans and/or REO
Loans, plus any Advance Interest owed to the Trustee with respect to such Advances, and then (ii) the Master Servicer and
the Special Servicer for any Advances outstanding thereto with respect to any of such Mortgage Loans, Loan Pairs, A/B Whole Loans
and/or REO Loans, plus any Advance Interest owed to the Master Servicer and the Special Servicer with respect to such Advances.
To the extent that any Advance Interest payable to the Master Servicer, the Special Servicer or the Trustee with respect to an
Advance on a Specially Serviced Mortgage Loan or REO Loan cannot be recovered from the related Mortgagor, the amount of such Advance
Interest shall be payable to the Trustee, the Special Servicer or the Master Servicer, as the case may be, from amounts on deposit
in the Collection Account (or sub-account thereof) or the Distribution Account, to the extent of amounts identified to be applied
therefor, pursuant to Section 5.2(a), Section 5.2(b) or Section 5.3(b)(ii). The Master Servicer’s,
the Special Servicer’s and the Trustee’s right of reimbursement under this Agreement for Advances, together with Advance
Interest thereon, shall be prior to the rights of the Certificateholders (and, in the case of a Serviced Companion Loan, the holder
thereof and, in the case of a Serviced B Note, the holder thereof) to receive any amounts recovered with respect to such Mortgage
Loans, Serviced Companion Loans, Serviced B Notes or REO Loans.


 






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(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, in accordance with Section 5.2(b), from Penalty Charges and Allocable Modification
Fees collected from the Mortgage Loans and, subject to the related Intercreditor Agreements, the Serviced Companion Loans and
Serviced B Note (including REO Loans) during any particular Collection Period during which the related Advance is reimbursed,
and then from Excess Liquidation Proceeds then available, prior to payment from any other amounts. Advance Interest payable to
the Master Servicer, the Special Servicer or the Trustee in respect of Servicing Advances on any Loan Pair shall be allocated
to the Serviced Pari Passu Mortgage Loan and the Serviced Companion Loan on a pro rata basis based upon the respective
Unpaid Principal Balances thereof (after taking into account any amount allocable to any related Serviced B Note, if any, in accordance
with the terms of the related Intercreditor Agreement).


 


(d)          Amounts
applied to reimburse Advances shall first be applied to reduce Advance Interest thereon that was not paid from amounts specified
in the preceding paragraph (c) and then to reduce the outstanding amount of such Advances.


 


(e)          To
the extent that the Special Servicer incurs out-of-pocket expenses, in accordance with the Servicing Standard, in connection with
servicing Specially Serviced Mortgage Loans, the Master Servicer shall reimburse the Special Servicer for such expenditures with
interest at the Advance Rate promptly (but no later than five (5) Business Days) after receiving an invoice and a report
from the Special Servicer, subject to Section 4.4. The Special Servicer shall not invoice the Master Servicer more
than once per calendar month and shall provide an Officer’s Certificate setting forth its expenses and appropriate documentation
evidencing such reimbursements. With respect to each Collection Period, the Special Servicer shall deliver such invoice and report
to the Master Servicer by the following Determination Date. All such amounts reimbursed by the Master Servicer shall be a Servicing
Advance, subject to Section 4.4. If the Master Servicer fails to reimburse the Special Servicer hereunder or the Master
Servicer determines that such Servicing Advance was or, if made, would be a Nonrecoverable Advance and the Master Servicer does
not make such payment, the Special Servicer shall notify the Master Servicer and the Certificate Administrator in writing of such
nonpayment and the amount payable to the Special Servicer and shall be entitled to receive reimbursement from the Trust in the
same manner as the Master Servicer would have been reimbursed for the Advance with interest at the Advance Rate. The Master Servicer,
the Certificate Administrator and the Trustee shall have no obligation to verify the amount payable to the Special Servicer pursuant
to this Section 4.6(e) and circumstances surrounding the notice delivered by the Special Servicer pursuant to this
Section 4.6(e).


 


ARTICLE
V

ADMINISTRATION OF THE TRUST


 


Section
5.1     Collections.


 


(a)          On
or prior to the Closing Date, the Master Servicer shall open, or cause to be opened, and shall thereafter maintain, or cause to
be maintained, a separate account or accounts, which accounts must be Eligible Accounts, in the name of “Wells Fargo Bank,
National Association, as Master Servicer on behalf of Wilmington Trust, National Association,


 






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as
Trustee for the benefit of the Holders of Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23, Commercial Mortgage Pass-Through
Certificates, Series 2015-C23” (the “Collection Account”).


 


(b)          On
or prior to the date the Master Servicer shall first deposit funds in a Collection Account, the Master Servicer shall give to
the Certificate Administrator and the Trustee prior written notice of the name and address of the depository institution at which
such account is maintained and the account number of such account. The Master Servicer shall take such actions as are necessary
to cause the depository institution holding the Collection Account to hold such account in the name of the Master Servicer as
provided in Section 5.1(a), subject to the Master Servicer’s (or its sub-servicer’s) right to direct payments
and investments and its rights of withdrawal under this Agreement.


 


(c)          On
the Closing Date, the Depositor shall deliver to the Master Servicer the Initial Deposit, and the Master Servicer shall deposit
into the Collection Account the Initial Deposit on that date. The Master Servicer shall deposit, or cause to be deposited, into
the Collection Account on the Business Day following receipt of properly identified funds (provided, that to the extent
any of the following amounts are received after 2:00 p.m. (Eastern time) on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt
of such amounts but, in any event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business
Days of receipt of such amounts), the following amounts received by it (including amounts remitted to the Master Servicer by the
Special Servicer from an REO Account pursuant to Section 9.14), other than in respect of interest and principal on
the Mortgage Loans, any Serviced Companion Loan or any Serviced B Note due (or deemed due) on or before the Cut-Off Date, which
shall be remitted to the related Seller:


 


(A)          Principal:
all payments on account of principal, including Principal Prepayments, the principal component of Scheduled Payments, and any
Late Collections in respect thereof, on the Mortgage Loans, any Serviced Companion Loan and any Serviced B Note;


 


(B)          Interest:
all payments on account of interest on the Mortgage Loans, any Serviced Companion Loan and any Serviced B Note (minus any portion
of any such payment that is allocable to the period prior to the Cut-Off Date which shall be remitted to the Depositor and excluding
Interest Reserve Amounts to be deposited in the Interest Reserve Account pursuant to Section 5.3(b) below);


 


(C)          Liquidation
Proceeds: all Liquidation Proceeds with respect to the Mortgage Loans, any Serviced Companion Loan and any Serviced B Note;


 


(D)          Insurance
Proceeds: all Insurance Proceeds other than proceeds to be applied to the restoration or repair of the property subject to
the related Mortgage or released to the related Mortgagor in accordance with the Servicing Standard, which proceeds shall be deposited
by the Master Servicer into an Escrow Account and not deposited in the Collection Account;


 






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(E)          Condemnation
Proceeds: all Condemnation Proceeds other than proceeds to be applied to the restoration or repair of the property subject
to the related Mortgage or released to the related Mortgagor in accordance with the Servicing Standard, which proceeds shall be
deposited by the Master Servicer into an Escrow Account and not deposited in the Collection Account;


 


(F)          REO
Income: all REO Income received from the Special Servicer;


 


(G)          Investment
Losses: any amounts required to be deposited by the Master Servicer pursuant to Section 5.1(e) in connection with
losses realized on Eligible Investments with respect to funds held in the Collection Account and amounts required to be deposited
by the Special Servicer pursuant to Section 9.14(b) in connection with losses realized on Eligible Investments with
respect to funds held in the REO Account;


 


(H)         Advances:
all P&I Advances, unless made directly to the Distribution Account;


 


(I)          Other:
all Prepayment Premiums, Penalty Charges, Modification Fees and Assumption Fees and any and all other amounts required to be deposited
in the Collection Account pursuant to this Agreement, including Purchase Proceeds of any Mortgage Loans repurchased by a Seller
or substitution shortfall amounts (as set forth in the second (2nd) paragraph of Section 2.3(a)) paid
by a Seller in connection with the substitution of any Qualifying Substitute Mortgage Loans, payments or recoveries in respect
of Unliquidated Advances or in respect of Nonrecoverable Advances paid from principal collections on the Mortgage Loan pursuant
to Section 5.2(a)(II), any Actual Recoveries of Trust Advisor Expenses, any other amounts received with respect to
any Serviced Companion Loan and with respect to any Serviced B Note, and all other amounts received pursuant to the cure and purchase
rights set forth in the applicable Intercreditor Agreement; and


 


(J)          to
the extent not otherwise set forth above, all amounts received from each Non-Serviced Mortgage Loan Master Servicer, Non-Serviced
Mortgage Loan Special Servicer, Non-Serviced Mortgage Loan Trustee or Non-Serviced Mortgage Loan Certificate Administrator pursuant
to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and Non-Serviced Mortgage Loan Intercreditor Agreement.


 


With
respect to any A/B Whole Loan, the Master Servicer shall establish and maintain one or more sub-accounts of the Collection Account
(each an “A/B Whole Loan Custodial Account”) into which the Master Servicer shall deposit any amounts described
above that are required to be paid to the holder of the related Serviced B Note pursuant to the terms of the related Intercreditor
Agreement, in each case on the same day as the deposit thereof into the Collection Account. Any A/B Whole Loan Custodial Account
shall be held in the name of “Wells Fargo Bank, National Association, as Master Servicer for the benefit of the holder of
the related Serviced B Note” and shall not be part of any REMIC Pool or the Grantor Trust.


 


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


 






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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-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 and the holder of any
related Serviced Companion Loan or Serviced B Note, as their interests may appear.” None of the Depositor, the Mortgagors,
the Underwriters, the Initial Purchasers, the Sellers, the Special Servicer, the Certificate Administrator, the Trustee or the
Trust Advisor shall be liable for any loss incurred on such Eligible Investments.


 


An
amount equal to all income and gain realized from any such investment (net of any portion thereof applied to offset losses on
other investments) shall be paid to the Master Servicer as additional servicing compensation and shall be subject to its withdrawal
at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of
the Master Servicer which shall deposit the amount of such loss (to the extent not offset by income from other investments) in
the Collection Account (and, solely to the extent that the loss is of an amount credited to a Custodial Account, deposit to such
Custodial Account) out of its own funds immediately as realized; provided that, such investment losses shall not
include any loss with respect to such investment which is incurred solely as a result of the insolvency of the federal or state
chartered depositary institution or trust company at which such Investment Account is maintained, so long as such depositary institution
or trust company (a) satisfied the qualifications set forth in the definition of “Eligible Account” both at the
time such investment was made and as of a date not more than thirty (30) days prior to the date of such loss and (b) is
not the Person that made the relevant investment. If the Master Servicer deposits in or transfers to the Collection Account or
any Custodial Account, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any
time 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.


 






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(f)          Except
as expressly provided otherwise in this Agreement, if any default occurs in the making of a payment due under any Eligible Investment,
or if a default occurs in any other performance required under any Eligible Investment, the Certificate Administrator, on behalf
of the Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and
prosecution of appropriate proceedings; provided that if the Master Servicer shall have deposited in the Collection Account
or the related Custodial Account, as applicable, an amount equal to all amounts due under any such Eligible Investment (net of
anticipated income or earnings thereon that would have been payable to the Master Servicer as additional servicing compensation)
the Master Servicer shall have the sole right to enforce such payment or performance.


 


(g)          If
a Mortgage Loan provides for payment by the Mortgagor to the Master Servicer of amounts to be used for payment of Escrow Amounts
for the account of the Mortgagor, the Master Servicer shall deal with these amounts in accordance with the Servicing Standard,
the terms of the related Mortgage Loans and Sections 8.3(e) and 10.3 hereof and the terms and conditions of
any related Intercreditor Agreement. Schedule VII sets forth those Mortgage Loans as to which an upfront reserve was
collected at closing in an amount in excess of $75,000 with respect to specific immediate work, including engineering work, completion
of additional construction, environmental remediation or similar one-time projects (but not with respect to escrow accounts maintained
for ongoing obligations, such as real estate taxes, insurance premiums, ongoing property maintenance, replacements and capital
improvements or debt service).


 


Section
5.2     Withdrawals of Funds in the Collection Account.


 


(a)          Subsection (I).
The Master Servicer shall, from time to time, make withdrawals from the Collection Account (from the amounts specified for such
purposes) for the following purposes (such list not to constitute an order of priority) and remit the amounts so withdrawn by
wire transfer prior to 3:00 p.m. (New York City time), on the related Master Servicer Remittance Date, in immediately available
funds to the account specified in this Section or otherwise (1) to such account as it shall determine from time to time,
in the case of amounts payable to the Master Servicer from the Collection Account (or, insofar as they relate to a Serviced B
Note or Serviced Companion Loan, from the related Custodial Account) pursuant to clauses (i), (ii), (iii),
(iv), (vi), (viii) and (ix) below; (2) to the account specified in writing by the Certificate
Administrator from time to time, in the case of amounts payable to the Certificate Administrator, the Custodian and the Trustee
from the Collection Account (or, insofar as they relate to a Serviced B Note or Serviced Companion Loan, from the related Custodial
Account) pursuant to clauses (ii), (iii), (v), (vi), (xi), (xii) and (xiii)
below; and (3) to the Special Servicer from time to time, in the case of amounts payable to the Special Servicer from
the Collection Account (or, insofar as they relate to a Serviced B Note or Serviced Companion Loan, from the related Custodial
Account) pursuant to clauses (i), (ii), (iv), (vi), (vii) and (ix) below; and (4) to
the Trust Advisor from time to time, in the case of amounts payable to the Trust Advisor from the Collection Account (or, insofar
as they relate to a Serviced B Note or Serviced Companion Loan, from the related Custodial Account) pursuant to clause (iv)
below:


 


(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


 






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Modification Fees, Excess Penalty Charges and Assumption Fees to the Master Servicer and/or the Special
Servicer in accordance with Section 8.10 and/or Section 9.11, as applicable;


 


(ii)          Servicing
Advances (including amounts later determined to be Nonrecoverable Advances): (A) in the case of all Mortgage Loans, Serviced
Companion Loans, Serviced B Notes and REO Mortgage Loans, subject to clause (B) below and subsection (iv)
of Section 5.2(a)(II), to reimburse or pay to the Master Servicer, the Special Servicer and the Trustee pursuant
to Section 4.6, (x) prior to a Final Recovery Determination or determination in accordance with Section 4.4
that any Advance is a Nonrecoverable Advance, Servicing Advances on the related Mortgage Loan, Serviced Companion Loan, REO
Mortgage Loan or Serviced B Note, as applicable, from payments made by the related Mortgagor of the amounts to which a Servicing
Advance relates or from REO Income from the related REO Property or from Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds or Purchase Proceeds and, to the extent that a Servicing Advance has been or is being reimbursed, with any related Advance
Interest thereon first, from related Penalty Charges and Allocable Modification Fees in accordance with Section 5.2(b),
and then from Excess Liquidation Proceeds then available and then from any other amounts on deposit in the Collection Account
(including from general collections), or (y) after a Final Recovery Determination or determination that any Servicing Advance
on the related Mortgage Loan, Serviced Companion Loan, REO Mortgage Loan or Serviced B Note is a Nonrecoverable Advance in accordance
with Section 4.4, any Servicing Advances made on the related Mortgage Loan, related Serviced Companion Loan, related
Serviced B Note or REO Property from any funds on deposit in the Collection Account (regardless of whether such amount was recovered
from the applicable Mortgage Loan, Serviced Companion Loan, Serviced B Note or REO Property) and pay Advance Interest thereon
first, from related Penalty Charges and Allocable Modification Fees in accordance with Section 5.2(b), then from Excess
Liquidation Proceeds then available and then from any other amounts on deposit in the Collection Account (including from general
collections); and (B) in the case of any Non-Serviced Mortgage Loan and from any funds on deposit in the Collection Account,
to reimburse the applicable Non-Serviced Mortgage Loan Master Servicer, the applicable Non-Serviced Mortgage Loan Special Servicer
and the applicable Non-Serviced Mortgage Loan Trustee for Pari Passu Loan Nonrecoverable Advances and any accrued and unpaid interest
thereon provided for under the related Non-Serviced Mortgage Loan Intercreditor Agreement and Non-Serviced Mortgage Loan Pooling
and Servicing Agreement;


 


(iii)          P&I
Advances (including amounts later to be determined to be Nonrecoverable Advances): in the case of all Mortgage Loans, subject
to subsection (iv) of Section 5.2(a)(II), to reimburse or pay to the Master Servicer and the Trustee,
pursuant to Section 4.6, (x) if prior to a Final Recovery Determination or determination that any Advance is
a Nonrecoverable Advance, any P&I Advances on a Mortgage Loan or REO Mortgage Loan from Late Collections made by the Mortgagor
of the amounts to which a P&I Advance relates, or REO Income from the related REO Property or from Liquidation 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


 






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thereon, first, from related Penalty Charges and Allocable Modification Fees in accordance with Section 5.2(b),
and then from Excess Liquidation Proceeds then available and then from any other amounts on deposit in the Collection Account
(including from general collections), or (y) if after a Final Recovery Determination or determination in accordance with
Section 4.4 that any P&I Advance is a Nonrecoverable Advance, any P&I Advances made on a Mortgage Loan or
REO Mortgage Loan from funds on deposit in the Collection Account (regardless of whether such amount was recovered from the applicable
Mortgage Loan or REO Property) and any Advance Interest thereon, first, from related Penalty Charges and Allocable Modification
Fees in accordance with Section 5.2(b), then from Excess Liquidation Proceeds then available and then from any other
amounts on deposit in the Collection Account (including from general collections);


 


(iv)          Servicing
Fees, Special Servicer Compensation and Trust Advisor Fees: to pay to itself the Master Servicing Fee, subject to reduction
for any Compensating Interest, to pay to the Special Servicer the Special Servicing Fee and the Workout Fee and to pay to the
Trust Advisor the Trust Advisor Fee (exclusive of any TA Unused Fees) and any unpaid Trust Advisor Consulting Fees (but only to
the extent such Trust Advisor Consulting Fees were received from the related Mortgagor);


 


(v)          Trustee
Fee, Custodian Fee and Certificate Administrator Fee: to pay to the Distribution Account for withdrawal by the Certificate
Administrator for payment to itself, the Custodian and the Trustee, the Certificate Administrator Fee (inclusive of the Trustee
Fee and the Custodian Fee);


 


(vi)          Expenses
of Trust: to pay to the Person entitled thereto (other than the Trust Advisor) any amounts specified herein to be Additional
Trust Expenses (at the time set forth herein or in the definition thereof), and any other amounts that in fact constitute Additional
Trust Expenses whose payment is not more specifically provided for in this Agreement; provided that the Depositor shall
not be entitled to receive reimbursement for performing its duties under this Agreement;


 


(vii)         Liquidation
Fees: upon the occurrence of a Final Recovery Determination to pay to the Special Servicer from the Collection Account, the
amount certified by the Special Servicer equal to the Liquidation Fee, to the extent provided in Section 9.11 hereof;


 


(viii)        Investment
Income: to pay to itself net income and gain realized on the investment of funds deposited in the Collection Account (including
any Custodial Accounts);


 


(ix)          Prepayment
Interest Excesses: to pay to the Master Servicer the amount of the aggregate Prepayment Interest Excesses relating to Mortgage
Loans which are not Specially Serviced Mortgage Loans, received during the most recently ended Collection Period (to the extent
not offset by Prepayment Interest Shortfalls relating to such Mortgage Loans incurred during the most recently ended Collection
Period); and to pay to the Special Servicer the amount of the aggregate Prepayment Interest Excesses relating


 






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to Mortgage Loans
that were Specially Serviced Mortgage Loans that were subject to voluntary Principal Prepayments during the most recently ended
Collection Period (not from Liquidation Proceeds or from modifications to Specially Serviced Mortgage Loans), to the extent not
offset by Prepayment Interest Shortfalls relating to such Mortgage Loans incurred during the most recently ended Collection Period;


 


(x)          CREFC®
License Fee: to pay to CREFC (solely to the extent of funds available in the Collection Account following the withdrawal
of the amounts described in clauses (i) through (ix) above), the CREFC® License Fee;


 


(xi)         Correction
of Errors: to withdraw funds deposited in the Collection Account in error;


 


(xii)        Distribution
Account: to make payment on each Master Servicer Remittance Date of the remaining amounts in the Collection Account (including
any Excess Interest and Actual Recoveries of Trust Advisor Expenses) to the Distribution Account or applicable sub-account thereof
(or in the case of any Excess Interest, deposit to the Excess Interest Sub-account under Section 5.3(b)), other than
amounts held for payment in future periods or pursuant to clause (xiii) below;


 


(xiii)       Certain
Reserve Accounts: to make payments on each Master Servicer Remittance Date to (A) the Excess Liquidation Proceeds Reserve
Account of any Excess Liquidation Proceeds not otherwise applied to pay Advance Interest and (B) the TA Unused Fees Reserve
Account of any TA Unused Fees; and


 


(xiv)       Clear
and Terminate: to clear and terminate the Collection Account in connection with the termination of the Trust;


 


provided,
that in the case of any Serviced B Note for which an A/B Whole Loan Custodial Account is required to be established by the Master
Servicer:


 


(A)        to
the extent consistent with the related Intercreditor Agreement, the Master Servicer shall be entitled to make transfers from time
to time, from the related A/B Whole Loan Custodial Account to the portion of the Collection Account that does not constitute any
such Custodial Account, of amounts necessary for the payments or reimbursement of amounts described in any one or more of clauses (i),
(ii), (iii), (iv), (vi), (vii) and (viii) above, but only insofar as the payment or
reimbursement described therein arises from or is related to the corresponding A/B Whole Loan and is allocable to (or, subject
to lack of availability at the time, would otherwise have originally been paid out of collections on) such Serviced B Note pursuant
to this Agreement or the related Intercreditor Agreement, and the Master Servicer shall also be entitled to make transfers from
time to time, from the related A/B Whole Loan Custodial Account to the portion of the Collection Account that does not constitute
any such Custodial Account, of amounts transferred to the related A/B Whole Loan Custodial Account in error, and amounts necessary
for the clearing and termination of the Collection Account in connection with the termination of the Trust;


 






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(B)          the
Master Servicer shall be entitled to make transfers from time to time, from the related A/B Whole Loan Custodial Account to the
portion of the Collection Account that does not constitute any such Custodial Account, of amounts not otherwise described in clause (A)
above to which the holder of the related A Note is entitled under the related A/B Whole Loan and the related Intercreditor
Agreement (including in respect of interest, principal and Prepayment Premiums in respect of the A Note, as applicable (whether
or not by operation of any provision of the related Intercreditor Agreement that entitles the holder of such A Note to receive
remittances in amounts calculated without regard to any modification, waiver or amendment of the economic terms of such A Note));
and


 


(C)          unless
otherwise set forth in the related Intercreditor Agreement, the Master Servicer shall on each Master Servicer Remittance Date
remit to the holder of the related Serviced B Note all amounts on deposit in the applicable A/B Whole Loan Custodial Account (net
of amounts permitted or required to be transferred therefrom as set forth in clauses (A) and/or (B) above),
to the extent that the holder of such Serviced B Note is entitled thereto under the related Intercreditor Agreement (including
by way of the operation of any provision of the related Intercreditor Agreement that entitles the holder of such Serviced B Note
to reimbursement of cure payments made by it);


 


and
provided, further, that in the case of any Serviced Companion Loan:


 


(A)          to
the extent consistent with the related Intercreditor Agreement, the Master Servicer shall be entitled to make transfers from time
to time, from the related Serviced Companion Loan Custodial Account to the portion of the Collection Account that does not constitute
any such Custodial Account, of amounts necessary for the payments or reimbursement of amounts described in any one or more of
clauses (i), (ii), (iv), (vi), (vii) and (viii) above, but only insofar as the
payment or reimbursement described therein arises from or is related to the corresponding Loan Pair and is allocable to, and may
(in accordance with the related Intercreditor Agreement) be paid out of amounts otherwise payable to the holder of, the related
Serviced Companion Loan, and the Master Servicer shall also be entitled to make transfers from time to time, from the related
Serviced Companion Loan Custodial Account to the portion of the Collection Account that does not constitute any Custodial Account,
of amounts transferred to the related Serviced Companion Loan Custodial Account in error, and amounts necessary for the clearing
and termination of the Collection Account in connection with the termination of the Trust;


 


(B)          the
Master Servicer shall be entitled to make transfers from time to time, from the related Serviced Companion Loan Custodial Account
to the portion of the Collection Account that does not constitute any such Custodial Account, of amounts not otherwise described
in clause (A) above to which the holder of the related Serviced Pari Passu Mortgage Loan is entitled under the related
Intercreditor Agreement (including in respect of interest, principal and Prepayment Premiums); and


 


(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


 






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receipt of properly identified funds (provided, that if any such
amounts are received after 2:00 p.m. (Eastern time) on any given Business Day, the Master Servicer shall use commercially reasonable
efforts to remit such funds within one (1) Business Day of receipt of such amounts but, in any event, the Master Servicer shall
remit such funds within two (2) Business Days of receipt of such amounts)) or (y) such other date as may be agreed to between
the Master Servicer and the holder of the related Serviced Companion Loan (in their respective sole discretion), remit to the
holder of the related Serviced Companion Loan all amounts on deposit in the related Serviced Companion Loan Custodial Account
(net of amounts permitted or required to be transferred therefrom as set forth in clauses (A) and/or (B) above),
to the extent that the holder of such Serviced Companion Loan is entitled thereto under the related Intercreditor Agreement.


 


The
Master Servicer shall pay to each of the Special Servicer (or, in the case of an emergency, to third party contractors at the
written direction of the Special Servicer), the Trust Advisor, the Custodian, the Trustee and the Certificate Administrator, as
applicable, from the applicable Collection Account, amounts permitted to be paid thereto from such account promptly upon receipt
on or prior to the related Determination Date of a written statement of an officer of the Special Servicer, an officer of the
Trust Advisor or a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, as the case may be, describing
the item and amount to which the Special Servicer (or, in the case of an emergency, such third party contractor), the Trust Advisor,
the Trustee, the Custodian or the Certificate Administrator, as the case may be, is entitled (unless such payment to the Special
Servicer, the Trust Advisor, the Trustee, the Custodian or the Certificate Administrator, as the case may be, is clearly required
pursuant to this Agreement, in which case a written statement is not required). The Master Servicer may rely conclusively on any
such written statement and shall have no duty to recalculate or investigate (absent manifest error) the amounts stated therein.
The parties seeking payment pursuant to this Section shall each keep and maintain a separate accounting for the purpose of justifying
any request for withdrawal from each Collection Account, on a loan by loan basis.


 


No
decision by the Master Servicer or the Trustee under either this Section 5.2(a)(I) or subsection (iv) of
Section 5.2(a)(II), to defer the reimbursement of Advances and/or Advance Interest shall be construed as an agreement
by the Master Servicer to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right
to such reimbursement during such period of deferral.


 


Expenses
incurred with respect to any A/B Whole Loan or Loan Pair shall be allocated in accordance with the related Intercreditor Agreement
(or with respect to a Joint Mortgage Loan treated as a Loan Pair in accordance with Section 8.30 hereof, the applicable
Mortgage Loan documents). The Master Servicer shall keep and maintain a separate accounting for each Mortgage Loan, Serviced Companion
Loan and Serviced B Note for the purpose of justifying any withdrawal or transfer from the Collection Account and any Custodial
Account, as applicable. If funds collected in respect of the A Notes (or, in the case of a Loan Pair with a Serviced B Note,
if any, in respect of the related Mortgage Loan and Serviced Companion Loan(s)) are insufficient to pay the Master Servicing Fee
in respect thereof, then the Master 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


 






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Master Servicer shall not be permitted
to withdraw any funds from the portion of the Collection Account that does not constitute such Custodial Account unless there
are no remaining funds in such Custodial Account available and required to be paid in accordance with the related Intercreditor
Agreement.


 


Subsection (II).
The provisions of this subsection II of this Section 5.2(a) shall apply notwithstanding any contrary provision
of subsection (I) of this Section 5.2(a):


 


(i)          Identification
of Workout-Delayed Reimbursement Amounts. If any Advance made with respect to any Mortgage Loan on or before the date on which
such Mortgage Loan becomes (or, but for the requirement that the Mortgagor shall have made three (3) consecutive scheduled
payments under its modified terms, would then constitute) a Rehabilitated Mortgage Loan, together with Advance Interest accrued
thereon, is not, pursuant to the operation of the provisions of Section 5.2(a)(I), reimbursed to the Person who made
such Advance on or before the date, if any, on which such Mortgage Loan becomes a Rehabilitated Mortgage Loan, such Advance, together
with such Advance Interest, shall constitute a “Workout-Delayed Reimbursement Amount” to the extent that such
amount has not been determined to constitute a Nonrecoverable Advance. All references herein to “Workout-Delayed Reimbursement
Amount” shall be construed always to mean the related Advance and any Advance Interest thereon, together with any further
Advance Interest that accrues on the unreimbursed portion of such Advance from time to time in accordance with the other provisions
of this Agreement. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine that such amount instead constitutes a Nonrecoverable Advance.


 


(ii)          General
Relationship of Provisions. Subsection (iii) below (subject to the terms and conditions thereof) sets forth the
terms of and conditions to the right of a Person to be reimbursed for any Workout-Delayed Reimbursement Amount to the extent that
such Person is not otherwise entitled to reimbursement and payment of such Workout-Delayed Reimbursement Amount pursuant to the
operation of Section 5.2(a)(I) above. Subsection (iv) below (subject to the terms and conditions thereof)
authorizes the Master Servicer to abstain from reimbursing itself (or, if applicable, the Trustee to abstain from obtaining reimbursement)
for Nonrecoverable Advances under certain circumstances at its sole option. Upon any determination that all or any portion of
a Workout-Delayed Reimbursement Amount constitutes a Nonrecoverable Advance, then the reimbursement or payment of such amount
(and any further Advance Interest that may accrue thereon) shall cease to be subject to the operation of subsection (iii)
below, such amount (and further Advance Interest) shall be as fully payable and reimbursable to the relevant Person as would
any other Nonrecoverable Advance (and Advance Interest thereon) and, as a Nonrecoverable Advance, such amount may become the subject
of the Master Servicer’s (or, if applicable, the Trustee’s) exercise of its sole option authorized by subsection (iv)
below.


 


(iii)          Reimbursements
of Workout-Delayed Reimbursement Amounts. The Master Servicer, the Special Servicer and the Trustee, as applicable, shall
be entitled to


 






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reimbursement and payment for all Workout-Delayed Reimbursement Amounts in each Collection Period; provided
that the aggregate amount (for all such Persons collectively) of such reimbursements and payments in such Collection Period
shall not exceed (and the reimbursement and payment shall be made from) the aggregate amount in the Collection Account allocable
to principal received with respect to the Mortgage Loans for such Collection Period contemplated by clause (I)(A)
of the definition of Principal Distribution Amount (but not including any such amounts that constitute Advances) and net of any
Nonrecoverable Advances then outstanding and reimbursable from such principal in accordance with Section 5.2(a)(II)(iv)
below. As and to the extent provided in clause (II)(A) of the definition thereof, the Principal Distribution Amount
for the Distribution Date related to such Collection Period shall be reduced to the extent that such payment or reimbursement
of a Workout-Delayed Reimbursement Amount is made from the aggregate amount in the Collection Account allocable to principal pursuant
to the preceding sentence.


 


(iv)          Reimbursement
of Nonrecoverable Advances; Sole Option to Abstain from Reimbursements of Certain Nonrecoverable Advances. To the extent that
Section 5.2(a)(I) otherwise entitles each of the Master Servicer, the Special Servicer and the Trustee to reimbursement
for any Nonrecoverable Advance (or payment of Advance Interest thereon from a source other than Penalty Charges and Allocable
Modification Fees on the related Mortgage Loan) during any Collection Period, then, notwithstanding any contrary provision of
subsection (I) above, (a) to the extent that one or more such reimbursements and payments of Nonrecoverable Advances
(and such Advance Interest thereon) are made, such reimbursements and payments shall be made, first, from the aggregate
amount in the Collection Account allocable to principal received with respect to the Mortgage Loans for such Collection Period
contemplated by clause (I)(A) of the definition of Principal Distribution Amount (but not including any such amounts
that constitute Advances, and prior to any deduction for Workout-Delayed Reimbursement Amounts (and Advance Interest thereon)
that were reimbursed or paid during the related Collection Period from amounts allocable to principal received with respect to
the Mortgage Loans, as described by clause (II)(A) of the definition of Principal Distribution Amount and pursuant
to subsection (iii) of Section 5.2(a)(II)), and then from other collections (including interest)
on the Mortgage Loans for such Collection Period, and (b) if and to the extent that the amount of such a Nonrecoverable Advance
(and Advance Interest thereon), together with all Nonrecoverable Advances (and Advance Interest thereon) theretofore reimbursed
during such Collection Period, would exceed such principal on the Mortgage Loans for such Collection Period (and Advance Interest
thereon), the Master Servicer (and the Trustee, if it made the relevant Advance) is hereby authorized (but shall not be construed
to have any obligation whatsoever), if it elects at its sole option, to abstain from reimbursing itself (notwithstanding that
it is entitled to such reimbursement) during that Collection Period for all or a portion of such Nonrecoverable Advance (and Advance
Interest thereon), provided that the aggregate amount that is deferred with respect to all Nonrecoverable Advances (and
Advance Interest thereon) with respect to all Mortgage Loans for any particular Collection Period is less than or equal to such
excess described above in this clause (b). If the Master Servicer (or the 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


 






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Nonrecoverable Advance (and Advance Interest thereon) or portion thereof shall continue to be fully reimbursable in any subsequent
Collection Period to the same extent as set forth above. In connection with a potential election by the Master Servicer or the
Trustee to abstain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the Collection Period
for any Distribution Date, the Master Servicer (or the Trustee) shall further be authorized to wait for principal collections
to be received before making its determination of whether to abstain from the reimbursement of a particular Nonrecoverable Advance
or portion thereof until the end of the Collection Period.


 


None
of the Master Servicer or the Trustee shall have any liability whatsoever for making an election, or refraining from making an
election, that is authorized under this subsection (II)(iv). The foregoing shall not, however, be construed to limit
any liability that may otherwise be imposed on such Person for any failure by such Person to comply with the conditions to making
such an election under this subsection (II)(iv) or to comply with the terms of this subsection (II)(iv)
and the other provisions of this Agreement that apply once such an election, if any, has been made.


 


Any
election by the Master Servicer (or the Trustee) to abstain from reimbursing itself for any Nonrecoverable Advance (and Advance
Interest thereon) or portion thereof with respect to any Collection Period shall not be construed to impose on the Master Servicer
(or the Trustee) any obligation to make such an election (or any entitlement in favor of any Certificateholder or any other Person
to such an election) with respect to any subsequent Collection Period or to constitute a waiver or limitation on the right of
the Master Servicer (or the Trustee) to otherwise be reimbursed for such Nonrecoverable Advance (and Advance Interest thereon).
Any election by the Master Servicer or the Trustee to abstain from reimbursing itself for any Nonrecoverable Advance or portion
thereof with respect to any one or more Collection Periods shall not limit the accrual of Advance Interest on the unreimbursed
portion of such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. None of
the Master Servicer, the Trustee or the other parties to this Agreement shall have any liability to one another or to any of the
Certificateholders or any holder of a Serviced B Note or Serviced Companion Loan for any such election that such party makes as
contemplated by this subsection or for any losses, damages or other adverse economic or other effects that may arise from such
an election. The foregoing statements in this paragraph shall not limit the generality of the statements made in the immediately
preceding paragraph. Notwithstanding the foregoing, neither the Master Servicer nor the Trustee shall have the right to abstain
from reimbursing itself for any Nonrecoverable Advance to the extent of the amount described in clause (I)(A) of the
definition of Principal Distribution Amount. Notwithstanding anything to the contrary contained herein, neither the Master Servicer
nor the Trustee may abstain from reimbursing itself for any particular Nonrecoverable Advance for a period in excess of twelve
(12) months, and during any Subordinate Control Period and any Collective Consultation Period, neither the Master Servicer nor
the Trustee may abstain from reimbursing itself for any particular Nonrecoverable Advance for a period in excess of six (6) months
without the consent of the Controlling Class Representative.


 






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(v)          Reimbursement
Rights of the Master Servicer, Special Servicer and Trustee Are Senior. Nothing in this Agreement shall be deemed to create
in any Certificateholder a right to prior payment of distributions over the Master Servicer’s, the Special Servicer’s
or the Trustee’s right to reimbursement for Advances plus Advance Interest (whether those that constitute Workout-Delayed
Reimbursement Amounts, those that have been the subject of the Master Servicer’s election authorized in subsection (iv)
or otherwise).


 


(b)          On
each Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and apply as follows all
Penalty Charges (subject to any allocation provision with respect to Penalty Charges in any related Intercreditor Agreement) and
Allocable Modification Fees (in that order) received with respect to a Mortgage Loan or, unless otherwise required to be paid
to the holder thereof pursuant to the related Intercreditor Agreement, a Serviced Companion Loan or Serviced B Note during the
most recently ended Collection Period:


 


(i)          first,
to pay or reimburse the Master Servicer, the Special Servicer and/or the Trustee, as applicable, for all outstanding Nonrecoverable
Advances (together with all unpaid Advance Interest on such Nonrecoverable Advances), all unpaid Advance Interest on any other
Advances and any other outstanding Additional Trust Expenses, in each case, with respect to such Mortgage Loan or, if applicable,
the related Loan Pair or A/B Whole Loan;


 


(ii)          second,
as a reimbursement to the Trust of all Advances (and related Advance Interest) with respect to such Mortgage Loan or, if applicable,
the related Loan Pair or A/B Whole Loan previously determined to be Nonrecoverable Advances and previously reimbursed to the Master
Servicer, the Special Servicer and/or Trustee, as applicable, from amounts (other than related Penalty Charges and Allocable Modification
Fees) on deposit in the Collection Account (and such amounts will be retained or deposited in the Collection Account as recoveries
of such Nonrecoverable Advances and related Advance Interest);


 


(iii)          third,
as a reimbursement to the Trust of all other Additional Trust Expenses with respect to such Mortgage Loan or, if applicable, the
related Loan Pair or A/B Whole Loan previously paid from the Collection Account (and such amounts will be retained or deposited
in the Collection Account as recoveries of such Additional Trust Expenses); and


 


(iv)          fourth,
to pay any remaining Penalty Charges and Allocable Modification Fees to the Master Servicer and/or the Special Servicer, as applicable,
as compensation as set forth in either Section 8.10 or Section 9.11, as applicable.


 


(c)          With
respect to any Master Servicer Remittance Date, Scheduled Payments due in a Collection Period succeeding the Collection Period
relating to such Master Servicer Remittance Date, Principal Prepayments received after the related Collection Period, or other
amounts not distributable on the related Distribution Date, shall be held in the Collection Account (or a sub-account thereof)
and shall be remitted to the Distribution Account on the


 






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applicable
successive Master Servicer Remittance Date or Dates. The Master Servicer shall use commercially reasonable efforts to remit to
the Distribution Account on any Master Servicer Remittance Date for a Collection Period any Balloon Payments received during the
period that begins two (2) Business Days immediately preceding the related Master Servicer Remittance Date and ends on such Master
Servicer Remittance Date. In connection with the deposit of any Balloon Payments to the Distribution Account in accordance with
the immediately preceding sentence, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate
Administrator shall, if it has already reported anticipated distributions to the Depository, use commercially reasonable efforts
to cause the Depository to make the revised distribution on a timely basis on such Distribution Date. Neither the Master Servicer
nor the Certificate Administrator shall be liable or held responsible for any resulting delay or failure in the making of such
distribution to Certificateholders. For purposes of the definitions of “Available Distribution Amount” and “Principal
Distribution Amount,” any Balloon Payments that are received prior to the Master Servicer Remittance Date in any Collection
Period but are includable in the distributions on the Distribution Date in such Collection Period as provided above, shall each
be deemed to have been collected in the prior Collection Period.


 


Section
5.3     Distribution Account and Reserve Accounts.


 


(a)          The
Certificate Administrator, on behalf of the Trustee shall establish (with respect to clause (i) and clause (ii),
on or prior to the Closing Date, and with respect to clause (iii) and clause (iv), on or prior to the
date the Certificate Administrator determines is necessary) and maintain in its name, on behalf of the Trustee, (i) an account
(the “Distribution Account”), to be held for the benefit of the Holders until disbursed pursuant to the terms
of this Agreement, titled: “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the Holders of Morgan Stanley Bank of America Merrill Lynch Trust
2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23, 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-C23, Commercial Mortgage
Pass-Through Certificates, Series 2015-C23, Interest Reserve Account”, (iii) an account (the “Excess Liquidation
Proceeds Reserve Account”) to be held for the benefit of the Holders until disbursed pursuant to the terms of this Agreement,
titled: “Wells Fargo Bank, National Association, as Certificate Administrator on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the Holders of Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23, Commercial Mortgage
Pass-Through Certificates, Series 2015-C23, 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-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23, 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


 






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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”).


 


The
Certificate Administrator shall make withdrawals from the Distribution Account (including the Excess Interest Sub-account), the
Excess Liquidation Proceeds Reserve Account and the TA Unused Fees Reserve Account only for the following purposes:


 


(i)          to
withdraw amounts deposited in the Distribution Account, the Excess Liquidation Proceeds Reserve Account and the TA Unused Fees
Reserve Account in error and pay such amounts to the Persons entitled thereto;


 


(ii)          in
the case of the Distribution Account only, to pay any amounts payable to the Master Servicer, the Special Servicer, the Trust
Advisor, the Certificate Administrator, the Custodian and the Trustee any fees, indemnification payments, other expenses or other
amounts permitted to be paid hereunder and not previously paid to such Persons pursuant to Section 5.2;


 






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(iii)          to
make distributions to the Certificateholders pursuant to Sections 6.5, 6.10 and/or 11.1, as applicable;


 


(iv)          in
the case of the Distribution Account and the TA Unused Fees Reserve Account only, to reimburse the Trust Advisor for any indemnification
payments or expenses payable to the Trust Advisor hereunder solely from amounts otherwise allocable to the Principal Balance Certificates
that are not Control Eligible Certificates or Actual Recoveries of Trust Advisor Expenses or TA Unused Fees, in each case pursuant
to, and subject to the limitations set forth in, this Agreement; and


 


(v)          to
clear and terminate the Distribution Account and the Reserve Accounts pursuant to Section 11.2.


 


On
each Master Servicer Remittance Date in March of every year commencing in March 2016 (and on any other Master Servicer Remittance
Date related to the final Distribution Date), the Certificate Administrator shall withdraw all Interest Reserve Amounts then in
the Interest Reserve Account and deposit such amounts into the Distribution Account.


 


Section
5.4     Certificate Administrator Reports.


 


(a)          On
or prior to each Distribution Date, based on information provided in monthly reports prepared by the Master Servicer and the Special
Servicer and delivered to the Certificate Administrator by the Master Servicer (no later than 2:00 p.m., New York time on
the Advance Report Date), the Certificate Administrator shall prepare and make available to the general public on the Certificate
Administrator’s Website (or, upon written request from any Certificateholder or Certificate Owner, provide to the requesting
party, by first class mail) (i) the Distribution Date Statement for such Distribution Date, and (ii) a report containing
information regarding the Mortgage Loans as of the end of the related Collection Period, which report shall be presented in tabular
format substantially similar to the format utilized in Exhibit K hereto, which report may be included as part of the Distribution
Date Statement.


 


In
addition, the Certificate Administrator, to the extent received by it, shall make available each month via the Certificate Administrator’s
Website, to any Privileged Person (provided that the Final Prospectus, this Agreement, the Distribution Date Statements and the
Exchange Act Filings will be made available to the general public), 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


 






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(C)          the
CREFC® Loan Setup File;


 


(ii)          the
Exchange Act Filings;


 


(iii)         the
following “periodic reports”:


 


(A)          the
Distribution Date Statement;


 


(B)          CREFC®
Reports, in each case, to the extent the Certificate Administrator has received or prepared such report or file (other than
the CREFC® Loan Setup File); and


 


(C)          any
Trust Advisor Annual Reports;


 


(iv)         the
following “additional documents”:


 


(A)          the
summary of any Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 10.5(a) of
this Agreement; and


 


(B)          any
other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format;


 


(v)          the
following “special notices”:


 


(A)          all
Special Notices;


 


(B)          notice
of any waiver, modification or amendment of any term of any Mortgage Loan;


 


(C)          notice
of final payment on the Certificates;


 


(D)          all
notices of the occurrence of any Servicer Termination Events, in the case of the Master Servicer, or events described in Section 9.30(b),
in the case of the Special Servicer, or Trust Advisor Termination Events, in the case of the Trust Advisor, received by the Certificate
Administrator;


 


(E)          notice
of termination or resignation of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian or the Trustee (and
notice of acceptance of appointments of successors to the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian
or the Trustee);


 


(F)          any
and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s,
the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance;


 


(G)          any
notice of the termination of the Trust;


 






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(H)          all
of the annual compliance statements and annual assessments as to compliance delivered to the Certificate Administrator since the
Closing Date pursuant to Section 13.9 and Section 13.10, respectively;


 


(I)          all
of the annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator
since the Closing Date pursuant to Section 13.11;


 


(J)          any
reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of the Special Servicer’s
Appraisal Reduction and net present value calculations pursuant to Section 10.5;


 


(K)          any
recommendation received by the Certificate Administrator from the Trust Advisor for the termination of the Special Servicer during
any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the Holders of Certificates
evidencing the requisite percentage of Voting Rights to terminate the Special Servicer
in response to such recommendation;


 


(L)          notice
of any request by the Holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates to terminate and
replace the Special Servicer or notice of any request by the Holders of Certificates evidencing at least 25% of the Voting Rights
of the Certificates to terminate and replace the Trust Advisor; and


 


(M)          any
other information delivered to the Certificate Administrator pursuant to any other section of this Agreement, which other section
expressly provides for posting of such information on the Certificate Administrator’s Website; and


 


(N)          any
notice of the commencement or cessation of a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation
Period;


 


(vi)          the
Investor Q&A Forum; and


 


(vii)          solely
to Certificateholders and Certificate Owners, the Investor Registry.


 


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.


 






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The
Certificate Administrator may provide such information through means other than (and in lieu of) the Certificate Administrator’s
Website; provided that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders
and the holders of Serviced Companion Loans (but only for purposes of any such holder receiving information regarding its Serviced
Companion Loan) shall have received notice of such alternative means (which notice may be given via the Certificate Administrator’s
Website).


 


Any
Certificateholder or Certificate Owner that is a Mortgagor, a Manager, an Affiliate of a Mortgagor or a Manager, or an agent,
principal, partner, member, joint venturer, limited partner, employee, representative, director, trustee or advisor of, or any
investor in, any of the foregoing, shall be entitled to access only the Final Prospectus, the Distribution Date Statements, this
Agreement and the Exchange Act Reports on the Certificate Administrator’s Website. The provisions in this section shall
not limit the Master Servicer’s ability to make accessible certain information (other than Privileged Information) regarding
the Mortgage Loans at a website maintained by the Master Servicer. The Certificate Administrator shall require an Investor Certification
from any Certificateholder, Certificate Owner or prospective transferee of a Certificate or interest therein that requests access
to any Non-Public Information.


 


(b)          Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate a statement containing the information as to the applicable
Class set forth in clauses (a), (b), (j) and (s) of the definition of “Distribution Date
Statement” aggregated for such calendar year or applicable portion thereof during which such person was a Certificateholder,
together with such other information as the Certificate Administrator determines to be necessary to enable Certificateholders
to prepare their tax returns for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have
been satisfied to the extent that substantially comparable information shall be provided by the Certificate Administrator pursuant
to any requirements of the Code as from time to time are in force.


 


(c)          The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where Certificateholders,
Certificate Owners and prospective purchasers of Certificates may (i)(A)  submit questions to the Certificate Administrator
relating to the Distribution Date Statement, (B) submit questions to the Master Servicer or the Special Servicer, as applicable,
relating to the servicing reports prepared by that party and being made available pursuant to this Section 5.4, the
Mortgage Loans, the A/B Whole Loans, the Loan Pairs or the Mortgaged Properties and (C) submit questions to the Trust Advisor
relating to any Trust Advisor Annual Reports or actions by the Special Servicer referenced in any Trust Advisor Annual Report
(collectively, “Inquiries”), and (ii) view Inquiries that have been previously submitted and answered,
together with the answers thereto. Upon receipt of an 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


 






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Master
Servicer or Special Servicer shall be by email to the Certificate Administrator. The Certificate Administrator shall post (within
a commercially reasonable period following preparation or receipt of such answer, as the case may be) such Inquiry with the related
answer to the Certificate Administrator’s Website. If the Certificate Administrator, the Trust Advisor, the Master Servicer
or the Special Servicer determines, in its respective sole discretion, that (i) any Inquiry is not of a type described above,
(ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering
any Inquiry would be in violation of applicable law, this Agreement (including the confidentiality provisions and restrictions
on release of Privileged Information contained in this Agreement) or the applicable Mortgage Loan documents, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator,
the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, or (v) answering any Inquiry is otherwise,
for any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the Trust Advisor, the Master
Servicer or the Special Servicer, shall promptly notify the Certificate Administrator. The Certificate Administrator shall notify
the Person who submitted such Inquiry if the Inquiry will not be answered. The Certificate Administrator shall not be required
to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines,
in its sole discretion, is administrative or ministerial in nature, and no party shall post or otherwise disclose direct communications
with the Controlling Class Representative or a Loan-Specific Directing Holder as part of its response to any Inquiries. The Investor
Q&A Forum will not reflect questions, answers and other communications which are not submitted via the Certificate Administrator’s
Website. Answers posted on the Investor Q&A Forum shall be attributable only to the respondent, and no other Person will have
any responsibility or liability for the content of any such information, nor will any other Person certify as to the accuracy
of any of the information posted in the Investor Q&A Forum that is based, in whole or in part, on information received from
third parties. Rating Agencies and other NRSROs that provide an NRSRO Certification may have access to the Investor Q&A Forum
but will not have a means to submit questions on the Investor Q&A Forum. The Certificate Administrator may require acceptance
of a waiver and disclaimer for access to the Investor Q&A Forum.


 


(d)          The
Certificate Administrator shall make available to any Certificateholder and Certificate Owner (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


 






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within
forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry.
The Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry,
or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require
acceptance of a waiver and disclaimer for access to the Investor Registry. Rating Agencies and other NRSROs shall not have access
to the Investor Registry.


 


(e)          Notwithstanding
the foregoing, in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer
or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC®
Reports, inspection reports and other specific periodic reports otherwise required). If the Master Servicer, the Special
Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports, it may require the Person
requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.


 


(f)          Upon
filing with the Internal Revenue Service, the Certificate Administrator shall furnish to the Holders of the Class R Certificates
the Form 1066 for each REMIC Pool and shall furnish their respective Schedules Q thereto at the times required by the
Code or the Internal Revenue Service, and shall provide from time to time such information and computations with respect to the
entries on such forms as any Holder of the Class R Certificates may reasonably request.


 


(g)          The
specification of information to be furnished by the Certificate Administrator in this Section 5.4 (and any other terms
of this Agreement requiring or calling for delivery or reporting of information by the Certificate Administrator to Certificateholders
and Certificate Owners) shall not limit the Certificate Administrator in furnishing, and the Certificate Administrator is hereby
authorized to furnish, to any Privileged Person any other information (such other information, collectively, “Additional
Information”) with respect to the Mortgage Loans, the A/B Whole Loans, the Loan Pairs, the Mortgaged Properties or the
Trust as may be provided to it by the Depositor, the Master Servicer or the Special Servicer or gathered by it in any investigation
or other manner from time to time, provided that (A) while there exists any Servicer Termination Event, any such Additional
Information shall only be furnished with the consent or at the request of the Depositor (to the extent such information is requested
by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled to indicate the source of all information
furnished by it, and the Certificate Administrator may affix thereto any disclaimer it deems appropriate in its sole discretion
(together with any warnings as to the confidential nature and/or the uses of such information as it may, in its sole discretion,
determine appropriate), (C) the Certificate Administrator may notify any Privileged Person of the availability of any such
information in any manner as it, in its sole discretion, may determine, (D) the Certificate Administrator shall be entitled
(but not obligated) to require payment from 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


 






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Administrator
deems the same to be necessary or appropriate), and (F) the delivery of Additional Information shall in no event violate
the confidentiality provisions and restrictions on release of Privileged Information contained in this Agreement. Nothing herein
shall be construed to impose upon the Certificate Administrator any obligation or duty to furnish or distribute any Additional
Information to any Person in any instance, and the Certificate Administrator shall neither have any liability for furnishing nor
for refraining from furnishing Additional Information in any instance. The Certificate Administrator shall be entitled (but not
required) to request and receive direction from the Depositor as to the manner of delivery of any such Additional Information,
if and to the extent the Certificate Administrator deems necessary or advisable, and to require that any consent, direction or
request given to it pursuant to this Section be made in writing. The Certificate Administrator shall not be obligated to determine
whether any information submitted or delivered to it constitutes Privileged Information, and shall not have any liability for
posting to the Certificate Administrator’s Website any Privileged Information received from a third party in accordance
with this Agreement, unless such Privileged Information is clearly identified as such to the Certificate Administrator upon delivery
thereto. The Master Servicer, the Special Servicer and the Trust Advisor shall not deliver any Privileged Information to the Certificate
Administrator.


 


(h)          The
Depositor hereby authorizes the Certificate Administrator to make available to the Financial Market Publishers or such other vendor
chosen by the Depositor upon delivery by such vendor to the Certificate Administrator of a certification in the form of Exhibit M
hereto, all the Distribution Date Statements, CREFC® Reports and supplemental notices delivered or made available
pursuant to this Section 5.4 to Privileged Persons.


 


(i)          Subject
to Section 8.15, upon advance written request, if required by federal regulation, of any Certificateholder (or holder
of a Serviced Companion Loan or Serviced B Note) that is a savings association, bank, or insurance company, the Certificate Administrator
shall provide (to the extent in its possession) to each such Certificateholder (or such holder of a Serviced Companion Loan or
Serviced B Note) such reports and access to non-privileged information and documentation regarding the Mortgage Loans and the
Certificates as such Certificateholder (or such holder of a Serviced Companion Loan or Serviced B Note) may reasonably deem necessary
to comply with applicable regulations of the Office of Thrift Supervision or successor or other regulatory authorities with respect
to investment in the Certificates; provided that the Certificate Administrator shall be entitled to be reimbursed by such
Certificateholder (or such holder of a Serviced Companion Loan or Serviced B Note) for the Certificate Administrator’s actual
expenses incurred in providing such reports and access. The holder of a Serviced B Note shall be entitled to receive information
and documentation only with respect to its related A/B Whole Loan, 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


 






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the
Special Servicer within ten (10) days of the commencement or cessation of any Senior Consultation Period, Collective Consultation
Period or Subordinate Control Period.


 


(k)          Upon
request and delivery by CREFC® of a certification in the form of Exhibit M hereto, the Certificate Administrator
shall make available to CREFC®, with respect to any Distribution Date, the related Distribution Date Statement
and CREFC® Investor Reporting Package.


 


Section
5.5     Certificate Administrator Tax Reports. The Certificate Administrator shall perform all reporting
and other tax compliance duties that are the responsibility of each REMIC Pool and the Grantor Trust under the Code, REMIC Provisions,
or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Consistent with this
Agreement, the Certificate Administrator shall provide or cause to be provided (i) to the United States Treasury or other
Persons (including, but not limited to, the Transferor of a Class R Certificate to a Disqualified Organization or to an agent
that has acquired a Class R Certificate on behalf of a Disqualified Organization) such information as is necessary for the
application of any tax relating to the transfer of a Class R Certificate to any Disqualified Organization and (ii) to
the Certificateholders such information or reports as are required by the Code or REMIC Provisions; in the case of (i), subject
to reimbursement of expenses relating thereto in accordance with Section 7.12. The Master Servicer shall on a timely
basis provide the Certificate Administrator with such information concerning the Mortgage Loans as is necessary for the preparation
of the tax or information returns or receipts of each REMIC Pool and the Grantor Trust as the Certificate Administrator may reasonably
request from time to time. The Special Servicer is required to provide to the Master Servicer all information in its possession
with respect to the Specially Serviced Mortgage Loans in order for the Master Servicer to comply with its obligations under this
Section 5.5. The Certificate Administrator shall be entitled to conclusively rely on any such information provided
to it by the Master Servicer or the Special Servicer and shall have no obligation to verify any such information.


 


Section
5.6     Access to Certain Information.


 


(a)          The
Certificate Administrator and the Custodian shall afford to any Privileged Person access to any documentation (other than Privileged
Information identified as such to the Certificate Administrator upon delivery thereto) regarding the Mortgage Loans or the other
assets of the Trust that are in its possession or within its control. Such access shall be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.


 


(b)          The
Certificate Administrator (or, in the case of item (viii) below, the Custodian) shall maintain at its offices (and,
upon reasonable prior written request and during normal business hours, shall make available, or cause to be made available) for
review by any Privileged Person (subject to Section 5.7 in the case of a Rating Agency) originals and/or copies (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):


 






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(i)          the Final Prospectus and the Private Placement
Memorandum and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


 


(ii)         this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage
Loan Purchase Agreements and any amendments and exhibits hereto or thereto;


 


(iii)        all
Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders
pursuant to Section 5.4 of this Agreement since the Closing Date;


 


(iv)        all
annual statements of compliance and annual assessments as to compliance delivered to the Certificate Administrator since the Closing
Date pursuant to Sections 13.9 and 13.10, respectively;


 


(v)         all
annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the
Closing Date pursuant to Section 13.11;


 


(vi)        the
most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered
to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 8.17 or Section 9.3
of this Agreement;


 


(vii)       any
and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental
testing contemplated by Section 9.12(c) of this Agreement revealed that none of the conditions set forth in clauses (i),
(ii) and (iii) thereof was satisfied;


 


(viii)      the
Mortgage File, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the A/B Whole
Loans or Loan Pairs) entered into or consented to by the Master Servicer or Special Servicer and delivered to the Certificate Administrator
pursuant to Section 8.18 or Section 9.5 of this Agreement;


 


(ix)         the
annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer,
as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with the other information
specified in Section 8.14 of this Agreement;


 


(x)         any
and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Master Servicer’s,
the Special Servicer’s or the Trustee’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance;


 


(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);


 



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(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.


 


In connection with its
duties or exercise of its rights under this Agreement, LNR Partners, LLC and LNR Securities Holdings, LLC (i) shall not directly
or indirectly provide any confidential or Privileged Information related to any Excluded Mortgage Loan to the related Mortgagor,
or to any employee involved in the management or oversight of the related direct or indirect equity investment that gives rise
to the related Mortgage Loan’s status as an Excluded Mortgage Loan, and (ii) shall maintain sufficient internal controls
and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


Section
5.7     Exchange Act Rule 17g-5 Procedures.


 


(a)          Except
as otherwise expressly and specifically provided in this Agreement or as required by law, none of the Depositor, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trust Advisor, the Certificate Registrar, the Trustee or the Custodian
shall provide any information relevant to the Rating Agencies’ surveillance of the Certificates or the Mortgage Loans directly
to, or communicate with, either orally or in writing, any Rating Agency regarding the Certificates or the Mortgage Loans, including,
but not limited to, providing responses to inquiries from a Rating Agency regarding the Certificates or the Mortgage Loans relevant
to such Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates
communications with any such party regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance
of the Certificates, all responses to such inquiries or communications from such Rating Agency shall be made in writing by the
responding party and delivered to the 17g-5 Information Provider electronically as provided in Section 5.7(g), which
written response the 17g-5 Information Provider shall post to the 17g-5 Information Provider’s Website within two (2) Business
Days of receipt; provided that the foregoing shall not apply to Inquiries and responses thereto submitted and answered pursuant
to the “Rating Agency Q&A Forum and Document Request Tool”.


 



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(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 within two (2) Business Days
of receipt. 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.
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 such notice from the 17g-5 Information Provider
and (b) two (2) Business Days following delivery to the 17g-5 Information Provider.


 


(c)          Each
17g-5 Indemnifying Party hereby expressly agrees to indemnify and hold harmless the Depositor, the Sellers, the Underwriters, the
Initial Purchasers and their respective Affiliates, directors, officers, employees, members, managers and agents, and the Trust
(each, for purposes of this Section 5.7(c), a “17g-5 Indemnified Party”), from and against any and
all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable
legal fees and expenses), to which any such 17g-5 Indemnified Party may become subject, under the Securities Act, the Exchange
Act, by contract or otherwise, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines,
forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon (i) such 17g-5
Indemnifying Party’s breach of Section 5.7(a), Section 5.7(b), Section 5.7(f) or Section 1.7
(it being acknowledged that Section 5.7(f) and Section 1.7 do not apply to the Trust Advisor) or any other
provision of this Agreement relating to the delivery of any information or communication for posting on, or the posting of any
information or communication to, the 17g-5 Information Provider’s Website, or (ii) if the 17g-5 Indemnifying Party is
the 17g-5 Information Provider, any negligence, willful misconduct or bad faith on its part in connection with establishing, posting
information and communications to, granting access to, and otherwise performing its obligations and duties hereunder with respect
to, the 17g-5 Information Provider’s Website, or (iii) a determination by any Rating Agency that it cannot reasonably
rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent
caused by any such breach referred to in clause (i) above by, or any negligence, willful misconduct or bad faith referred
to in clause (ii) above on the part of, the applicable 17g-5 Indemnifying Party, and will reimburse such 17g-5 Indemnified
Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified Party in connection with investigating or defending
any such action or claim, as such expenses are incurred.


 



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(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
or the Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless (x) Mortgagor,
property and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information
Provider and has been uploaded on to the 17g-5 Information Provider’s Website; or (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)).


 


(f)          The
17g-5 Information Provider shall, at all times that any Certificates are outstanding and rated by a Rating Agency, maintain the
17g-5 Information Provider’s Website, and grant access thereto to the Rating Agencies and the other NRSROs, in accordance
with this Agreement.


 


(g)          The
17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website and make available solely to the Rating
Agencies and other NRSROs the following items, to the extent such items are delivered to it in an electronic document format suitable
for website posting (and the parties required to deliver the following information to the 17g-5 Information Provider agree to do
so) via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “MSBAM
2015-C23” 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


 



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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;


 


(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;


 



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(xiii)      any
notice or other information provided to any Rating Agency pursuant to Section 1.7;


 


(xiv)      any
Initial Certification, Final Certification and updated schedule of exceptions received by the 17g-5 Information Provider pursuant
to Section 2.2;


 


(xv)       notice
of any Material Breach or Material Document Defect, and notice of any repurchase or replacement of a Mortgage Loan in connection
therewith, received by the 17g-5 Information Provider pursuant to Section 2.3;


 


(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 within two (2) Business Days of receipt.
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 will 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). 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 provide a mechanism to notify each Rating Agency or other NRSRO each time the 17g-5 Information Provider posts an
additional document to the 17g-5 Information Provider’s Website.


 



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The 17g-5 Information
Provider shall make available, only to the Rating Agencies and other NRSROs, the Rating Agency Q&A Forum and Document Request
Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where Rating Agencies and other NRSROs may (i) submit questions to the Certificate Administrator
relating to the Distribution Date Statement, or submit questions to the Trust Advisor, the Master Servicer or the Special Servicer,
as applicable, relating to the reports being made available pursuant to this Section 5.7, the Mortgage Loans, the A/B
Whole Loans, Loan Pairs or the Mortgaged Properties (“Rating Agency Inquiries”), (ii) view Rating Agency
Inquiries that have been previously submitted and answered, together with the answers thereto and (iii) submit requests for
loan-level reports and information. Upon receipt of a Rating Agency Inquiry for the Certificate Administrator, the Trust Advisor,
the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall forward such Rating Agency Inquiry to the Certificate
Administrator, the Trust Advisor, the Master Servicer or the Special Servicer, as applicable, in each case within a commercially
reasonable period following receipt thereof. Following receipt of a Rating Agency Inquiry, the Certificate Administrator, the Trust
Advisor, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry
as provided below, shall reply to the Rating Agency Inquiry, which reply of the Certificate Administrator, the Trust Advisor, the
Master Servicer or the Special Servicer shall be by email to the 17g-5 Information Provider. The 17g-5 Information Provider shall
post (within a commercially reasonable period, and in any event within two (2) Business Days, following preparation or receipt
of such answer, as the case may be) such Rating Agency Inquiry and the related answer (or reports, as applicable) to the 17g-5
Information Provider’s Website. Any report posted by the 17g-5 Information Provider in response to a request may be posted
on a page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the Trust Advisor,
the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency
Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement (including the confidentiality provisions
and restrictions on the release of Privileged Information contained in this Agreement) or the applicable Mortgage Loan documents,
(ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege
or the disclosure of attorney work product or (iii)(A) answering any Rating Agency Inquiry would materially increase the duties
of, or result in significant additional cost or expense to, the Certificate Administrator, the Trust Advisor, the Master Servicer
or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Trust Advisor, the Master Servicer or the
Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate
Administrator and the Trust Advisor) that the performance of such duties or the payment of such costs and expenses is beyond the
scope of its duties in its capacity as Certificate Administrator the Trust Advisor, Master Servicer or Special Servicer, as applicable,
under this Agreement, then it shall not be required to answer such Rating Agency Inquiry and, in the case of the Certificate Administrator,
the Trust Advisor, the Master Servicer or the Special Servicer, shall promptly notify the 17g-5 Information Provider, and the 17g-5
Information Provider shall post (within two (2) Business Days of its receipt of such notice) such Rating Agency Inquiry on
the Rating Agency Q&A Forum and Document Request Tool together with the reason such Rating Agency Inquiry was not answered.
Answers posted on the Rating 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


 



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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-C23” and sufficient detail to
indicate that such information is required to be posted on the 17g-5 Information Provider’s Website.


 


(h)           The
costs and expenses of compliance with this Section by any party hereto shall not be Additional Trust Expenses.


 


(i)   
        The 17g-5 Information Provider shall not be obligated to determine whether any
information submitted or delivered to it constitutes Privileged Information, and shall not have any liability for posting to
the 17g-5 Information Provider’s Website any Privileged Information received from a third party in accordance with this
Agreement, unless such Privileged Information is clearly identified as such to the 17g-5 Information Provider upon delivery
thereto. The Master Servicer, the Special Servicer and the Trust Advisor shall not deliver any Privileged Information to the
17g-5 Information Provider.


 


(j)            With
respect to each Non-Serviced Mortgage Loan, each of the Master Servicer, the Special Servicer, the Certificate Administrator and
the Trustee shall provide to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, promptly
upon receipt from a Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, Non-Serviced Mortgage
Loan Certificate Administrator or Non-Serviced Mortgage Loan Trustee, all reports, statements, documents, notices and other information
it receives in respect of such Non-Serviced Mortgage Loan that would otherwise have been required to be submitted to the 17g-5
Information Provider under this Agreement for posting had such Non-Serviced Mortgage Loan been a Serviced Mortgage Loan. The 17g-5
Information Provider shall post on the 17g-5 Information Provider’s Website all such information it receives in accordance
with this Agreement.


 


(k)           It
is hereby acknowledged and agreed that none of the Depositor, any other party to this Agreement or any Seller has contracted with
the Controlling Class Representative or any Certificateholder or Certificate Owner to provide information to any Rating Agency
for the purpose of undertaking credit rating surveillance on the Certificates. For 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


 



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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.


 


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





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Principal Balance Certificates, or initial Notional Amounts, in the case of a Class of Class X Certificates, or
Percentage Interests, in the case of the Class V and Class R Certificates.


 


Section 6.2     Compliance
with Withholding Requirements. Notwithstanding any other provision of this Agreement to the contrary, the Certificate Administrator
on behalf of the Trustee shall comply with all federal withholding requirements with respect to payments to Certificateholders
of interest, original issue discount, or other amounts that the Certificate Administrator reasonably believes are applicable under
the Code. The consent of Certificateholders shall not be required for any such withholding and any amount so withheld shall be
regarded as distributed to the related Certificateholders for purposes of this Agreement. If the Certificate Administrator withholds
any amount from payments made to any Certificateholder pursuant to federal withholding requirements, the Certificate Administrator
shall indicate to such Certificateholder the amount withheld. The Trustee shall not be responsible for the Certificate Administrator’s
failure to comply with any withholding requirements.


 


Section 6.3          REMIC I.


 


(a)          On
each Distribution Date, the Certificate Administrator shall be deemed to distribute to itself on behalf of the Trustee, as holder
of the REMIC I Regular Interests, for the following purposes and in the following order of priority:


 


(i)          from
the portion of the Available Distribution Amount attributable to interest (other than Excess Interest) collected or advanced or
deemed collected or advanced on or with respect to, and any Excess Liquidation Proceeds attributable to, each Mortgage Loan (including
each REO Mortgage Loan), to pay any and all Distributable Interest with respect to the Corresponding REMIC I Regular
Interest for such Distribution Date;


 


(ii)         from
the portion of the Available Distribution Amount attributable to principal collected or advanced or deemed collected or advanced
on or with respect to each Mortgage Loan (including each REO Mortgage Loan), to pay such principal with respect to the Corresponding
REMIC I Regular Interest, until the REMIC I Principal Amount thereof is reduced to zero; and


 


(iii)        from
any remaining amount of the Available Distribution Amount (other than Excess Interest) and any remaining Excess Liquidation Proceeds
with respect to each Mortgage Loan (including each REO Mortgage Loan), to reimburse, first,
any unreimbursed Collateral Support Deficits previously allocated to the Corresponding REMIC I Regular Interest, together
with unpaid interest thereon at the related REMIC I Net Mortgage Rate (in each case from the date of allocation), and then,
any unreimbursed Collateral Support Deficits allocated to any other REMIC I Regular Interest, together with unpaid interest
thereon at the related REMIC I Net Mortgage Rate (in each case from the date of allocation).


 


(b)           At
such time as all Distributable Interest with respect to the REMIC I Regular Interests has been paid, the REMIC I Principal
Amounts of all of the REMIC I Regular Interests have been reduced to zero, and all Collateral
Support Deficits (including interest thereon) previously allocated thereto to the REMIC I Regular Interests have been
reimbursed, the


 



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Certificate Administrator shall pay to the Holders of the Class R Certificates with respect to the REMIC I
Residual Interest any amounts of the Available Distribution Amount (other than Excess Interest) remaining with respect to each
Mortgage Loan or, to the extent of the Trust’s interest therein, the related REO Property, as applicable.


 


(c)           Any
Prepayment Premium distributed with respect to any Class of REMIC III Regular Certificates or EC REMIC III Regular Interest
(and correspondingly, to the applicable Exchangeable Certificates) on any Distribution Date pursuant to Section 6.10,
shall be deemed to have first been distributed from REMIC I to REMIC II in respect of the Corresponding REMIC I
Regular Interest for the Mortgage Loan (including an REO Mortgage Loan) as to which such Prepayment Premium was received.


 


Section 6.4          REMIC II.


 


(a)           On
each Distribution Date, following any allocations of Trust Advisor Expenses on such Distribution Date pursuant to Section 6.11,
the Certificate Administrator shall be deemed to distribute to itself on behalf of the Trustee, as holder of the REMIC II
Regular Interests, amounts distributable to any Class of Principal Balance Certificates (other than the Exchangeable Certificates)
and the EC REMIC III Regular Interests, pursuant to Section 6.5, Section 6.10 or Section 11.1,
with respect to such Class’s or EC REMIC III Regular Interest’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)           All
distributions made in respect of the Exchangeable Certificates on any Distribution Date pursuant to Section 6.5, Section 6.10
or Section 11.1, and allocable to any particular EC REMIC III Regular Interest, shall be deemed to have first been
distributed from REMIC II to REMIC III in respect of such EC REMIC III Regular Interest’s Corresponding REMIC II
Regular Interest.


 


(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, Exchangeable Certificates or EC REMIC III Regular
Interest 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.


 



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Section 6.5          REMIC III.


 


(a)           On
each Distribution Date, following any allocations of Trust Advisor Expenses on such Distribution Date pursuant to Section 6.11,
the Certificate Administrator shall withdraw from the Distribution Account an amount equal to the Available Distribution Amount
and shall distribute such amount (other than the amount attributable to any Excess Liquidation Proceeds, which shall be distributed
in accordance with Section 6.5(b), and any Excess Interest, which shall be distributed in accordance with Section 6.5(d)),
in the following amounts and order of priority:


 


(i)            to
make payments to the Holders of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class X-FG and
Class X-H Certificates, in an amount up to all Distributable Certificate Interest with respect to such Classes of Certificates
for such Distribution Date, pro rata in proportion to the Distributable Certificate Interest payable to each such Class;


 


(ii)            to
make payments to the Holders of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, in reduction of the
respective Aggregate Certificate Balances thereof, in an amount up to the remaining Principal Distribution Amount for such Distribution
Date: first, to the Holders of the Class A-SB Certificates, the Principal Distribution Amount for such Distribution Date,
until the Aggregate Certificate Balance thereof has been reduced to the Planned Principal Balance for such Distribution Date, second,
to the Holders of the Class A-1 Certificates, the Principal Distribution Amount for such Distribution Date (reduced by any
prior distributions thereof hereunder), until the Aggregate Certificate Balance thereof is reduced to zero, third, upon
payment in full of the Aggregate Certificate Balance of the Class A-1 Certificates, to the Holders of the Class A-2 Certificates,
the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate
Certificate Balance of the Class A-2 Certificates has been reduced to zero, fourth, upon payment in full of the Aggregate
Certificate Balance of the Class A-2 Certificates, to the Holders of the Class A-3 Certificates, the Principal Distribution
Amount for such Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance
of the Class A-3 Certificates has been reduced to zero, fifth, upon payment in full of the Aggregate Certificate Balance
of the Class A-3 Certificates, to the Holders of the Class A-4 Certificates, the Principal Distribution Amount for such
Distribution Date (reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-4
Certificates has been reduced to zero, and sixth, upon payment in full of the Aggregate Certificate Balance of the Class A-4
Certificates, to the Holders of the Class A-SB Certificates, the Principal Distribution Amount for such Distribution Date
(reduced by any prior distributions thereof hereunder) until the Aggregate Certificate Balance of the Class A-SB Certificates
has been reduced to zero;


 


(iii)          to
make payments to the Holders of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates, first, up to
an amount equal to, and pro rata in proportion to, their respective entitlements to reimbursement described in this
clause first, to reimburse any unreimbursed Collateral Support Deficits previously allocated thereto and not previously
fully reimbursed, and second, up to an amount equal to, and pro rata 


 



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in proportion to, their respective entitlements
to payment described in this clause second, 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 concurrently, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the
Class A-S Percentage Interest of the Distributable Certificate Interest with respect to the Class A-S REMIC III Regular Interest
for such Distribution Date, and to the Holders of the Class PST Certificates, in respect of interest, up to an amount equal to
the Class A-S-PST Percentage Interest of the Distributable Certificate Interest with respect to the Class A-S REMIC III Regular
Interest for such Distribution Date, pro rata, in proportion to their respective percentage interests in the Class A-S REMIC
III Regular Interest;


 


(v)           upon
payment in full of the Aggregate Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3 and Class A-4 Certificates,
to make payments concurrently, to the Holders of the Class A-S Certificates, in reduction of the Aggregate Certificate Balance
thereof, in an amount up to the Class A-S Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced
by any prior distributions thereof hereunder), and to the Holders of the Class PST Certificates, in reduction of the Aggregate
Certificate Balance thereof, in an amount up to the Class A-S-PST Percentage Interest of the Principal Distribution Amount for
such Distribution Date (reduced by any prior distributions thereof hereunder), pro rata, in proportion to their respective
percentage interests in the Class A-S REMIC III Regular Interest, until the Aggregate Certificate Balance of the Class A-S Certificates
and the Class PST Component A-S Principal Amount have been reduced to zero;


 


(vi)          to
make payments concurrently, (A) to the Holders of the Class A-S Certificates, in an amount up to the Class A-S Percentage Interest
of, first, any unreimbursed Collateral Support Deficit previously allocated to the Class A-S REMIC III Regular Interest
(and correspondingly to the Class A-S Certificates), and second, unpaid interest on that amount at the Pass-Through Rate
for the Class A-S Certificates from the date the related Collateral Support Deficit was allocated to the Class A-S REMIC III Regular
Interest, and (B) to the Holders of the Class PST Certificates, in an amount up to the Class A-S-PST Percentage Interest of, first,
any unreimbursed Collateral Support Deficit previously allocated to the Class A-S REMIC III Regular Interest (and correspondingly
to the Class PST Certificates), and second, unpaid interest on that amount at the Pass-Through Rate for the Class A-S Certificates
from the date the related Collateral Support Deficit was allocated to the Class A-S REMIC III Regular Interest, pro rata,
in proportion to their respective percentage interests in the Class A-S REMIC III Regular Interest


 


(vii)         to
make payments concurrently, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Class
B Percentage Interest of the Distributable Certificate Interest with respect to the Class B REMIC III Regular Interest for such
Distribution Date, and to the Holders of the Class PST Certificates, in respect of interest, up to an amount equal to the Class
B-PST Percentage Interest of the


 



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Distributable Certificate Interest with respect to the Class B REMIC III Regular Interest for
such Distribution Date, pro rata, in proportion to their respective percentage interests in the Class B REMIC III Regular
Interest;


 


(viii)        upon
payment in full of the Aggregate Certificate Balance of the Class A-S Certificates and the Class PST Component A-S Principal Amount,
to make payments concurrently, to the Holders of the Class B Certificates, in reduction of the Aggregate Certificate Balance thereof,
in an amount up to the Class B Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by
any prior distributions thereof hereunder), and to the Holders of the Class PST Certificates, in reduction of the Aggregate Certificate
Balance thereof, in an amount up to the Class B-PST Percentage Interest of the Principal Distribution Amount for such Distribution
Date (reduced by any prior distributions thereof hereunder), pro rata, in proportion to their respective percentage interests
in the Class B REMIC III Regular Interest, until the Aggregate Certificate Balance of the Class B Certificates and the Class PST
Component B Principal Amount have been reduced to zero;


 


(ix)          to
make payments concurrently, (A) to the Holders of the Class B Certificates, in an amount up to the Class B Percentage Interest
of, first, any unreimbursed Collateral Support Deficit previously allocated to the Class B REMIC III Regular Interest
(and correspondingly to the Class B Certificates), and second, unpaid interest on that amount at the Pass-Through Rate for
the Class B Certificates from the date the related Collateral Support Deficit was allocated to the Class B REMIC III Regular Interest,
and (B) to the Holders of the Class PST Certificates, in an amount up to the Class B-PST Percentage Interest of, first,
any unreimbursed Collateral Support Deficit previously allocated to the Class B REMIC III Regular Interest (and correspondingly
to the Class PST Certificates), and second, unpaid interest on that amount at the Pass-Through Rate for the Class B Certificates
from the date the related Collateral Support Deficit was allocated to the Class B REMIC III Regular Interest, pro rata,
in proportion to their respective percentage interests in the Class B REMIC III Regular Interest;


 


(x)           to
make payments concurrently, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Class
C Percentage Interest of the Distributable Certificate Interest with respect to the Class C REMIC III Regular Interest for such
Distribution Date, and to the Holders of the Class PST Certificates, in respect of interest, up to an amount equal to the Class
C-PST Percentage Interest of the Distributable Certificate Interest with respect to the Class C REMIC III Regular Interest for
such Distribution Date, pro rata, in proportion to their respective percentage interests in the Class C REMIC III Regular
Interest;


 


(xi)          upon
payment in full of the Aggregate Certificate Balance of the Class B Certificates and the Class PST Component B Principal Amount,
to make payments concurrently, to the Holders of the Class C Certificates, in reduction of the Aggregate Certificate Balance thereof,
in an amount up to the Class C Percentage Interest of the Principal Distribution Amount for such Distribution Date (reduced by
any prior distributions thereof hereunder), and to the Holders of the Class PST Certificates, in


 



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reduction of the Aggregate Certificate
Balance thereof, in an amount up to the Class C-PST Percentage Interest of the Principal Distribution Amount for such Distribution
Date (reduced by any prior distributions thereof hereunder), pro rata, in proportion to their respective percentage interests
in the Class C REMIC III Regular Interest, until the Aggregate Certificate Balance of the Class C Certificates and the Class PST
Component C Principal Amount have been reduced to zero;


 


(xii)          to
make payments concurrently, (A) to the Holders of the Class C Certificates, in an amount up to the Class C Percentage Interest
of, first, any unreimbursed Collateral Support Deficit previously allocated to the Class C REMIC III Regular Interest (and
correspondingly to the Class C Certificates), and second, unpaid interest on that amount at the Pass-Through Rate for the
Class C Certificates from the date the related Collateral Support Deficit was allocated to the Class C REMIC III Regular Interest,
and (B) to the Holders of the Class PST Certificates, in an amount up to the Class C-PST Percentage Interest of, first,
any unreimbursed Collateral Support Deficit previously allocated to the Class C REMIC III Regular Interest (and correspondingly
to the Class PST Certificates), and second, unpaid interest on that amount at the Pass-Through Rate for the Class C Certificates
from the date the related Collateral Support Deficit was allocated to the Class C REMIC III Regular Interest, pro rata,
in proportion to their respective percentage interests in the Class C REMIC III Regular Interest;


 


(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 and the Class PST Certificates, to make payments
to the Holders of the Class D Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to
the Principal Distribution Amount for such Distribution Date (reduced by any prior distributions thereof hereunder), until the
Aggregate Certificate Balance of the Class D Certificates has been reduced to zero;


 


(xv)          to
make payments to the Holders of the Class D Certificates, first, to reimburse any unreimbursed Collateral
Support Deficits previously allocated thereto and not previously fully reimbursed, and second, 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


 



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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, 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, any
unpaid interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xxii)        to
make payments to the Holders of the Class G Certificates, in an amount up to all Distributable Certificate Interest with respect
to such Class of Certificates for such Distribution Date;


 


(xxiii)       upon
payment in full of the Aggregate Certificate Balance of the Class F Certificates, to make payments to the Holders of the Class G
Certificates, in reduction of the Aggregate Certificate Balance thereof, in an amount up to the Principal Distribution Amount for
such Distribution Date (reduced by any prior distributions thereof hereunder), until the Aggregate Certificate Balance of the Class G
Certificates has been reduced to zero;


 


(xxiv)       to
make payments to the Holders of the Class G Certificates, first, to reimburse any unreimbursed Collateral
Support Deficits previously allocated thereto and not previously fully reimbursed, and second, 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


 



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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, any
unpaid interest at the applicable Pass-Through Rate on such Collateral Support Deficits, in each case from the date allocated;


 


(xxviii)     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 (taking into account the payment priority of the Class PST Certificates and
treating each Class PST Component as if it were a separate Class), 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


 


(xxix)       to
make payments to the Holders of the Class R Certificates, up to the amount of any remaining portion of Available Distribution
Amount on deposit in the Distribution Account.


 


Notwithstanding the foregoing,
on each Distribution Date occurring on or after the earliest date, if any, upon which the Aggregate Certificate Balance of all
Classes of Subordinate Certificates has been reduced to zero, or the aggregate Appraisal Reduction allocable to the Mortgage Loans
is greater than or equal to the Aggregate Certificate Balance of all Classes of Subordinate Certificates, distributions of principal
pursuant to clause (ii) of this Section 6.5(a) will be made to the Holders of the Class A-1, Class
A-2, Class A-SB, Class A-3 and Class A-4 Certificates, pro rata, based on the respective Aggregate Certificate Balances
of such Classes of Certificates, in reduction of the respective Aggregate Certificate Balances of such Classes of Certificates,
in an amount up to the Principal Distribution Amount for such Distribution Date, until the Aggregate Certificate Balance of each
such Class is reduced to zero.


 


All distributions of
interest, if any, made with respect to any Class of Class X Certificates on any Distribution Date, pursuant to this Section 6.5(a),
shall be made, and shall be deemed to have been made, in respect of the various Class X REMIC III Regular Interests that
relate to the subject Class of Class X Certificates, pro rata in accordance with the respective amounts of Distributable
Interest in respect of such Class X REMIC III Regular Interests for such Distribution Date.


 


All amounts distributed
to the Holders of the Exchangeable Certificates pursuant to the provisions set forth above will be deemed to have been distributed
simultaneously by the Certificate Administrator to itself on behalf of the Trustee as the holder of, and on, the EC REMIC III Regular
Interest with the same letter designation as the Class of Certificates (or, in the case of the Class PST Certificates, the same
letter designation as the Class PST Component) on which such distribution was made.


 



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(b)          On
each Distribution Date, the Certificate Administrator shall withdraw amounts in the Excess Liquidation Proceeds Reserve Account
and make payments in the following priority:


 


(i)             first,
to reimburse the holders of the respective Classes of the REMIC III Regular Certificates and the EC REMIC III Regular Interests
(and correspondingly, the applicable Exchangeable 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 or EC REMIC
III Regular Interests (and correspondingly, attributable to the applicable Exchangeable Certificates);


 


(ii)           second,
to reimburse the holders of the Principal Balance Certificates (other than the Exchangeable Certificates) and the EC REMIC III
Regular Interests (and correspondingly, the applicable Exchangeable Certificates) (in the same order of priority that the Available
Distribution Amount would be applied for this purpose) for, and to the extent of, any unreimbursed Collateral
Support Deficits previously allocated to them, together with interest on such Collateral
Support Deficits at the applicable Pass-Through Rate, in each case from the date of allocation; and


 


(iii)          third,
upon the reduction of the Aggregate Certificate Balance of the Principal Balance Certificates to zero, to pay any amounts remaining
on deposit in such account, to the Holders of the Class R Certificates.


 


(c)           On
each Distribution Date, following application of amounts on deposit in the Excess Liquidation Proceeds Reserve Account as provided
in Section 6.5(b), the Certificate Administrator shall withdraw any amounts on deposit in the TA Unused Fees Account
and shall apply such amounts as follows: first, to pay any current outstanding indemnification payments and other unreimbursed
expenses payable to the Trust Advisor pursuant to this Agreement; second, to reimburse the holders of Class A Senior Certificates,
EC REMIC III Regular Interests (and correspondingly, the applicable Exchangeable Certificates) and the 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 EC REMIC III Regular Interests or the Aggregate Certificate Balance of such Classes and EC REMIC III Regular Interests
(and correspondingly, the Aggregate Certificate Balance of the applicable Exchangeable Certificates), as applicable, on any Distribution
Date, which amounts will be allocated first as recoveries of principal of such Classes or EC REMIC III Regular Interests (and correspondingly,
the applicable Exchangeable Certificates), as applicable, in the reverse order (subject to the payment allocation priority of the
Class PST Certificates set forth in Section 6.11) in which the applicable Excess Trust Advisor Expenses were allocated to
reduce the respective Aggregate Certificate Balances of such Classes and EC REMIC III Regular Interests (and correspondingly, the
Aggregate Certificate Balance of the applicable Exchangeable Certificates) and then as recoveries of interest shortfalls on such
Classes (other than the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-S Certificates and the Class PST Component
A-S), Class B REMIC III Regular Interest (and correspondingly, the applicable Exchangeable Certificates) and Class C REMIC III
Regular Interest (and correspondingly, the applicable Exchangeable Certificates) in the reverse order (subject to the payment allocation
priority of the Class PST Certificates set forth in Section 6.11) in which the applicable Trust Advisor Expenses were allocated
to reduce Distributable


 



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Certificate Interest on such Classes or EC REMIC III Regular Interests; 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, the EC REMIC III Regular Interests (and correspondingly, the applicable Exchangeable
Certificates) and the Class D, Class E, Class F, Class G and Class H 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 or EC REMIC III Regular Interests, 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, the EC REMIC III Regular Interests (and correspondingly, the applicable Exchangeable Certificates)
and the Class D, Class E, Class F, Class G, Class H 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
or EC REMIC III Regular Interests; 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.


 


(d)           On
each Distribution Date, the Certificate Administrator shall withdraw from the Excess Interest Sub-account any Excess Interest on
deposit therein, and the Certificate Administrator shall pay such Excess Interest on such Distribution Date to the Holders of the
Class V Certificates.


 


Section 6.6          Allocation
of Collateral Support Deficits.


 


(a)           REMIC
I. On each Distribution Date, following the deemed distributions with respect to the REMIC I Regular Interests on such
Distribution Date pursuant to Section 6.3, the Collateral Support Deficits,
if any, with respect to each REMIC I Regular Interest on such Distribution Date will be allocated to such REMIC I Regular
Interest in reduction of the REMIC I Principal Amount of such REMIC I Regular Interest.


 


(b)           REMIC II.
On each Distribution Date, following the deemed distributions with respect to the REMIC II Regular Interests on such Distribution
Date pursuant to Section 6.4, any Collateral Support Deficits with respect to
the REMIC II Regular Interests on such Distribution Date will be allocated to the respective REMIC II Regular Interests
as follows:


 


(i)            first,
to REMIC II Regular Interest 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


 



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(ii)           then,
to REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-SB, REMIC II Regular
Interest A-3 and REMIC II Regular Interest A-4, on a pro rata basis in accordance with, and in reduction of, the
respective REMIC II Principal Amounts of such REMIC II Regular Interests until such REMIC II Principal Amounts are
reduced to zero.


 


(c)           REMIC III.
On each Distribution Date, following the distributions with respect to the Principal Balance Certificates on such Distribution
Date pursuant to Section 6.5, any Collateral Support Deficits with respect to
the Principal Balance Certificates on such Distribution Date will be allocated to the respective Classes of Principal Balance Certificates
(other than the Exchangeable Certificates) and the respective EC REMIC III Regular Interests (and correspondingly, the applicable
Exchangeable Certificates) as follows:


 


(i)            first,
to the Class H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates and the Class D
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;


 


(ii)           second,
to the Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro
rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC
III Regular Interest);


 


(iii)          third,
to the Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro
rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC
III Regular Interest);


 


(iv)          fourth,
to the Class A-S REMIC III Regular Interest (and correspondingly, the Class A-S Certificates and the Class PST Certificates, pro
rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S
REMIC III Regular Interest); and


 


(v)           fifth,
to the Class A-1 Certificates, the Class A-2 Certificates, Class A-SB Certificates, Class A-3 Certificates and Class A-4 Certificates,
on a pro rata basis in accordance with, and in reduction of, the respective Aggregate Certificate Balances of such
Classes of Principal Balance Certificates until such Aggregate Certificate Balances are reduced to zero.


 


Section 6.7     Prepayment
Interest Shortfalls and Net Aggregate Prepayment Interest Shortfalls. On each Distribution Date, the portion of any Net Aggregate
Prepayment Interest Shortfall for such Distribution Date allocable to any Principal Prepayment of any Mortgage Loan during the
related Collection Period shall be allocated to the Corresponding REMIC I Regular Interest to reduce the Distributable Interest
for such REMIC I Regular Interest in accordance with the definition of “Distributable Interest”. On each Distribution
Date, the amount of any Net Aggregate Prepayment Interest Shortfall for such Distribution Date shall be allocated among the respective
REMIC II Regular Interests, pro rata in proportion to the


 



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Accrued Interest for each REMIC II Regular Interest
for such Distribution Date and shall reduce Distributable Interest for each REMIC II Regular Interest in accordance with
the definition of “Distributable Interest”. On each Distribution Date, the amount of any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date shall be allocated among the respective Classes of the REMIC III Regular Certificates
and the EC REMIC III Regular Interests (and, correspondingly, the applicable Exchangeable Certificates), pro rata
in proportion to the amount of Accrued Certificate Interest payable to each such Class of REMIC III Regular Certificates or EC
REMIC III Regular Interest for such Distribution Date and shall reduce the Distributable Certificate Interest for each such Class
of REMIC III Regular Certificates or EC REMIC III Regular Interest for such Distribution Date in accordance with the definition
of “Distributable Certificate Interest”. On each Distribution Date, the amount of any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date allocated to the Class A-S REMIC III Regular Interest shall be allocated between the Class
A-S Certificates and the Class PST Component A-S, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST
Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest. On each Distribution Date, the amount of any Net
Aggregate Prepayment Interest Shortfall for such Distribution Date allocated to the Class B REMIC III Regular Interest shall be
allocated between the Class B Certificates and the Class PST Component B, pro rata, based on the Class B Percentage Interest
and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest. On each Distribution Date, the
amount of any Net Aggregate Prepayment Interest Shortfall for such Distribution Date allocated to the Class C REMIC III Regular
Interest shall be allocated between the Class C Certificates and the Class PST Component C, pro rata, based on the Class
C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest. On each
Distribution Date, the portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution Date allocable to a Class
of Class X Certificates shall, in turn, be allocated to the respective Class X REMIC III Regular Interests related
to such Class, pro rata in proportion to the Accrued Interest with respect to each Class X REMIC III Regular
Interest for such Distribution Date and shall reduce the Distributable Interest for each Class X REMIC III Regular Interest
for such Distributable Date in accordance with the definition of “Distributable Interest”. No Prepayment Interest
Shortfall with respect to a Serviced Companion Loan or a Serviced B Note shall be allocated to any Class of Certificates.


 


Section 6.8     Adjustment
of Master Servicing Fees. The Master Servicing Fee payable to the Master Servicer shall be adjusted as provided in Section 5.2(a)(I)(iv)
herein. Any amount retained by REMIC I as a result of a reduction of the Master Servicing Fee shall be treated as interest
collected with respect to the prepaid Mortgage Loans with respect to which the Master Servicing Fee adjustment occurs. The Master
Servicer shall deposit in the Distribution Account prior to each Distribution Date any Compensating Interest for such Distribution
Date not covered by the foregoing adjustment to Master Servicing Fees.


 


Section 6.9     Appraisal
Reductions. If an Appraisal Event occurs, the Special Servicer shall obtain (and shall use reasonable efforts to obtain within
sixty (60) days of such Appraisal Event) (A) an Appraisal of the Mortgaged Property securing the related Mortgage Loan
(other than any Non-Serviced Mortgage Loan), Loan Pair or A/B Whole Loan, if the Stated Principal Balance of such Mortgage Loan,
Loan Pair or A/B Whole Loan exceeds $2,000,000 or (B) at the option of the Special Servicer, if such Stated Principal Balance
is less than or equal to $2,000,000, either an internal valuation prepared by the Special Servicer in accordance with MAI


 



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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 provide such information to the Special Servicer in the manner and timing
set forth in this sentence. The Master Servicer shall not calculate Appraisal Reductions.


 


On each and every day
following the Closing Date, the then Aggregate Certificate Balance of each Class of the Principal Balance Certificates and each
EC REMIC III Regular Interest shall be notionally reduced (for purposes of determining the identity of the Controlling


 



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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 or EC REMIC III Regular Interest. 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 and the EC REMIC III Regular Interests
in the following order of priority: first, to the Class H Certificates; second, to the Class G Certificates;
third, to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the Class D
Certificates; sixth, to the Class C REMIC III Regular Interest (and correspondingly, to the Class C Certificates and
the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest,
respectively, in the Class C REMIC III Regular Interest); seventh, to the Class B REMIC III Regular Interest (and correspondingly,
to the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class
B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest); eighth, to the Class A-S REMIC III
Regular Interest (and correspondingly, to the Class A-S Certificates and the Class PST Certificates, pro rata, based on
the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest);
and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class
A-SB Certificates, (iv) Class A-3 Certificates and (v) Class A-4 Certificates based on their respective Aggregate Certificate Balances
(provided in each case that no Aggregate Certificate Balance in respect of any such Class may be notionally reduced below
zero). With respect to any Appraisal Reduction calculated for the purposes of determining the identity of the Controlling Class,
the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis. If all or any portion
of an Appraisal Reduction ceases to exist as of any date of determination, then such Appraisal Reduction or applicable portion
thereof shall no longer thereafter be applied in accordance with the foregoing two (2) sentences to notionally reduce the
Aggregate Certificate Balance of any Class of Principal Balance Certificates or EC REMIC III Regular Interest, and (consistent
with the foregoing) the Aggregate Certificate Balances of the applicable Classes of Principal Balance Certificates, the Class A-S
REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class A-S Certificates and the Class
PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively,
in the Class A-S REMIC III Regular Interest), the Class B REMIC III Regular Interest (and correspondingly, the Aggregate Certificate
Balance of the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and
the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest) and the Class C REMIC III Regular
Interest (and correspondingly, the Aggregate Certificate Balance of the Class C Certificates and the Class PST Certificates, pro
rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC
III Regular


 



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Interest) 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.


 


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


 



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Mortgage Loan), at their sole expense, to present
to the Special Servicer an additional Appraisal prepared by an Independent MAI appraiser on an “as-is” basis and acceptable
to the Special Servicer in accordance with the Servicing Standard. Subject to the Special Servicer’s confirmation, determined
in accordance with the Servicing Standard, that there has been a change with respect to the related Mortgaged Property and such
change was material, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment
of such additional Appraisal, any recalculation of the applicable Appraisal Reduction is warranted and, if so warranted, shall
recalculate such Appraisal Reduction based upon such additional Appraisal. Any Appraised-Out Class(es) (together with any other
Classes of Control Eligible Certificates affected by such Appraisal Reduction) shall have the related Aggregate Certificate Balance(s)
notionally restored to the extent required by such recalculation of the Appraisal Reduction, and there shall be a redetermination
of whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect, as
applicable. With respect to each Class of Control Eligible Certificates, the right to present the Special Servicer with additional
Appraisals as provided in this paragraph is limited to no more frequently than once in any 12-month period.


 


Appraisals that are permitted
to be presented by any Appraised-Out Class will be in addition to any Appraisals that the Special Servicer may otherwise be required
to obtain in accordance with the Servicing Standard upon the occurrence of such material change or that the Special Servicer is
otherwise required or permitted to order under this Agreement without regard to any appraisal requests made by any Requesting Holder.


 


Any Appraised-Out Class
shall not be entitled to exercise any rights of the Controlling Class until such time, if any, as such Class is reinstated as the
Controlling Class; and the rights of the Controlling Class will be exercised by the Holders of the next most senior Class of Control
Eligible Certificates that is not an Appraised-Out Class, if any.


 


Copies of all Appraisals
and other Third Party Reports obtained pursuant to this Agreement by the Special Servicer or the Master Servicer with respect to
any Mortgaged Property shall be delivered (in electronic format or hard copy) to the other such servicer and to the Trustee, the
Certificate Administrator (in electronic format), the 17g-5 Information Provider (in electronic format) and the Trust Advisor.


 


Section 6.10     Prepayment
Premiums. Any Prepayment Premium collected with respect to a Mortgage Loan (but not a Serviced B Note or Serviced Companion
Loan, which Prepayment Premium is payable to the holder of the related Serviced B Note or the related Serviced Companion Loan,
as applicable) during any particular Collection Period shall be distributed by the Certificate Administrator on the following
Distribution Date as follows:


 


(i)          The
respective Classes of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class D Certificates and the EC REMIC
III Regular Interests (and correspondingly, the applicable Exchangeable 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 and EC REMIC III Regular Interests, an amount equal to, in the case of each such Class
or EC REMIC III Regular Interest, the product of (A) a fraction, the numerator of which is the amount


 



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distributed as principal
to that Class or EC REMIC III Regular Interest on that Distribution Date, and the denominator of which is the total amount distributed
as principal to the Holders of all Classes of Principal Balance Certificates (other than the Exchangeable Certificates) and EC
REMIC III Regular Interests on that Distribution Date, multiplied by (B) the Base Interest Fraction for the related Principal
Prepayment and that Class or EC REMIC III Regular Interest, multiplied by (C) the amount of the Prepayment Premium collected
in respect of such Principal Prepayment during the related Collection Period.


 


(ii)         Any
portion of any such Prepayment Premium that is not so distributed to any of the Class A-1, Class A-2, Class A-SB, Class A-3, Class
A-4 or Class D Certificates or EC REMIC III Regular Interests (and correspondingly, the applicable Exchangeable Certificates) in
accordance with the immediately preceding clause (i) distributed (the applicable “Class X YM Distribution
Amount”) will be distributed to the Holders of the respective Classes of the Class X 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
(other than the Exchangeable Certificates) and EC REMIC III Regular Interests 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 REMIC III Regular Interest (and correspondingly, the Class A-S Certificates and the Class PST Component A-S) 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 (other than the Exchangeable Certificates) and EC REMIC III Regular Interests on the applicable Distribution
Date, multiplied by (B) the applicable Class X YM Distribution Amount; third, to the Holders of the Class X-FG 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 and Class G Certificates on the applicable Distribution Date, and the denominator of which is the total amount distributed
as principal with respect to all Classes of Principal Balance Certificates (other than the Exchangeable Certificates) and EC REMIC
III Regular Interests on the applicable Distribution Date, multiplied by (B) the applicable Class X YM Distribution Amount; and
then, to the Holders of the Class X-H Certificates in an amount equal to any portion of the applicable Class X YM Distribution
Amount remaining after the foregoing distributions to the Holders of the Class X-A, Class X-B and Class X-FG Certificates.


 


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.


 


On each Distribution
Date, all Prepayment Premiums, if any, distributed on the Class A-S REMIC III Regular Interest on such Distribution Date pursuant
to this Section 6.10 shall be further distributed by the Certificate Administrator on behalf of the Trustee to the


 



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Holders
of the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the
Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest. On each Distribution Date, all Prepayment
Premiums, if any, distributed on the Class B REMIC III Regular Interest on such Distribution Date pursuant to this Section 6.10
shall be further distributed by the Certificate Administrator on behalf of the Trustee to the Holders of the Class B Certificates
and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest,
respectively, in the Class B REMIC III Regular Interest. On each Distribution Date, all Prepayment Premiums, if any, distributed
on the Class C REMIC III Regular Interest on such Distribution Date pursuant to this Section 6.10 shall be further distributed
by the Certificate Administrator on behalf of the Trustee to the Holders of the Class C Certificates and the Class PST Certificates,
pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C
REMIC III Regular Interest.


 


Section 6.11          Allocation
of Trust Advisor Expenses.


 


(a)           On
each Distribution Date, immediately prior to the distributions to be made to the Certificateholders for such Distribution Date
pursuant to Section 6.5(a), the Certificate Administrator shall allocate Trust Advisor Expenses to reduce the Distributable
Certificate Interest for such Distribution Date for the Class D Certificates, the Class C REMIC III Regular Interest (and correspondingly,
the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class
C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) and the Class B REMIC III Regular Interest
(and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage
Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest), in that order, in each
case, until the Distributable Certificate Interest of such Class for such Distribution Date has been reduced to zero. Trust Advisor
Expenses shall not be allocated to reduce interest distributable to the Class A Senior Certificates, the Class A-S REMIC III
Regular Interest (or, correspondingly, the Class A-S Certificates or the Class PST Component A-S), the Class X Certificates,
the Class V Certificates (with respect to Excess Interest), the Control Eligible Certificates or any Serviced B Note or Serviced
Companion Loan.


 


To the extent that the
amount of Trust Advisor Expenses 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 REMIC III Regular Interest, the Class C REMIC III Regular
Interest and the 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 (i) the Principal Balance Certificates (other
than Exchangeable Certificates) that are not Control Eligible Certificates and (ii) the EC REMIC III Regular Interests. In addition,
such Excess Trust Advisor Expenses shall be allocated to reduce the Aggregate Certificate Balances of the respective Classes of
Principal Balance Certificates (other than the Exchangeable Certificates) that are not Control Eligible Certificates, the Certificate
Balance of the Class A-S REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance of the Class A-S and
Class PST Certificates, pro rata as set forth below), the Certificate Balance of the Class B REMIC III Regular Interest
(and correspondingly, the Aggregate Certificate Balance of the Class B and Class PST Certificates, pro rata as set forth


 



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below) and the Certificate Balance of the Class C REMIC III Regular Interest (and correspondingly, the Aggregate Certificate Balance
of the Class C and Class PST Certificates, pro rata as set forth below) 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 REMIC III Regular Interest
(and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage
Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) until the Certificate
Balance of the Class C REMIC III Regular Interest has been reduced to zero, third, to the Class B REMIC III Regular Interest
(and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage
Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest) until the Certificate
Balance of the Class B REMIC III Regular Interest has been reduced to zero, fourth, to the Class A-S REMIC III Regular Interest
(and correspondingly, the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage
Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest) until the Certificate
Balance of the Class A-S REMIC III Regular Interest has been reduced to zero; and then, among the respective Classes of
Class A Senior Certificates, pro rata (based upon their respective Aggregate Certificate Balances), until the
remaining Aggregate Certificate Balances of the Class A Senior Certificates have been reduced to zero.


 


Any Trust Advisor Expenses
(including Excess Trust Advisor Expenses) allocated to a Class of Certificates (including any of the Exchangeable Certificates
following the prior corresponding allocation to the related EC REMIC III Regular Interest) 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 and (ii) the aggregate amount
of Distributable Certificate Interest (for such purposes, calculated without regard to any reductions therein as a result of Trust
Advisor Expenses for such Distribution Date) that would otherwise be distributable to the Class B, Class PST (in respect of Class
PST Component B or Class PST Component C), Class C and Class D Certificates for such Distribution Date. Any amount of Trust
Advisor Expenses that are not reimbursed on a Distribution Date shall be payable on the next Distribution Date to the extent funds
are sufficient, in accordance with this Section 6.11(b), to make such payments.


 


(c)           To
the extent any Actual Recoveries of Trust Advisor Expenses are received during any Collection Period, such amounts shall be allocated
first, as an increase in the Aggregate Certificate Balance of each applicable Class of Principal Balance Certificates or EC


 



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REMIC
III Regular Interest 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 D Certificates and/or any EC REMIC III Regular Interest 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 REMIC III Regular Interest (and correspondingly,
the portions thereof distributable on the Class B Certificates and the Class PST Certificates, pro rata, based on the Class
B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest), Class
C REMIC III Regular Interest (and correspondingly, the portions thereof distributable on the Class C Certificates and the Class
PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively,
in the Class C REMIC III Regular Interest) and Class D Certificates, in that order, in each case, up to an amount equal to the
aggregate reduction of the subject Class’s or EC REMIC III Regular Interest’s Distributable Certificate Interest for
all prior Distribution Dates (including as payment to a more senior Class of Certificates or EC REMIC III Regular Interest 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 REMIC III Regular Interest on any prior
Distribution Date in reduction of the Distributable Certificate Interest for such EC REMIC III Regular Interest, and such reductions
in Distributable Certificate Interest for such EC REMIC III Regular Interest have not been previously reimbursed, then the Class
B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based
on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest)
will be entitled to reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class B REMIC III Regular
Interest for such Distribution Date (with a corresponding increase in the Distributable Certificate Interest with respect to the
Class B REMIC III Regular Interest for such Distribution Date): first, out of amounts otherwise distributable as interest
to the Holders of the Class D Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable
Certificate Interest with respect to the Class D Certificates for such Distribution Date (calculated for purposes of this
paragraph without regard to clause (A)(3) of the definition of “Distributable Certificate Interest”); and
second, out of amounts otherwise distributable as interest to the Class C REMIC III Regular Interest (and correspondingly,
the portions thereof distributable on the Class C Certificates and the Class PST Certificates, pro rata, based on the Class
C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest) for such
Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate Interest with respect to the Class
C REMIC III Regular Interest (and correspondingly, the portions thereof distributable on the Class C Certificates and the Class
PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively,
in the Class C REMIC III Regular Interest) for such Distribution Date (calculated for purposes of this paragraph without regard
to clause (A)(3) of the definition of “Distributable Certificate Interest”).


 



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On each Distribution
Date, if and to the extent that Trust Advisor Expenses have been allocated to the Class C REMIC III Regular Interest on any prior
Distribution Date in reduction of the Distributable Certificate Interest for such EC REMIC III Regular Interest, and such reductions
in Distributable Certificate Interest for such EC REMIC III Regular Interest have not been previously reimbursed, then the Class
C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based
on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest)
will be entitled to reimbursement for the Trust Advisor Expense Interest Shortfall in respect of the Class C REMIC III Regular
Interest for such Distribution Date (with a corresponding increase in the Distributable Certificate Interest with respect to the
Class C REMIC III Regular Interest for such Distribution Date) out of amounts otherwise distributable as interest to the Holders
of the Class D Certificates for such Distribution Date, up to (and with a corresponding reduction in) the Distributable Certificate
Interest with respect to the Class D Certificates for such Distribution Date (calculated for purposes of this paragraph without
regard to clause (A)(3) of the definition of “Distributable Certificate Interest”), reduced by any reimbursement
made on such Distribution Date to the Class B REMIC III Regular Interest pursuant to the prior paragraph out of amounts otherwise
distributable as interest to the Holders of the Class D Certificates.


 


Any reimbursement made
out of amounts otherwise distributable as interest to the Class C REMIC III Regular Interest or the Class D Certificates on
any Distribution Date pursuant to any of the prior two (2) paragraphs, shall be deemed an allocation to such Class or EC REMIC
III Regular Interest of the Trust Advisor Expenses being reimbursed to the Holders of a more senior Class of Certificates or the
applicable EC REMIC III Regular Interest (and correspondingly, the Holders of the related Classes of Exchangeable Certificates).


 


(d)           On
each Distribution Date, if any Trust Advisor Expense is allocated to the Class B REMIC III Regular Interest, the Class C REMIC
III Regular Interest or the Class D Certificates in reduction of the Distributable Certificate Interest of such Class of Certificates
or EC REMIC III Regular Interest 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, an EC REMIC III Regular Interest or the Class D Certificates in reduction of the Aggregate Certificate
Balance of such Class of Certificates or EC REMIC III Regular Interest, 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


 



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delay in any manner any principal,
interest or other amounts (including P&I Advances) payable or reimbursable to the Control Eligible Certificates.


 


ARTICLE
VII

CONCERNING THE TRUSTEE, THE CUSTODIAN AND THE CERTIFICATE ADMINISTRATOR


 


Section 7.1     Duties
of the Trustee, the Custodian and the Certificate Administrator.


 


(a)           The
Trustee, the Custodian and the Certificate Administrator each shall undertake to perform only those duties as are specifically
set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee, the
Custodian or the Certificate Administrator. Any permissive right of the Trustee, the Custodian or the Certificate Administrator
provided for in this Agreement shall not be construed as a duty 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:


 



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(i)          none
of the Trustee, the Custodian, the Certificate Administrator or any of their respective directors, officers, employees, agents
or Controlling Persons shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in its
reasonable business judgment and reasonably believed by it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement or, to the extent not expressly inconsistent with the other terms of this Agreement, at the direction
of Holders of Certificates evidencing not less than a majority of the Voting Rights of all the Certificates;


 


(ii)         no
provision of this Agreement shall require the Trustee, the Custodian or the Certificate Administrator to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it;


 


(iii)        except
as specifically provided hereunder in connection with the performance of its specific duties, none of the Trustee, the Custodian,
the Certificate Administrator or any of their respective directors, officers, employees, agents or Controlling Persons shall be
responsible for any act or omission of the Master Servicer, the Special Servicer, the Trust Advisor, the Depositor or any Seller,
or for the acts or omissions of each other, including, without limitation, in connection with actions taken pursuant to this Agreement;


 


(iv)       the
execution by the Trustee, the Custodian or the Certificate Administrator of any forms or plans of liquidation in connection with
any REMIC Pool shall not constitute a representation by the Trustee, the Custodian or the Certificate Administrator as to the adequacy
of such form or plan of liquidation;


 


(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 failure.


 



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Section 7.2     Certain
Matters Affecting the Trustee, the Custodian and the Certificate Administrator.


 


(a)           Except
as otherwise provided in Section 7.1:


 


(i)          the
Trustee, the Custodian and the Certificate Administrator each may request, and may rely and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;


 


(ii)         the
Trustee, the Custodian and the Certificate Administrator each may consult with counsel and the advice of such counsel and any opinion
of counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or opinion of counsel;


 


(iii)        the
Trustee, the Custodian and the Certificate Administrator shall not be under any obligation to exercise any remedies after default
as specified in this Agreement or to institute, conduct or defend any litigation hereunder or relating hereto or make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document (provided the same appears regular on its face), unless requested in writing
to do so by Holders of Certificates evidencing at least 25% of the Voting Rights of all the Certificates; provided that,
if the payment within a reasonable time to the Trustee, the Custodian or the Certificate Administrator, as applicable, of the costs,
expenses or liabilities likely to be incurred by it in connection with the foregoing is, in the opinion of such Person not reasonably
assured to such Person by the security afforded to it by the terms of this Agreement, such Person may require reasonable indemnity
against such expense or liability or payment of such estimated expenses as a condition to proceeding. The reasonable expenses of
the Trustee, the Custodian or the 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;


 



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(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; and


 


(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.


 


(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 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


 



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Indemnification Agreement and the Certificate Administrator Indemnification Agreement, respectively) or of any Mortgage
Loan, Assignment of Mortgage or related document save that each of the Trustee, the Custodian and the Certificate Administrator,
as to itself, represents that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized,
executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms
except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting
the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement
is considered in a proceeding in equity or at law. None of the Trustee, the Custodian or the Certificate Administrator shall be
accountable for the use or application by the Depositor or the Master Servicer or the Special Servicer or by each other of any
of the Certificates or any of the proceeds of such Certificates, or for the use or application by the Depositor or the Master
Servicer or the Special Servicer or by each other of funds paid in consideration of the assignment of the Mortgage Loans to the
Trust or deposited into the Distribution Account or any other fund or account maintained with respect to the Certificates or any
account maintained pursuant to this Agreement or for investment of any such amounts. No recourse shall be had for any claim based
on any provisions of this Agreement, the Certificates or the Private Placement Memorandum or the Preliminary Prospectus or the
Final Prospectus (except (i) with respect to the Trustee, to the extent of the information regarding the Trustee in each of the
Private Placement Memorandum, the Free Writing Prospectus and the Prospectus Supplement for which the Trustee indemnifies certain
parties pursuant to the Trustee Indemnification Agreement, (ii) with respect to the Custodian, to the extent of the information
regarding the Custodian in each of the Private Placement Memorandum, the Free Writing Prospectus and the Prospectus Supplement
for which the Custodian indemnifies certain parties pursuant to the Custodian Indemnification Agreement and (iii) with respect
to the Certificate Administrator, to the extent of the information regarding the Certificate Administrator in each of the Private
Placement Memorandum, the Free Writing Prospectus and the Prospectus Supplement for which the Certificate Administrator indemnifies
certain parties pursuant to the Certificate Administrator Indemnification Agreement), the Mortgage Loans or the assignment thereof
against the Trustee, the Custodian or the Certificate Administrator in such Person’s individual capacity and any such claim
shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided herein. None of the Trustee,
the Custodian or the Certificate Administrator (in its capacity as such) shall be liable for any action or failure of any action
by the Depositor or the Master Servicer or the Special Servicer or the Trust Advisor or by each other hereunder. None of the Trustee,
the Custodian or the Certificate Administrator shall at any time have any responsibility or liability for or with respect to the
legality, validity or enforceability of the Mortgages or the Mortgage Loans, or the perfection and priority of the Mortgages or
the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust or its ability to generate
the payments to be distributed to Certificateholders under this Agreement, including, without limitation, the existence, condition
and ownership of any Mortgaged Property; the existence and enforceability of any hazard insurance thereon; the validity of the
assignment of the Mortgage Loans to the Trust or of any intervening assignment; the completeness of the Mortgage Loans; the performance
or enforcement of the Mortgage Loans (other than if the Trustee shall assume the duties of the Master Servicer); the compliance
by the Depositor, each Seller, the Mortgagor, the Master Servicer, the Special Servicer, the Trust Advisor or each other with
any warranty or representation made under this Agreement or in any


 



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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),
at least “A-” by Fitch, and at least “AA (low)” by DBRS (or “A” by DBRS if such institution
has a short-term unsecured debt rating of at least “R-1 (middle)” from DBRS (or “R-1 (low)” in the case
of Wilmington Trust, National Association) (or, in the case of Wilmington Trust, National Association, a long-term senior unsecured
debt rating of at least “A (low)” by DBRS if the Master Servicer has a long-term senior unsecured debt rating of at
least “A” by DBRS or, if such institution is not rated by DBRS, “A” or higher by any two other NRSROs),
and that has a short-term unsecured debt rating of at least “P-1” by Moody’s and at least “F1” by
Fitch (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 (iv) a
Person that is not a Prohibited Party. If such corporation, national bank or national banking association publishes reports of
condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then,
for the purposes of this Section, the combined capital and surplus of such corporation, national bank or national banking association
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case
at any time the Trustee shall cease to be eligible in accordance with provisions of this Section, the Trustee shall resign immediately
in the manner and with the effect specified in Section 7.6.


 


(b)           The Custodian hereunder shall at all times be (i) an institution insured by the FDIC, (ii) a
corporation, national bank or national banking association, organized and doing


 



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business under the laws of the United States
of America or of any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by federal or state authority, (iii) an institution
whose long-term senior unsecured debt is at all times rated at least “A2” by Moody’s, at least
“A-” by Fitch and at least “AA (low)” by DBRS (or “A” by DBRS if such institution has a
short-term unsecured debt rating of at least “R-1 (middle)” from DBRS or, if such institution is not rated by
DBRS, “A” or higher by any two other NRSROs), and whose short-term unsecured debt is at all times rated at least
“F1” by Fitch and at least “P-1” by Moody’s (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 (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, at least “A-” by Fitch and at least “AA (low)”
by DBRS (or “A” by DBRS if such institution has a short-term unsecured debt rating of at least “R-1 (middle)”
from DBRS or, if such institution is not rated by DBRS, “A” or higher by any two other NRSROs), and whose short-term
unsecured debt is at all times rated at least “P-1” by Moody’s and at least “F1” by Fitch (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 (iv) a Person that
is not a Prohibited Party. In case at any time the Certificate Administrator shall cease to be eligible in accordance with provisions
of this Section, the Certificate Administrator shall resign immediately in the manner and with the effect specified in Section 7.6.


 


Section 7.6     Resignation
and Removal of the Trustee, the Custodian or the Certificate Administrator.


 


(a)           The
Trustee, the Custodian or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the other such party, the Depositor, the Master Servicer, the Trust Advisor, each holder of
a Serviced B Note or Serviced Companion Loan and the 17g-5 Information Provider; provided that such resignation shall not
be effective until its successor shall have accepted the appointment. The Trustee, the Custodian and the Certificate Administrator,
as applicable, shall bear all costs associated with its respective resignation and the appointment of a successor trustee, custodian
or certificate administrator, as applicable. Upon receiving such notice of resignation, the Depositor


 



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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 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).


 



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(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 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


 



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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 duties to any successor
or at such later time as may be consented to by the Master Servicer and the Special Servicer, (A) the original executed Note for
each Mortgage Loan is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor,
as trustee for the registered holders of Morgan Stanley Bank of America Merrill Lynch Trust


 



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2015-C23, Commercial Mortgage Pass-Through
Certificates, Series 2015-C23 or in blank (or, alternatively, if the original executed Note has been lost, a lost note affidavit
and indemnity with a copy of such Note), and (B) in the case of the other Mortgage Loan documents, are delivered or assigned as
necessary to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each
Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment
has been made.


 


Upon the resignation,
assignment, merger, consolidation, or transfer of the Custodian or its business to a successor, or upon the removal of the Custodian,
the outgoing Custodian, at its own expense (without right of reimbursement therefor, except in the case of removal without cause),
shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor custodian, all
Mortgage Loan documents in the Mortgage File for each Mortgage Loan, are delivered as necessary to such successor custodian, and
such successor shall review the documents delivered to it with respect to each Mortgage Loan and certify in writing that, as to
each Mortgage Loan then subject to this Agreement, it will accept delivery of the Mortgage File (on behalf of the Trustee) in accordance
with Section 2.2.


 


(h)          Following
the Closing Date, for so long as the Trust, and, with respect to any Serviced Companion Loan, the trust created pursuant to an
Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, neither the
Certificate Administrator nor the Custodian may appoint any sub-servicer that is or could become a Reporting Servicer without the
prior written consent of the Depositor or the depositor with respect to the trust created pursuant to an Other Companion Loan Pooling
and Servicing Agreement, as the case may be, which consent shall not be unreasonably withheld.


 


Section 7.7          Successor
Trustee, Custodian or Certificate Administrator.


 


(a)          Any
successor trustee, custodian or certificate administrator appointed as provided in Section 7.6 shall execute, acknowledge
and deliver to the Depositor and to its predecessor Trustee, Custodian or Certificate Administrator, as the case may be, an instrument
accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee, Custodian or Certificate
Administrator, as the case may be, shall become effective and such successor trustee, custodian or certificate administrator, as
the case may be, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally named as Trustee, Custodian or Certificate Administrator
herein. The predecessor Trustee, Certificate Administrator or Custodian shall deliver (at such predecessor’s own expense)
to the successor trustee, certificate administrator or custodian all Mortgage Files and documents and statements related to the
Mortgage Files held by it hereunder, and the predecessor Trustee, Certificate Administrator or Custodian shall duly assign, transfer,
deliver and pay over (at such predecessor’s own expense) to the successor trustee, certificate administrator or custodian,
the entire Trust, together with all instruments of transfer and assignment or other documents properly executed necessary to effect
such transfer. The predecessor Trustee, the Custodian or Certificate Administrator, as the case may be, shall also deliver all
records or copies thereof maintained by the predecessor Trustee, Custodian or Certificate Administrator in the administration hereof
as may be reasonably requested by the successor trustee, custodian or


 



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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 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.


 



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Section 7.9     Appointment
of Co-Trustee, Separate Trustee, Agents or Custodian.


 


(a)           Notwithstanding
any other provisions hereof, at any time, the Trustee, the Depositor or, in the case of the Trust, the Holders of Certificates
evidencing not less than a majority of the Voting Rights of all the Certificates shall each have the power from time to time to
appoint one or more Persons to act either as co-trustees jointly with the Trustee or as separate trustees, for the purpose of holding
title to, foreclosing or otherwise taking action with respect to any Mortgage Loan outside the state where the Trustee has its
principal place of business where such separate trustee or co-trustee is necessary or advisable (or the Trustee is advised by the
Master Servicer or Special Servicer that such separate trustee or co-trustee is necessary or advisable) under the laws of any state
in which a property securing a Mortgage Loan is located or for the purpose of otherwise conforming to any legal requirement, restriction
or condition in any state in which a property securing a Mortgage Loan is located or in any state in which any portion of the Trust
is located. The separate trustees, co-trustees, or custodians so appointed shall be trustees or custodians for the benefit of all
the Certificateholders, shall have such powers, rights and remedies as shall be specified in the instrument of appointment and
shall be deemed to have accepted the provisions of this Agreement; provided that no such appointment shall, or shall be
deemed to, constitute the appointee an agent of the Trustee; provided, further, that the Trustee shall not be liable
for the actions of any co-trustee or separate trustee appointed by it with due care and shall have no liability for the actions
of any co-trustee or separate trustee appointed by the Depositor or the Certificateholders pursuant to this paragraph.


 


(b)           The
Trustee, the Custodian or the Certificate Administrator, as the case may be, may from time to time appoint one or more independent
third-party agents to perform all or any portion of its administrative duties hereunder (i.e., collection and distribution
of funds, preparation and dissemination of reports, monitoring compliance, etc.). The Trustee, the Custodian or the Certificate
Administrator, as the case may be, shall supervise and oversee such agents appointed by it. The terms of any arrangement or agreement
between the Trustee, the Custodian or the Certificate Administrator, as the case may be, and such agent, may be terminated, without
cause and without the payment of any termination fees if the Trustee, the Custodian or the Certificate Administrator, as the case
may be, is terminated in accordance with this Agreement. In addition, neither the Trust nor the Certificateholders shall have any
liability or direct obligation to such agent. Notwithstanding the terms of any such agreement, the Trustee, the Custodian or the
Certificate Administrator, as the case may be, shall remain at all times obligated and liable to the Trust and the Certificateholders
for performing its duties hereunder and for all acts of its agents.


 


(c)           Every
separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions
and conditions:


 


(i)          all
powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody and payment of moneys shall
be exercised solely by the Trustee;


 


(ii)         all
other rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the


 



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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.


 


(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


 



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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 any legal action incurred without negligence, bad faith or willful
misconduct on their respective part, arising out of, or in connection with this Agreement, the Mortgage Loans, the Certificates
and the acceptance or administration of the trusts or duties created hereunder (including, without limitation, any unanticipated
loss, liability or expense incurred in connection with any action or inaction of the Master Servicer, the Special Servicer, the
Trust Advisor or the Depositor or of each other such Person hereunder but only to the extent the Trustee, the Custodian, the Certificate
Registrar or the Certificate Administrator, as the case may be, is unable to recover within a reasonable period of time such amount
from such third party pursuant to this


 



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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 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,


 



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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 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,


 



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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.


 


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


 



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Administrator, as the
case may be, shall not have timely received amounts to be remitted with respect to the Mortgage Loans from the Master Servicer,
the Trustee, the Custodian or the Certificate Administrator, as the case may be, shall request the Master Servicer to make such
distribution as promptly as practicable or legally permitted. If the Trustee, the Custodian or the Certificate Administrator,
as the case may be, shall subsequently receive any such amount, it may withdraw such request.


 


Section 7.14     Trustee
To Act; Appointment of Successor.


 


(a)           On
and after the time the Master Servicer is terminated or resigns pursuant to this Agreement, and if no successor to the terminated
or resigning Master Servicer is otherwise appointed hereunder, the Trustee shall be the successor in all respects to the Master
Servicer in its capacity under this Agreement and the transactions set forth or provided for therein and shall have all the rights
and powers and be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on
the Master Servicer by the terms and provisions of this Agreement; provided that, any failure to perform such duties or
responsibilities caused by the Master Servicer’s failure to provide required information shall not be considered a default
by the Trustee hereunder. In addition, the Trustee shall have no liability relating to (i) the representations and warranties
of the Master Servicer contained in this Agreement or (ii) any obligation incurred by the Master Servicer prior to its termination
or resignation (including, without limitation, the Master Servicer’s obligation to repay losses resulting from the investment
of funds in any account established under this Agreement). In the Trustee’s capacity as such successor, the Trustee shall
have the same limitations on liability granted to the Master Servicer in this Agreement. As compensation therefor, the Trustee
shall be entitled to receive all the compensation payable to the Master Servicer set forth in this Agreement, including, without
limitation, the Master Servicing Fee.


 


(b)          Notwithstanding
the above, the Trustee (A) may, if the Trustee is unwilling to so act, or (B) shall, if it is unable to so act, appoint,
or petition a court of competent jurisdiction to appoint any established commercial or multifamily mortgage finance institution,
servicer or master servicer or mortgage servicing institution having a net worth of not less than $15,000,000, meeting such other
standards for a successor master servicer as are set forth in this Agreement and with respect to which the Trustee has provided
a Rating Agency Communication to each Rating Agency, as the successor to the Master Servicer hereunder in the assumption of all
of the responsibilities, duties or liabilities of a servicer as Master Servicer hereunder. Pending any such appointment, the Trustee
shall act as the Master Servicer as hereinabove provided. Any entity designated by the Trustee as successor Master Servicer may
be an Affiliate of the Trustee; provided that, such Affiliate must meet the standards for the Master Servicer as set forth
herein. In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall agree subject to Section 8.10, provided
that no such compensation shall be in excess of that permitted to be paid to the Master Servicer under this Agreement. The Trustee
and such successor shall take such actions, consistent with this Agreement as shall be necessary to effectuate any such succession.
The Master Servicer shall cooperate with the Trustee and any successor servicer in effecting the termination of the Master Servicer’s
responsibilities and rights under this Agreement, including, without limitation, notifying Mortgagors of the assignment of the
servicing function and providing the Trustee and successor servicer all documents and


 



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records in its possession in electronic or
other form reasonably requested by the successor servicer to enable the successor servicer to assume the Master Servicer’s
functions hereunder and the transfer to the Trustee or such successor servicer of all amounts which shall at the time be or should
have been deposited by the Master Servicer in the Collection Account and any other account or fund maintained with respect to the
Certificates or thereafter be received by the Master Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other
successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Master
Servicer. The Trustee shall be reimbursed by the Trust for all of its out-of-pocket expenses incurred in connection with obtaining
such successor Master Servicer within thirty (30) days of the Trustee’s submission of an invoice with respect thereto,
to the extent such expenses have not been reimbursed by the Master Servicer as provided herein; and such expenses paid by the Trust
shall be deemed to be an Additional Trust Expense.


 


(c)          On
and after the time the Special Servicer is terminated pursuant to this Agreement, in accordance with Section 9.30,
or resigns pursuant to this Agreement, and if a successor to the terminated or resigning Special Servicer is not otherwise appointed
hereunder, the Trustee shall be the successor in all respects to the Special Servicer in its capacity under this Agreement and
the transactions set forth or provided for therein and shall have all the rights and powers and be subject to all the responsibilities,
duties and liabilities relating thereto and arising thereafter placed on the Special Servicer by the terms and provisions of this
Agreement; provided that, any failure to perform such duties or responsibilities caused by the Special Servicer’s
failure to provide required information shall not be considered a default by the Trustee hereunder. In addition, the Trustee shall
have no liability relating to (i) the representations and warranties of the Special Servicer contained in this Agreement or
(ii) any obligation incurred by the Special Servicer prior to its termination or resignation. In the Trustee’s capacity
as such successor, the Trustee shall have the same limitations on liability granted to the Special Servicer in this Agreement.
As compensation therefor, the Trustee shall be entitled to receive all the compensation payable to the Special Servicer set forth
in this Agreement, including, without limitation the Special Servicer Compensation (other than any Workout Fee payable to the predecessor
Special Servicer pursuant to Section 9.11).


 


(d)          Notwithstanding
the above, the Trustee may, if the Trustee shall be unwilling to so act, or shall, if it is unable to so act, appoint, or petition
a court of competent jurisdiction to appoint, any established commercial or multifamily mortgage finance institution, special servicer
or mortgage servicing institution having a net worth of not less than $15,000,000, and meeting such other standards for a successor
Special Servicer as are set forth in Section 9.30(g), and with respect to which the Trustee has provided a Rating Agency
Communication to each Rating Agency, as the successor to the Special Servicer hereunder in the assumption of all of the responsibilities,
duties or liabilities of a special servicer as Special Servicer hereunder. Pending any such appointment, the Trustee shall act
as the Special Servicer as hereinabove provided. Any entity designated by the Trustee as successor Special Servicer may be an Affiliate
of the Trustee; provided that, such Affiliate must meet the standards for a successor Special Servicer set forth herein.
In connection with such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor


 



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out
of payments on Mortgage Loans as it and such successor shall agree; provided that no such compensation shall be in excess
of that permitted to the Special Servicer under this Agreement. The Trustee and such successor shall take such actions, consistent
with this Agreement as shall be necessary to effectuate any such succession. The Special Servicer shall cooperate with the Trustee
and any successor Special Servicer in effecting the termination of the Special Servicer’s responsibilities and rights under
this Agreement, including, without limitation, notifying Mortgagors under Specially Serviced Mortgage Loans of the assignment
of the special servicing function and providing the Trustee and successor Special Servicer all documents and records in its possession
in electronic or other form reasonably requested by the successor Special Servicer to enable the successor Special Servicer to
assume the Special Servicer’s functions hereunder and the transfer to the Trustee or such successor Special Servicer of
all amounts which shall at the time be or should have been deposited by the Special Servicer in the Collection Account and any
other account or fund maintained with respect to the Certificates or thereafter be received by the Special Servicer with respect
to the Mortgage Loans. Neither the Trustee nor any other successor Special Servicer shall be deemed to be in default hereunder
by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the
failure of the Special Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions
imposed by any regulatory authority having jurisdiction over the Special Servicer. The Trustee shall be reimbursed by the Trust
for all of its out-of-pocket expenses incurred in connection with obtaining such successor Special Servicer within thirty (30) days
of submission of an invoice with respect thereto but only to the extent such expenses have not been reimbursed by the Special
Servicer as provided herein; and such expenses paid by the Trust shall be deemed to be an Additional Trust Expense. During any
Subordinate Control Period, any appointment of a successor Special Servicer by the Trustee (or the Trustee’s acting as successor
Special Servicer) shall be subject to the rights of the Controlling Class Representative to terminate and replace such successor
Special Servicer, with or without cause, in accordance with this Agreement (including Section 9.30).


 


Section
7.15     Notification to Holders. Upon termination of, or a Servicer Termination Event by, the Master
Servicer, the Certificate Administrator, the Custodian or the Special Servicer, or appointment of a successor to the Master Servicer,
the Custodian, the Certificate Administrator or the Special Servicer, the Trustee shall promptly provide written notice to the
17g-5 Information Provider, the Controlling Class Representative (during any Subordinate Control Period or any Collective Consultation
Period), the Trust Advisor, the Depositor, the Initial Purchasers, the Underwriters, the Sellers and the Certificateholders at
their respective addresses appearing on the Certificate Register.


 


Section
7.16     Representations and Warranties of the Trustee, the Custodian and the Certificate Administrator.


 


(a)          The
Trustee hereby represents and warrants to each other party to this Agreement and for the benefit of the Certificateholders, as
of the Closing Date that:


 


(i)         the
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America and has full power and authority to own its property, to carry on its business as presently conducted, and to
enter into and perform its obligations under this Agreement;


 






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(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:


 


(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


 






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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;


 


(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


 






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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 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 “A (low)” as rated by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by at least
two other NRSRO’s (which may include S&P, Fitch and/or Moody’s)), not less than “A3” as rated by Moody’s
and not less than “A-” as rated by Fitch, 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,


 






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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, the Master Servicer (except
as otherwise expressly set forth herein to the contrary) shall service and administer the Mortgage Loans, any Serviced B Note
and any Serviced Companion Loan in accordance with the Servicing Standard and the terms of this Agreement; provided, that
notwithstanding anything herein to the contrary, the Special Servicer shall process all Major Decisions and Special Servicer Decisions
with respect to the Mortgage Loans (other than Non-Serviced Mortgage Loans), any Serviced B Note and any Serviced Companion Loan
(except that the Master Servicer and the Special Servicer may mutually agree that the Master Servicer shall process, and obtain
the prior written consent of the Special Servicer with respect to, any such Major Decision or Special Servicer Decision with respect
to Mortgage Loans (other than Non-Serviced Mortgage Loans) that are not Specially Serviced Mortgage Loans); provided, further,
that each Non-Serviced Mortgage Loan shall be serviced by the applicable Non-Serviced Mortgage Loan Master Servicer and the applicable
Non-Serviced Mortgage Loan Special Servicer in accordance with the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.
Certain of the provisions of this Article VIII make explicit reference to their applicability to Mortgage Loans, any
Serviced B Note and any Serviced Companion Loan; notwithstanding such explicit references, references to “Mortgage Loans”
contained in this Article VIII, unless otherwise specified, shall be construed to refer also to such Serviced B Note and
Serviced Companion Loan (but any other terms that are defined in Article I and used in this Article VIII shall be construed
according to such definitions without regard to this sentence).


 


In
connection with such servicing and administration, the Master Servicer shall seek to maximize the timely collection of principal
and interest on the Mortgage Notes in the best economic interests of the Certificateholders as a whole (or, in the case of any
A/B Whole Loan or Loan Pair the Certificateholders and the holder of the related Serviced B Note and/or Serviced Companion Loan,
as applicable, all taken as a collective whole); provided, that nothing herein contained shall be construed as an express
or implied guarantee by the Master Servicer of the collectability of payments on the Mortgage Loans or shall be construed as impairing
or adversely affecting any rights or benefits specifically provided by this Agreement to the Master Servicer, including with respect
to Master Servicing Fees or the right to be reimbursed for Advances.


 


(b)          The
Master Servicer, in the case of an event specified in clause (x) of this subsection (b), and the Special
Servicer, in the case of an event specified in clause (y) of this subsection (b), shall each send a written
notice to the other and to the Trustee, the Custodian, the Certificate Administrator, the Controlling Class Representative (during
any Subordinate Control


 






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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 holder of the related Serviced Companion Loan, 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) that was a Specially Serviced Mortgage Loan, its related Serviced Companion
Loan (or Serviced Pari Passu Mortgage Loan) has also become a Rehabilitated Mortgage Loan, which notice shall be effective upon
receipt and shall identify the applicable Mortgage Loan and, in the case of an event specified in clause (x) of this
subsection (b), the Servicing Transfer Event that occurred. After the transfer of servicing with respect to any Specially
Serviced Mortgage Loan to the Special Servicer, in accordance with the Servicing Standard, the Master Servicer shall notify, in
writing, the Mortgagor under such Specially Serviced Mortgage Loan transferred to the Special Servicer, of such transfer.


 


(c)          With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) that is subject to an Environmental Insurance Policy,
for as long as it is not a Specially Serviced Mortgage Loan, if the Master Servicer has actual knowledge of any event giving rise
to a claim under an Environmental Insurance Policy, the Master Servicer shall notify the Special Servicer to such effect and the
Master Servicer shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of
such Environmental Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust is entitled
thereunder. Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with
any such claim shall be paid by, and reimbursable to, the Master Servicer or the Special Servicer as a Servicing Advance.


 


(d)          In
connection with any extension of the Maturity Date of a Non-Specially Serviced Mortgage Loan (other than a Non-Serviced Mortgage
Loan), the Special Servicer shall give prompt written notice of such extension to the insurer under the Environmental Insurance
Policy (if any) and shall execute such documents as are reasonably required by such insurer to procure an extension of such policy
(if available). The Special Servicer shall provide copies of any such notice or documents to the Master Servicer promptly following
the execution or delivery thereof, as applicable.


 


(e)          The
parties hereto acknowledge that each Serviced Pari Passu Mortgage Loan and its related Serviced Companion Loan and each A Note
and its related Serviced B Note is subject to the terms and conditions of the related Intercreditor Agreement, and each such party
agrees that the provisions of each Intercreditor Agreement that are required by their terms to be set forth in this Agreement
are hereby incorporated herein. With respect to each Loan Pair and each A/B Whole Loan, the Trustee, the Master Servicer and the
Special Servicer recognize the respective rights and obligations of the Trust and the holders of each Serviced Companion Loan
and/or Serviced B Note, as applicable, under the related Intercreditor Agreement (or with respect to a Joint Mortgage Loan treated
as a Loan Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents), including with respect
to the allocation of collections on or in respect of any Serviced Pari Passu Mortgage Loan, Serviced Companion Loan, A Note and


 






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Serviced B Note, as the case may be, in accordance with the related Intercreditor Agreement. The Master Servicer shall comply
with the applicable provisions of each Intercreditor Agreement, and if any Serviced Pari Passu Mortgage Loan, Serviced Companion
Loan, A Note or Serviced B Note are then Specially Serviced Mortgage Loans, the Special Servicer shall comply with the applicable
provisions of the related Intercreditor Agreement. The parties hereto agree that any conflict between the terms of this Agreement
and the terms of any Intercreditor Agreement shall be resolved in favor of the Intercreditor Agreement.


 


(f)          Promptly
following the Closing Date (or, with respect to the TKG 3 Retail Portfolio Mortgage Loan, the TKG 3 Retail Portfolio Companion
Loan Securitization Date), the Master Servicer shall send written notice to each Non-Serviced Mortgage Loan Master Servicer in
accordance with the provisions of the related Intercreditor Agreement including payment instructions for distributions on such
Non-Serviced Mortgage Loan and stating that, as of such date, the Trustee is the holder of the applicable Non-Serviced Mortgage
Loan, and directing such Non-Serviced Mortgage Loan Master Servicer to remit to the Master Servicer all amounts payable to, and
directing such Non-Serviced Mortgage Loan Master Servicer to forward, deliver or otherwise make available, as the case may be,
to, the Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered
or otherwise made available to, such holder 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. On the TKG 3 Retail Portfolio Companion
Loan Securitization Date, in connection with the transfer of servicing (including transmittal of the foregoing information as
part of that servicing transfer) to the related Non-Serviced Mortgage Loan Master Servicer, the Master Servicer shall be deemed
to have provided such written notice in respect of the TKG 3 Retail Portfolio Mortgage Loan. 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 “A (low)” as rated by DBRS (or, if not rated by DBRS, an equivalent (or higher)
rating by at least two other NRSROs (which may include S&P, Fitch and/or Moody’s) (or an A.M. Best equivalent)), not
less than “A3” as rated by Moody’s and not less than “A-” as rated by Fitch (or an A.M. Best equivalent)),
the Master Servicer may self-insure for the Servicer Fidelity Bond and the Servicer Errors and Omissions Insurance Policy.


 


Section
8.3     Master Servicer’s General Power and Duties.


 


(a)          The
Master Servicer shall (except as otherwise expressly set forth herein to the contrary) service and administer the Mortgage Loans
and shall, subject to Sections 8.7, 8.18, 8.19, 8.27 and 10.3 and Article XII
hereof and as otherwise provided herein and by the Code, have full power and authority to do any and all things which it may
deem necessary or desirable in connection with such servicing and administration in accordance with the Servicing Standard (in
the case of any A/B Whole Loan and any Loan Pair, subject to the applicable Intercreditor Agreement and, in the case of any Non-Serviced
Mortgage Loan, subject to the servicing of such Non-Serviced Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master
Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer, as applicable). To the extent consistent with the foregoing
and subject to any express limitations and provisions set forth in this Agreement (and, in the case of any A/B Whole Loan and
any Loan Pair, subject to the applicable Intercreditor Agreement and, in the case of any Non-Serviced Mortgage Loan, subject to
the servicing of such Non-Serviced Mortgage Loan by the applicable Non-Serviced Mortgage Loan Master Servicer and the applicable
Non-Serviced Mortgage Loan Special Servicer, as applicable), including Section 10.3, such power and authority shall
include, without limitation, any right to process Major Decisions and Special Servicer Decisions as mutually agreed between the
Master Servicer and the Special Servicer pursuant to the terms hereof and the right, subject to the terms hereof, to perform the
following actions (solely to the extent that they do not constitute Major Decisions or Special Servicer Decisions): (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 the Trustee, customary consents or
waivers and other instruments and documents (including, without limitation, estoppel certificates, financing statements, continuation
statements, title endorsements and reports and other documents and instruments necessary to preserve and maintain the lien on
the related Mortgaged Property and related collateral), (B) to consent to assignments and assumptions or substitutions, and
transfers of interest of any Mortgagor, in each case subject to and in accordance with the terms of the related Mortgage Loan
and Section 8.7, (C) to collect any Insurance Proceeds, (D) subject to Section 8.7, to consent to
any subordinate financings to be secured by any related Mortgaged Property to the extent that such consent is required pursuant
to the terms of the related Mortgage or which otherwise is required, and subject to Section 8.7, to


 






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consent to any mezzanine
debt to the extent such consent is required pursuant to the terms of the related Mortgage, (E) to consent to the application of
any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property or otherwise and
to administer and monitor the application of such proceeds and awards in accordance with the terms of the Mortgage Loan as the
Master Servicer deems reasonable under the circumstances, (F) to execute and deliver, on behalf of the Certificateholders
(and the holders of any Serviced B Note and Serviced Companion Loan) and the Trustee, documents relating to the management, operation,
maintenance, repair, leasing and marketing of the related Mortgaged Properties, including agreements and requests by the Mortgagor
with respect to modifications of the standards of operation and management of the Mortgaged Properties or the replacement of asset
managers, (G) to consent to any operation or action under a Mortgage Loan that is contemplated or permitted under a Mortgage
or other documents evidencing or securing the applicable Mortgage Loan (either as a matter of right or upon satisfaction of specified
conditions), (H) to obtain, release, waive or modify any term other than a Money Term of a Mortgage Loan and related documents
subject to and to the extent permitted by Section 8.18, (I) to exercise all rights, powers and privileges granted
or provided to the holder of the Mortgage Notes, any Serviced Companion Loan and any Serviced B Note under the terms of the Mortgage,
including all rights of consent or approval thereunder, subject to Sections 8.7 and 8.18 of this Agreement,
(J) to enter into lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements
which may be requested by the Mortgagor or the Mortgagor’s tenants, (K) to join the Mortgagor in granting, modifying
or releasing any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with
respect to the Mortgaged Properties to the extent such does not adversely affect the value of the related Mortgage Loan or Mortgaged
Property, (L) to execute and deliver, on behalf of itself, the Trustee, the Trust (and the holders of any Serviced B Note
and Serviced Companion Loan) or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release
or discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties,
and (M) to hold in accordance with the terms of any Mortgage Loan and this Agreement, Defeasance Collateral. The foregoing
clauses (A) through (M) are referred to collectively as “Master Servicer Consent Matters.”
Notwithstanding the above, the Master Servicer shall have no power to (i) waive any Prepayment Premiums, (ii) consent
to any modification of a Money Term of a Mortgage Loan or (iii) to exercise such rights or take any of the foregoing actions
in violation of Section 10.3 or the terms and conditions of any related Intercreditor Agreement, or otherwise in contravention
of the Controlling Class Representative’s or any related Loan-Specific Directing Holder’s, as applicable, rights to
consent to or consult in respect of any such matters pursuant to this Agreement (subject to the Master Servicer’s duty to
service in accordance with the Servicing Standard). Nothing contained in this Agreement shall limit the ability of the Master
Servicer or the Special Servicer to lend money to (to the extent not secured, in whole or in part, by any Mortgaged Property),
accept deposits from and otherwise generally engage in any kind of business or dealings with any Mortgagor as though the Master
Servicer or the Special Servicer, as applicable, was not a party to this Agreement or to the transactions contemplated hereby;
provided, that this sentence shall not modify the Servicing Standard.


 


(b)          The
Master Servicer shall not be obligated to service and administer any Mortgage Loan if it has become and continues to be a Specially
Serviced Mortgage Loan, nor shall it be obligated to process Major Decisions or Special Servicer Decisions with respect to the


 






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Mortgage Loans, in each case except as specifically provided herein. The Master Servicer shall be required to make all calculations
and prepare all reports required hereunder with respect to Specially Serviced Mortgage Loans (other than calculations and reports
expressly required to be made by the Special Servicer hereunder) as if no Servicing Transfer Event had occurred and shall continue
to collect all Scheduled Payments, make Advances as set forth herein and render such incidental services with respect to Specially
Serviced Mortgage Loans, all as are specifically provided for herein, but shall have no other servicing or other duties with respect
to Specially Serviced Mortgage Loans. Notwithstanding the foregoing, the Master Servicer shall not be liable for its failure to
make the calculations or prepare the reports required pursuant to the immediately preceding sentence with respect to any Specially
Serviced Mortgage Loan if such failure is directly caused by the Special Servicer’s failure to provide the Master Servicer
with the information that it is required to deliver to the Master Servicer pursuant to Section 9.32(a). The Master Servicer
shall give notice within three (3) Business Days to the Special Servicer of any collections it receives from any Specially
Serviced Mortgage Loans, subject to changes agreed upon from time to time by the Special Servicer and the Master Servicer. The
Special Servicer shall instruct the Master Servicer within two (2) Business Days after receiving such notice on how to apply
such funds. The Master Servicer within one (1) Business Day after receiving such instructions shall apply such funds in accordance
with the Special Servicer’s instructions. Each Mortgage Loan if it becomes a Specially Serviced Mortgage Loan shall continue
as such until it becomes a Rehabilitated Mortgage Loan. The Master Servicer shall not be required to initiate extraordinary collection
procedures or legal proceedings with respect to any Mortgage Loan or to undertake any pre-foreclosure procedures.


 


(c)          Concurrently
with the execution of this Agreement, the Trustee shall sign a Power of Attorney substantially in the form attached hereto as
Exhibit O-1 (or such other form as mutually agreed to by the Trustee and the Master Servicer). From time to time until
the termination of the Trust, upon written request from a Servicing Officer for additional powers of attorney from the Trustee
to the Master Servicer, the Trustee shall execute and return to the Master Servicer any additional powers of attorney, substantially
in the form of Exhibit O-1 (or such other form as mutually agreed to by the Trustee and the Master Servicer) and other
documents necessary or appropriate to enable the Master Servicer to service and administer the Mortgage Loans including, without
limitation, documents relating to the management, operation, maintenance, repair, leasing or marketing of the Mortgaged Properties.
The Master Servicer shall indemnify the Trustee for any costs, liabilities and expenses (including attorneys’ fees) incurred
by the Trustee in connection with the intentional or negligent misuse of such power of attorney by the Master Servicer. Notwithstanding
anything contained herein to the contrary, but subject to Section 9.34 herein, the Master Servicer shall not without the
Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without
indicating the Master Servicer’s representative capacity, or (ii) knowingly take any action that causes the Trustee
to be registered to do business in any state, provided that the preceding clause (i) shall not apply to the
initiation of actions relating to a Mortgage Loan that the Master Servicer is servicing pursuant to its respective duties herein
(in which case the Master Servicer shall give prompt prior notice to the Trustee of the initiation of such action). The limitations
of the preceding clause shall not be construed to limit any duty or obligation imposed on the Trustee under any other provision
of this Agreement.


 






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(d)         The
Master Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments
(including servicing fees, special servicing fees, workout fees and liquidation fees) called for under the terms and provisions
of the applicable Mortgage Loans (other than Specially Serviced Mortgage Loans or REO Properties); provided, that with
respect to any Non-Serviced Mortgage Loan, such payments shall be collected from the related Non-Serviced Mortgage Loan Master
Servicer or Non-Serviced Mortgage Loan Special Servicer, as applicable.


 


(e)          The
Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) constituting Escrow Amounts separate and apart from any of its own funds and general assets and shall establish
and maintain one or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Amounts
shall be deposited within one (1) Business Day after receipt. Each Escrow Account shall be an Eligible Account, to the extent
permitted under the related Mortgage Loan documents. The Master Servicer shall also deposit into each Escrow Account any amounts
representing losses on Eligible Investments pursuant to the immediately succeeding paragraph and any Insurance Proceeds or Liquidation
Proceeds which are required to be applied to the restoration or repair of any Mortgaged Property pursuant to the related Mortgage
Loan. Each Escrow Account shall be maintained in accordance with the requirements of the related Mortgage Loan and in accordance
with the Servicing Standard. Withdrawals from an Escrow Account may be made only for the following purposes (in no order of priority):


 


(i)          to
effect timely payments of items constituting Escrow Amounts for the related Mortgage Loan;


 


(ii)         to
transfer funds to the Collection Account (or any sub-account thereof) to reimburse the Master Servicer for any Advance (or the
Trust for any Unliquidated Advance) relating to Escrow Amounts, but only from amounts received with respect to the related Mortgage
Loan which represent late collections of Escrow Amounts thereunder;


 


(iii)        for
application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan and the
Servicing Standard;


 


(iv)         to
clear and terminate such Escrow Account upon the termination of this Agreement or pay-off of the related Mortgage Loan;


 


(v)          to
pay from time to time to the related Mortgagor any interest or investment income earned on funds deposited in the Escrow Account
if such income is required to be paid to the related Mortgagor under applicable law or by the terms of the related Mortgage Loan,
or otherwise to the Master Servicer; and


 


(vi)         to
remove any funds deposited in an Escrow Account that were not required to be deposited therein or to refund amounts to the Mortgagors
determined to be overages.


 


Subject
to the immediately succeeding sentence, (i) the Master Servicer may direct any depository institution or trust company in
which the Escrow Accounts are maintained


 






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to invest the funds held therein in one or more Eligible Investments; provided,
that such funds shall be either (x) immediately available or (y) available in accordance with a schedule which will
permit the Master Servicer to meet the payment obligations for which the Escrow Account was established; (ii) the Master
Servicer shall be entitled to all income and gain realized from any such investment of funds as additional servicing compensation;
and (iii) the Master Servicer shall deposit from its own funds in the applicable Escrow Account the amount of any loss incurred
in respect of any such investment of funds immediately upon the realization of such loss; provided, that unless otherwise
set forth in the related Mortgage Loan documents, such investment losses shall not include any loss with respect to such investment
which is incurred solely as a result of the insolvency of the federal or state chartered depositary institution or trust company
at which such Investment Account is maintained, so long as such depositary institution or trust company (a) satisfied the
qualifications set forth in the definition of “Eligible Account” both at the time such investment was made and as
of a date not more than thirty (30) days prior to the date of such loss and (b) is not the Person or an Affiliate thereof
that made the relevant investment. The Master Servicer shall not direct the investment of funds held in any Escrow Account and
retain the income and gain realized therefrom if the terms of the related Mortgage Loan or applicable law permit the Mortgagor
to be entitled to the income and gain realized from the investment of funds deposited therein, and the Master Servicer shall not
be required to invest amounts on deposit in Escrow Accounts in Eligible Investments or deposit such amounts in Eligible Accounts
to the extent that the Master Servicer is required by either law or under the terms of any related Mortgage Loan to deposit or
invest (or the Mortgagor is entitled to direct the deposit or investment of) such amounts in another type of investments or accounts.
If the Master Servicer is not entitled to direct the investment of such funds, then: (1) the Master Servicer shall direct
the depository institution or trust company in which such Escrow Accounts are maintained to invest the funds held therein in accordance
with the Mortgagor’s written investment instructions, if the terms of the related Mortgage Loan or applicable law require
the Master Servicer to invest such funds in accordance with the Mortgagor’s directions; and (2) in the absence of appropriate
written instructions from the Mortgagor, the Master Servicer shall have no obligation to direct the investment of such funds;
provided, that if such funds shall be either (y) immediately available or (z) available in accordance with a
schedule which will permit the Master Servicer to meet the payment obligations for which the Escrow Account was established, then
the Master Servicer shall have no liability for any loss in investments of such funds that are invested pursuant to written instructions
from the Mortgagor.


 


(f)          The
relationship of each of the Master Servicer and the Special Servicer to the Trustee, the Certificate Administrator and the Custodian
and to each other under this Agreement is intended by the parties to be that of an independent contractor and not of a joint venturer,
partner or agent.


 


(g)         With
respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), if required by the terms of the related Mortgage Loan
documents, any Lock-Box Agreement or similar agreement, the Master Servicer shall establish and maintain, in accordance with the
Servicing Standard, one or more lock-box, cash management or similar accounts (“Lock-Box Accounts”) to be held
outside the Trust and maintained by the Master Servicer in accordance with the terms of the related Mortgage. No Lock-Box Account
is required to be an Eligible Account, unless otherwise required pursuant to the related Mortgage Loan documents. The Master Servicer
shall apply the funds deposited in such accounts in accordance with terms


 






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of the related Mortgage Loan documents, any Lock-Box
Agreement and in accordance with the Servicing Standard.


 


(h)          The
Master Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan), Serviced B Notes
and Serviced Companion Loans in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any
defeasance fees paid relating thereto (provided, that for the avoidance of doubt, any such defeasance fee shall not include
any Modification Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement).
The Master Servicer shall not permit defeasance (or partial defeasance if permitted under the related Mortgage Loan documents)
of any Mortgage Loan on or before the second (2nd) anniversary of the Closing Date, or in the case of a Serviced
Companion Loan the second (2nd) anniversary of the startup date of any REMIC holding such Serviced Companion Loan,
unless such defeasance will not result in an Adverse REMIC Event (or in the case of a Serviced Companion Loan an adverse REMIC
event for any REMIC holding such Serviced Companion Loan) and the Master Servicer has received an Opinion of Counsel to such effect
(which Opinion of Counsel, to the extent not inconsistent with the related Mortgage Loan documents, shall be paid for by the related
Mortgagor) and all items in the following sentence have been satisfied. Subsequent to the second (2nd) anniversary
of the Closing Date, or in the case of a Serviced Companion Loan the second (2nd) anniversary of the startup date of
any REMIC holding such Serviced Companion Loan, the Master Servicer, in connection with the defeasance of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), a Serviced B Note or a Serviced Companion Loan shall (to the extent it is not inconsistent
with the Servicing Standard): (i) require that the defeasance collateral consists of Government Securities that are acceptable
as defeasance collateral under the current guidelines of the Rating Agencies, (ii) determine that the defeasance will not
result in an Adverse REMIC Event (or in the case of a Serviced Companion Loan an adverse REMIC event for any REMIC holding such
Serviced Companion Loan), (iii) either (A) require that the related Mortgagor designate a Single-Purpose Entity to own
the Defeasance Collateral (subject to customary qualifications) or (B) establish a Single-Purpose Entity to hold all Defeasance
Collateral relating to the Defeasance Loans, (iv) request and receive from the Mortgagor (A) an opinion of counsel that
the Trustee will have a perfected, first priority security interest in such Defeasance Collateral and (B) written confirmation
from a firm of independent accountants stating that payments made on such Defeasance Collateral in accordance with the terms thereof
will be sufficient to pay the subject Mortgage Loan, and if applicable the related Serviced B Note and/or Serviced Companion Loan,
(or the defeased portion thereof in connection with a partial defeasance) in full on or before its Maturity Date (or, in the case
of an ARD Loan, on or before its Anticipated Repayment Date) and to timely pay each subsequent Scheduled Payment and (v) provide
a Rating Agency Communication to each Rating Agency. Any customary and reasonable out-of-pocket expense incurred by the Master
Servicer pursuant to this Section 8.3(h) shall be paid by the Mortgagor of the Defeasance Loan pursuant to the related
Mortgage, Mortgage Note or other pertinent document, if so allowed by the terms of such documents. Notwithstanding anything herein
or in the related Mortgage Loan documents to the contrary (but subject to the Special Servicer’s right to process any request
with respect to a Major Decision or Special Servicer Decision or to consent to the Master Servicer processing such request pursuant
to Section 8.7(f)), 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


 






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be rated “AAA” (or its equivalent) by the applicable NRSROs; provided,
that, in any case, the Master Servicer has received an Opinion of Counsel that acceptance of such Defeasance Collateral will not
cause an Adverse REMIC Event (which Opinion of Counsel, to the extent not inconsistent with the related Mortgage Loan documents,
shall be paid for by the related Mortgagor).


 


The
parties hereto acknowledge that if the payments described in paragraph 32 of Exhibit 2 to the Mortgage Loan Purchase
Agreements regarding the obligation of a Mortgagor to pay the reasonable costs and expenses associated with a defeasance of the
related Mortgage Loan are insufficient to reimburse the Trust, including, but not limited to, rating agency fees, then the sole
obligation of the related Seller shall be to pay an amount equal to such insufficiency or expense to the extent the related Mortgagor
is not required to pay such amount. If any amount is due under the preceding sentence for any Joint Mortgage Loan, then each of
the applicable Sellers shall be required to pay only such party’s pro rate share. Promptly upon receipt of notice of such
insufficiency or unpaid expense, the Master Servicer shall request the related Seller to make such payment by deposit to the Collection
Account.


 


In
the case of a Specially Serviced Mortgage Loan, the Master Servicer shall process any defeasance of such Specially Serviced Mortgage
Loan in accordance with the original terms of the respective Mortgage Loan documents, subject to the Special Servicer’s
right to service Specially Serviced Mortgage Loans, manage any related REO Properties and process Major Decisions and Special
Servicer Decisions pursuant to Section 9.1(a) herein.


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans 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 originated or acquired by MSMCH and subject to defeasance,
the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to MSMCH or its assignee.
Until such time as MSMCH provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with MSMCH Defeasance
Rights and Obligations shall be delivered to MSMCH pursuant to 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 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


 






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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 other than the Mortgage Loans secured by the Mortgaged Properties identified
as “Town Center at Celebration”, “Parkview Townhomes” and “103 Market Place Drive” on the
Mortgage Loan Schedule.  If the Master Servicer receives notice of a defeasance request with respect to a CIBC Loan subject
to defeasance (other than the Mortgage Loans secured by the Mortgaged Properties identified as “Town Center at Celebration”,
“Parkview Townhomes” and “103 Market Place Drive” on the Mortgage Loan Schedule), 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. The Master Servicer shall promptly forward
any such notices to the Special Servicer.


 


(j)          Subject
to the rights of the Controlling Class Representative 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 under any Loan Pair, and (iii) any Mortgage Loan
with any related mezzanine loan, does not constitute a Specially Serviced Mortgage Loan, and (B) the Special Servicer shall be
entitled (other than with respect to Non-Serviced Mortgage Loans), during any period when the notes or other obligations listed
in clauses (A)(i) through (iii) above constitute Specially Serviced Mortgage Loans, to exercise the rights and powers granted
under the related Intercreditor Agreement or mezzanine loan intercreditor agreement to the “Controlling Note Holder”,
“Note A


 






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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 “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 by any
sub-servicer appointed by it. Other than with respect to the agreements with any other sub-servicer (including the Seller Sub-Servicer)
under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any
arrangement or agreement between the Master Servicer and a sub-servicer shall provide that such agreement or arrangement may be
terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated
in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders,
the holder of any Serviced Companion Loan or the holder of any Serviced B Note shall have any direct obligation or liability (including,
without limitation, indemnification obligations) with respect to any sub-servicer. The Master Servicer shall be solely responsible
for the payment of compensation to any sub-servicer appointed by it. The Master Servicer shall pay the costs of enforcement against
any of its sub-servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting
from such enforcement only to the extent that such recovery exceeds all amounts due in


 






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respect of the related Mortgage Loans or
(ii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement
is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any of the provisions
of this Agreement relating to agreements or arrangements between the Master Servicer or a sub-servicer, or reference to actions
taken through a sub-servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the
Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering
of the applicable Mortgage Loans and the Serviced Companion Loans 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 and Serviced Companion Loans, 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 accordance with the terms of this Agreement.


 


(b)         Subject
to the limitations of subsection (a), the Master Servicer may appoint one or more sub-servicers to perform all or
any portion of its duties hereunder for the benefit of the Trust, the Trustee and the Certificateholders provided that,
after the Closing Date, if and for so long as the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant
to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the
Master Servicer shall not enter into a sub-servicing agreement with any Prohibited Party.


 


(c)          Notwithstanding
anything herein to the contrary, any sub-servicing agreement with a Sub-Servicer shall provide that (i) the failure of such
Sub-Servicer to comply with any of the requirements of Article XIII of this Agreement, (ii) if
and for so long as the Trust or, with respect to any Serviced Companion Loan that is deposited into a trust created pursuant
to an Other Companion Loan Pooling and Servicing Agreement, such other trust, is subject to the reporting requirements of the
Exchange Act, the failure of such Sub-Servicer to comply with any requirements to deliver any items
required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any commercial
mortgage loan securitization or (iii) the status of such Sub-Servicer as a Prohibited Party
at any time during which the Trust is subject to the reporting requirements of the Exchange Act, shall each constitute
an event of default by such Sub-Servicer under such sub-servicing agreement upon the occurrence of which any of the Master Servicer
(with respect to any Sub-Servicer engaged by it), the Special Servicer (with respect to any Sub-Servicer engaged by it) or the
Depositor shall have the right to immediately terminate such Sub-Servicer and that such termination shall be deemed for cause.


 


Section
8.5     Master Servicer May Own Certificates. The Master Servicer and
any agent of the Master Servicer in its individual or any other capacity may become the owner or pledgee of Certificates with
the same rights it would have if it were not the Master Servicer or such agent. Any such interest of the Master Servicer or such
agent in the Certificates shall not be taken into account when evaluating whether actions of the Master Servicer are consistent
with its obligations in accordance with the Servicing Standard regardless of whether


 






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such actions may have the effect of benefiting
the Class or Classes of Certificates owned by the Master Servicer.


 


Section
8.6     Maintenance of Hazard Insurance, Other Insurance, Taxes and Other. Subject to the limitations
set forth below, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to cause the related
Mortgagor to maintain for each Mortgage Loan (other than any REO Mortgage Loans and any Non-Serviced Mortgage Loans) (A) a
Standard Hazard Insurance Policy (that, if the terms of the related Mortgage Loan documents and the related Mortgage so require
or so permit the holder of such Mortgage Loan to require, contains no exclusion for damages due to any Act or Acts of Terrorism,
as defined in the Terrorism Risk Insurance Act of 2002) and which does not provide for reduction due to depreciation in an amount
that is at least equal to the lesser of (i) the full replacement cost of improvements securing such Mortgage Loan or (ii) the
outstanding Unpaid Principal Balance of such Mortgage Loan and any related Serviced B Note and/or Serviced Companion Loan, but,
in any event, in an amount sufficient to avoid the application of any co-insurance clause and (B) any other insurance coverage
for such Mortgage Loan which the related Mortgagor is required to maintain under the related Mortgage. If the related Mortgagor
does not maintain the insurance set forth in clauses (A) and (B) above, then the Master Servicer shall cause
such insurance to be maintained with a Qualified Insurer, provided the Master Servicer shall not be required to maintain
earthquake insurance on any Mortgaged Property unless (x) such insurance was required at origination and is available at commercially
reasonable rates and (y) the Trustee has an insurable interest. The Master Servicer shall be deemed to have satisfied its obligations
with respect to clause (A) above if the Mortgagor maintains, or the Master Servicer shall have otherwise caused to
be obtained, a Standard Hazard Insurance Policy that is in compliance with the related Mortgage Loan documents, and, if required
by such Mortgage Loan documents or if such Mortgage Loan documents permit the holder of such Mortgage Loan to require, the Mortgagor
pays, or the Master Servicer shall have otherwise caused to be paid, the premium required by the related insurance provider that
is necessary to avoid an exclusion in such policy against “acts of terrorism” as defined by the Terrorism Risk Insurance
Act of 2002.


 


Each
Standard Hazard Insurance Policy maintained with respect to any Mortgaged Property that is not an REO Property shall contain,
or have an accompanying endorsement that contains, a standard mortgagee clause. If the improvements on the Mortgaged Property
are located in a designated special flood hazard area by the Federal Emergency Management Agency in the Federal Register, as amended
from time to time (to the extent permitted under the related Mortgage Loan documents or as required by law), the Master Servicer
(with respect to any Mortgaged Property that is not an REO Property) shall, consistent with the Servicing Standard, cause flood
insurance to be maintained. Such flood insurance shall be in an amount equal to the lesser of (i) the Unpaid Principal Balance
of the related Mortgage Loan, Loan Pair or A/B Whole Loan, as applicable, or (ii) the maximum amount of such insurance available
for the related Mortgaged Property under the national flood insurance program, if the area in which the improvements on the Mortgaged
Property are located is participating in such program. Any amounts collected by the Master Servicer under any such policies (other
than amounts to be applied to the restoration or repair of the related Mortgaged Property or property thus acquired or amounts
released to the Mortgagor in accordance with the terms of the applicable Mortgage Loan documents) shall be deposited in the Collection
Account.


 






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Any
cost (such as insurance premiums and insurance broker fees but not internal costs and expenses of obtaining such insurance) incurred
by the Master Servicer in maintaining any insurance pursuant to this Section 8.6 shall not, for the purpose of calculating
monthly distributions to the Certificateholders or remittances to the Certificate Administrator for their benefit, be added to
the principal balance of the related Mortgage Loan, notwithstanding that the terms of the related Mortgage Loan documents permit
such cost to be added to the outstanding principal balance thereof. Such costs shall be paid as a Servicing Advance by the Master
Servicer, subject to Section 4.4 hereof.


 


Notwithstanding
the above, the Master Servicer shall have no obligation beyond using its reasonable efforts consistent with the Servicing Standard
to enforce such insurance requirements. Furthermore, the Master Servicer shall not be required in any event to cause the Mortgagor
to maintain or itself obtain insurance coverage (i) beyond what is available on commercially reasonable terms at a cost customarily
acceptable (in each case, as determined by the Master Servicer, which shall be entitled to rely, at its sole expense, on insurance
consultants in making such determination, consistent with the Servicing Standard) and consistent with the Servicing Standard or
(ii) in the case of the Master Servicer obtaining such insurance, if the Trustee does not have an insurable interest; provided
that 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 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 rating is not less than “A (low)” by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating
by at least two other NRSROs (which may include S&P, Fitch and/or Moody’s) (or an A.M. Best equivalent)), not less than
“A3” as rated by Moody’s and not less than “A-” as rated by Fitch), self-insures for its obligations
as set forth in the first paragraph of this Section 8.6. If the Master Servicer shall cause any Mortgage Loan to be
covered by such a master force placed or blanket insurance policy, the incremental cost of such insurance allocable to such Mortgage
Loan (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgage Loan is then
covered thereby), if not borne by the related Mortgagor, shall be paid by the Master Servicer as a Servicing Advance. If such
policy contains a deductible clause, the Master Servicer shall, if there shall not have been maintained on the related Mortgaged
Property a policy complying with this Section 8.6 and there


 






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shall have been a loss that would have been covered by
such policy, deposit in the Collection Account the amount not otherwise payable under such master force placed or blanket insurance
policy because of such deductible clause to the extent that such deductible exceeds (i) the deductible under the related
Mortgage Loan documents or (ii) if there is no deductible limitation required under such Mortgage Loan documents, the deductible
amount with respect to insurance policies generally available on properties similar to the related Mortgaged Property which is
consistent with the Servicing Standard, and deliver to the Trustee an Officer’s Certificate describing the calculation of
such amount. In connection with its activities as administrator and servicer of the Mortgage Loans, any Serviced Companion Loan
and any Serviced B Note, the Master Servicer agrees to present, on its behalf and on behalf of the Trustee and the holders of
any Serviced Companion Loan or any Serviced B Note, claims under any such master force placed or blanket insurance policy.


 


With
respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan), the Master Servicer shall maintain accurate records
with respect to each related Mortgaged Property reflecting the status of taxes, assessments and other similar items that are or
may become a lien on the related Mortgaged Property and the status of insurance premiums payable with respect thereto. From time
to time, the Master Servicer (other than with respect to any REO Mortgage Loan, REO Serviced B Note or Non-Serviced Mortgage Loan)
shall (i) obtain all bills for the payment of such items (including renewal premiums), and (ii) except in the case of
Mortgage Loans under which Escrow Amounts are not held by the Master Servicer, effect payment of all such bills, taxes and other
assessments with respect to such Mortgaged Properties prior to the applicable penalty or termination date, in each case employing
for such purpose Escrow Amounts as allowed under the terms of the related Mortgage Loan documents. If a Mortgagor fails to make
any such payment on a timely basis or collections from the Mortgagor are insufficient to pay any such item before the applicable
penalty or termination date, the Master Servicer in accordance with the Servicing Standard shall use its reasonable efforts to
pay as a Servicing Advance the amount necessary to effect the payment of any such item prior to such penalty or termination date,
subject to Section 4.4 hereof. No costs incurred by the Master Servicer or the Trustee as the case may be, in effecting
the payment of taxes and assessments on the Mortgaged Properties and related insurance premiums and ground rents shall, for the
purpose of calculating distributions to Certificateholders, be added to the principal balance of the Mortgage Loans, notwithstanding
that the terms of the related Mortgage Loan documents permit such costs to be added to the outstanding principal balances thereof.


 


Section
8.7     Enforcement of Due-on-Sale Clauses; Assumption Agreements; Due-on-Encumbrance
Clause.


 


(a)          If
the Master Servicer receives a request from a Mortgagor (or other obligor) pursuant to the provisions of any Mortgage Loan, Serviced
Companion Loan or Serviced B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced Mortgage Loan) that expressly
permits, subject to any conditions set forth in the related Mortgage Loan documents, the assignment of the related Mortgaged Property
to, and assumption of such Mortgage Loan, Serviced Companion Loan or Serviced B Note by, another Person, then the Master Servicer
shall 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


 






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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 obtain relevant information
for purposes of evaluating such request and in all cases, shall send such information to the Special Servicer for determination
of the satisfaction of such conditions in accordance with the terms of this Section 8.7(a).


 


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 promptly deliver any such request that involves a Major Decision or Special Servicer Decision
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), together with any information in the possession of the Master Servicer that
is reasonably necessary for the Special Servicer to make a decision with respect to such Mortgagor’s request. Subject to
Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer shall, in accordance
with the Servicing Standard (and, with respect to any such request that constitutes a Major Decision or Special Servicer Decision,
while directly processing such request), grant or withhold consent to any such request for 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. With respect to any such request processed by the Master Servicer in accordance with Section 8.7(f),
(x) the Master Servicer shall obtain the consent of the Special Servicer and such consent of the Special Servicer shall be deemed
given if not denied within the period contemplated by Section 10.3, (y) the Master Servicer shall act accordingly and shall
not permit any such assignment or assumption or waive any such due-on-sale clause unless (i) it has received the written consent
of the Special Servicer or such consent has been deemed to have been granted as set forth in the preceding clause (x),
and (ii) with respect to any A/B Whole Loan or Loan Pair, the Master Servicer has obtained the approval of the holder of the related
Serviced B Note or Serviced Companion Loan, as applicable, to the extent provided for in the related Intercreditor Agreement,
and in accordance with any procedures therefor set forth in Section 10.13 and (z) if the Special Servicer withholds
consent pursuant to the provisions of this Agreement, it shall provide the Master Servicer with a written statement and a verbal
explanation, as necessary, as to its reasoning and analysis.


 


The
Special Servicer (upon deciding to grant consent (subject to Section 10.3 and the terms and conditions of any related
Intercreditor Agreement) to any proposed assignment and assumption) or, with respect to any request that does not constitute a
Major Decision or Special Servicer Decision, the Master Servicer (upon consent or deemed consent by the Special Servicer (subject
to Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed assignment and
assumption) shall process such request of the related Mortgagor (or other obligor) and shall be authorized to enter into an assignment
and assumption or


 






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substitution agreement with the Person to whom the related Mortgaged Property has been or is proposed to be
conveyed, and/or release the original Mortgagor from liability under the related Mortgage Loan, Serviced Companion Loan or Serviced
B Note and substitute as obligor thereunder the Person to whom the related Mortgaged Property has been or is proposed to be conveyed;
provided that neither the Special Servicer nor the Master Servicer shall enter into any such agreement to the extent that
any terms thereof would result in an Adverse REMIC Event or an Adverse Grantor Trust Event or create any lien on a Mortgaged Property
that is senior to, or on parity with, the lien of the related Mortgage. To the extent permitted by applicable law, neither the
Special Servicer nor the Master Servicer shall enter into such an assumption or substitution agreement unless the credit status
of the prospective new Mortgagor (or other obligor) is in conformity to the terms of the related Mortgage Loan and, if applicable,
Serviced B Note or Serviced Companion Loan documents. The Master Servicer, in making its recommendation to the Special Servicer
and the Special Servicer, in consenting to the action of the Master Servicer, shall evaluate such conformity in accordance with
the Servicing Standard.


 


Neither
the Master Servicer nor the Special Servicer shall have any liability, and each of them shall be indemnified by the Trust for
any liability to the Mortgagor or the proposed assignee, for any delay in responding to requests for assumption, if the same shall
occur as a result of the failure of any Rating Agency to respond to such request in a reasonable period of time.


 


(b)          Prior
to consenting to any assignment and assumption or waiver of a “due-on-sale” clause pursuant to Section 8.7(a)
with respect to any Mortgage Loan, Serviced Companion Loan or B Note, the Special Servicer or, with respect to any request
that does not constitute a Major Decision or Special Servicer Decision, the Master Servicer, as applicable, shall provide a Rating
Agency Communication to the 17g-5 Information Provider with respect to any securities that are rated by any such NRSRO and evidence
direct beneficial interests in a Serviced Companion Loan or Serviced B Note regarding such assignment and assumption or waiver
if (A) the Unpaid Principal Balance of the related Mortgage Loan at such time equals or exceeds 5% of the Aggregate Certificate
Balance of the Principal Balance Certificates or exceeds $35,000,000 or (B) the related Mortgage Loan is one of the then current
ten (10) largest Mortgage Loans or groups of Crossed Mortgage Loans (by Unpaid Principal Balance) in the Trust Fund; provided,
no Rating Agency Communication will be required under such circumstances if the Unpaid Principal Balance of the related Mortgage
Loan is less than $5,000,000. In connection with each such Rating Agency Communication, the Special Servicer or the Master Servicer,
as applicable, shall prepare and, subject to Section 5.7, deliver to the Rating Agencies a memorandum outlining its
analysis and recommendation in accordance with the Servicing Standard, together with copies of all relevant documentation, and
shall promptly forward copies of the assignment and assumption documents relating to the applicable Mortgage Loan, Serviced Companion
Loan or Serviced B Note to the Special Servicer (if the Master Servicer is processing the matter), the Master Servicer (if the
Special Servicer is processing the matter), the Certificate Administrator, the Custodian, the 17g-5 Information Provider and the
Trustee, and the Special Servicer or the Master Servicer, as applicable, shall promptly thereafter, subject to Section 5.7,
forward such documents to the Rating Agencies.


 


(c)          The
Special Servicer and the Master Servicer, in each case, for the benefit of the Certificateholders, the holder of any related Serviced
Companion Loan and the holder of


 






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any related Serviced B Note, shall execute any necessary instruments (pursuant to subsection
(a)) for such assignment and assumption agreements. Upon the closing of the transactions contemplated by such documents, the Special
Servicer or the Master Servicer, as applicable, shall cause the originals of the assignment and assumption agreement, the release
(if any), or the modification or supplement to the related Mortgage Loan, Serviced Companion Loan or Serviced B Note to be delivered
to the Custodian (with a copy thereof to the Master Servicer (if delivered by the Special Servicer) or the Special Servicer (if
delivered by the Master Servicer)) except to the extent such documents have been submitted to the recording office, in which event
the Special Servicer or the Master Servicer, as applicable, shall promptly deliver copies of such documents to the Custodian,
the Master Servicer (if the Special Servicer is processing the matter) and the Special Servicer (if the Master Servicer is processing
the matter).


 


(d)          If
any Mortgage Loan, Serviced Companion Loan or Serviced B Note (other than a Specially Serviced Mortgage Loan or a Non-Serviced
Mortgage Loan) which contains a provision in the nature of a “due-on-encumbrance” clause, which by its terms:


 


(i)          provides
that such Mortgage Loan, Serviced Companion Loan or Serviced B Note, as applicable, shall (or may at the mortgagee’s option)
become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or a lien
on an ownership interest in the Mortgagor; or


 


(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 such
request. The Master Servicer shall then, subject to Section 10.3 and the terms and conditions of any related Intercreditor
Agreement, promptly deliver any such request to the Special Servicer, together with any information in the possession of the Master
Servicer that is reasonably necessary for the Special Servicer to make a decision with respect to such Mortgagor’s request.
Subject to Section 10.3 and the terms and conditions of any related Intercreditor Agreement, the Special Servicer
shall, in accordance with the Servicing Standard (and, with respect to any such request that constitutes a Major Decision or Special
Servicer Decision, while directly processing such request), grant or withhold consent to any such request for waiver of such due-on-encumbrance
clause. With respect to any such request processed by the Master Servicer in accordance with Section 8.7(f), (x) the Master
Servicer shall obtain the consent of the Special Servicer and such consent of the Special Servicer shall be deemed given if not
denied within the time period contemplated by Section 10.3, (y) the Master Servicer shall act accordingly and shall not
permit any such waiver unless it has received the written consent of the Special Servicer or such consent has been deemed to have
been granted as set forth in this sentence and (z) if the Special Servicer withholds consent pursuant to the foregoing provisions,
it shall provide the Master Servicer with a written statement and a verbal explanation, as necessary, as to its reasoning and
analysis.


 


The
Special Servicer (upon deciding to grant consent (subject to Section 10.3 and the terms and conditions of any related Intercreditor
Agreement) to any proposed waiver) or the


 






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Master Servicer (upon consent or deemed consent by the Special Servicer (subject to
Section 10.3 and the terms and conditions of any related Intercreditor Agreement) to any proposed waiver) shall process
such request of the related Mortgagor subject to the other requirements set forth above.


 


(e)          Prior
to consenting to any waiver of a “due-on-encumbrance” clause pursuant to Section 8.7(d) with respect to
any Mortgage Loan, Serviced Companion Loan or Serviced B Note, the Special Servicer or, with respect to any request that does
not constitute a Major Decision or Special Servicer Decision, the Master Servicer, as applicable, shall provide a Rating Agency
Communication regarding such waiver to each Rating Agency, the 17g-5 Information Provider and each Other NRSRO with respect to
any securities that are rated by any such NRSRO and evidence direct beneficial interests in a Serviced Companion Loan or Serviced
B Note.


 


Notwithstanding
anything to the contrary contained in this Section 8.7 that requires the consent of the Master Servicer or the Special
Servicer, as applicable, any such consent with respect to any A/B Whole Loan or any Loan Pair shall be obtained in accordance
with the related Intercreditor Agreement and within the time periods specified therein.


 


(f)          With
respect to any non-Specially Serviced Mortgage Loan (other than Non-Serviced Mortgage Loans), the Master Servicer shall forward
any request for consent to an assignment or assumption or for a waiver of a “due-on-sale” or “due-on-encumbrance”
clause described above that, in each case, involves a Major Decision or Special Servicer Decision to the Special Servicer. Unless
the Master Servicer and Special Servicer mutually agree that the Master Servicer shall process such request, the Special Servicer
shall process such request. If such request does not involve a Major Decision or Special Servicer Decision, the Master Servicer
shall process such request.


 


(g)          Notwithstanding
anything in this Agreement to the contrary, to the extent that the Master Servicer does not process a Major Decision or Special
Servicer Decision, the Master Servicer shall have no duty to deliver to the Special Servicer any analysis or recommendations in
connection with any such action but shall be required to provide all available information that is reasonably necessary for the
Special Servicer to make a decision with respect to the applicable Major Decision or Special Servicer Decision.


 


Section
8.8     Custodian to Cooperate; Release of Trust Mortgage Files.


 


(a)          Upon
the payment in full of any Mortgage Loan, the complete defeasance of a Mortgage Loan, satisfaction or discharge in full of any
Specially Serviced Mortgage Loan, the purchase of an A Note by the holder of a Serviced B Note pursuant to the related Intercreditor
Agreement, or the receipt by the Master Servicer of a notification that payment in full (or such payment, if any, in connection
with the satisfaction and discharge in full of any Specially Serviced Mortgage Loan) will be escrowed in a manner customary for
such purposes, and upon notification by the Master Servicer in the form of a certification (which certification shall include
a statement to the effect that all amounts received or to be received in connection with such payment which are required to be
deposited in the Collection Account have been or will be so deposited) of a Servicing Officer and a request for release of the
Trust Mortgage File


 






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in the form of Exhibit C hereto delivered to the Custodian (on the Trustee’s behalf), the
Custodian (on the Trustee’s behalf) shall promptly release the related Trust Mortgage File to the Master Servicer, and the
Custodian (on the Trustee’s behalf) shall deliver to the Master Servicer the deed of reconveyance or release, satisfaction
or assignment of mortgage or such instrument releasing the lien of the Mortgage, as directed by the Master Servicer together with
the Mortgage Note (or Mortgage Notes) with written evidence of cancellation thereon. The provisions of the immediately preceding
sentence shall not, in any manner, limit or impair the right of the Master Servicer to execute and deliver, on behalf of the Trustee,
the Certificateholders, the holder of any Serviced Companion Loan, the holder of any Serviced B Note or any of them, any and all
instruments of satisfaction, cancellation or assignment without recourse, representation or warranty, or of partial or full release
or discharge and all other comparable instruments, with respect to the Mortgage Loans, any Serviced Companion Loan or any Serviced
B Note, and with respect to the Mortgaged Properties held for the benefit of the Certificateholders, the holder of any Serviced
Companion Loan and the holder of any Serviced B Note. No expenses incurred in connection with any instrument of satisfaction or
deed of reconveyance shall be chargeable to the Distribution Account but shall be paid by the Master Servicer except to the extent
that such expenses are paid by the related Mortgagor in a manner consistent with the terms of the related Mortgage and applicable
law. From time to time and as shall be appropriate for the servicing of any Mortgage Loan, including for such purpose, collection
under any policy of flood insurance, any Servicer Fidelity Bond or Errors and Omissions Policy, or for the purposes of effecting
a partial or total release of any Mortgaged Property from the lien of the Mortgage or the making of any corrections to the Mortgage
Note (or Mortgage Notes) or the Mortgage or any of the other documents included in the Trust Mortgage File, the Custodian shall,
upon request of the Master Servicer and the delivery to the Custodian of a Request for Release signed by a Servicing Officer,
in the form of Exhibit C hereto, release the Trust Mortgage File to the Master Servicer.


 


(b)          With
respect to any Non-Serviced Loan Combination or the TKG 3 Retail Portfolio Loan Pair (on and after the TKG 3 Retail Portfolio
Companion Loan Securitization Date), if pursuant to the related Intercreditor Agreement and the Other Companion Loan Pooling and
Servicing Agreement, and as appropriate for enforcing the terms of such Non-Serviced Loan Combination or the TKG 3 Retail Portfolio
Loan Pair, as applicable, the related Other Master Servicer requests delivery to it of the original Mortgage Note, then the Custodian
shall release or cause the release of such original Mortgage Note to the related Other Master Servicer or its designee and shall
retain a copy thereof, subject to the execution of an agreement by such Other Master Servicer to safeguard such original Mortgage
Note and to return such original Mortgage Note promptly when no longer required by such Other Master Servicer for such purpose.


 


(c)          With
respect to any Loan Pair, if pursuant to the related Intercreditor Agreement, and as appropriate for enforcing the terms of such
Loan Pair, the Master Servicer requests from the related Other Custodian delivery to it of the original mortgage note evidencing
the related Serviced Companion Loan, the Master Servicer shall agree to safeguard such original mortgage note and to return such
original mortgage note promptly when no longer required by it for such purpose.


 


Section
8.9     Documents, Records and Funds in Possession of Master Servicer to
be Held for the Trustee for the Benefit of the Certificateholders. Notwithstanding any other provisions of this Agreement,
the Master Servicer shall transmit to


 






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the Trustee, the Certificate Administrator and the Custodian, to the extent required by
this Agreement, all documents and instruments coming into the possession of the Master Servicer from time to time and shall account
fully to the Trustee, the Certificate Administrator and the Custodian for any funds received or otherwise collected thereby, including
Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All Servicer Mortgage Files and funds collected or
held by, or under the control of, the Master Servicer in respect of any Mortgage Loans (or any Serviced B Note or Serviced Companion
Loan), whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, including
any funds on deposit in the Collection Account (or any Custodial Account), shall be held by the Master Servicer for and on behalf
of the Trustee and the Certificateholders (or the holder of any Serviced B Note or Serviced Companion Loan, as applicable) and
shall be and remain the sole and exclusive property of the Trust, subject to the applicable provisions of this Agreement. The
Master Servicer agrees that it shall not create, incur or subject any Servicer Mortgage Files or Trust Mortgage File or any funds
that are deposited in the Collection Account or any Escrow Account, or any funds that otherwise are or may become due or payable
to the Trustee, the Certificate Administrator or the Custodian, to any claim, lien, security interest, judgment, levy, writ of
attachment or other encumbrance, or assert by legal action or otherwise any claim or right of setoff against any Servicer Mortgage
Files or Trust Mortgage File or any funds collected on, or in connection with, a Mortgage Loan, except, however, that the Master
Servicer shall be entitled to receive from any such funds any amounts that are properly due and payable to the Master Servicer
under this Agreement.


 


Section
8.10     Servicing Compensation.


 


(a)          As
compensation for its activities hereunder, the Master Servicer shall be entitled to the Master Servicing Fee, which shall be payable
by the Trust from amounts held in the Collection Account (and from the related Custodial Account to the extent related solely
to any Serviced B Note or Serviced Companion Loan) or otherwise collected from the Mortgage Loans and, if applicable, A/B Whole
Loans and Loan Pairs (including a Mortgage Loan, A/B Whole Loan or Loan Pair that relates to an REO Property or is a Defeasance
Loan), including any Non-Serviced Mortgage Loan, as provided in Section 5.2. The Master Servicer’s rights to
the Master Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Master
Servicer’s responsibilities and obligations under this Agreement or as provided in the following paragraph with respect
to the Excess Servicing Fee.


 


The
Master Servicer and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense,
to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to
any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided, that no such transfer,
sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance
with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor
a certificate substantially in the form of Exhibit S-1 attached hereto, and (iii) the prospective transferee shall have
delivered to the Master Servicer and the Depositor a certificate substantially in the form of Exhibit S-2 attached hereto.
None of the Depositor, the Trustee, the Certificate Administrator, the Custodian, the Trust Advisor or the Certificate


 






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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 any successor
REO Loan with respect thereto to which the Excess Servicing Fee Right relates, shall pay, out of the Master Servicing Fee paid
to the Master Servicer with respect to such Mortgage Loan, Serviced Companion Loan or any successor REO Loan, as the case may
be, the related Excess Servicing Fee to the holder of such Excess Servicing Fee Right within one Business Day following the payment
of such Master Servicing Fee to the Master Servicer, in each case in accordance with payment instructions provided by such holder
in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement
except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Custodian, the Certificate
Registrar, the Trust Advisor, the Depositor, the Special Servicer or the Trustee shall have any obligation whatsoever regarding
payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.


 


(b)          Notwithstanding
anything herein to the contrary (and, in the case of any A/B Whole Loan, Loan Pair or Non-Serviced Loan Combination, subject to
any provisions of the applicable Intercreditor Agreement relating to the allocation of the amounts set forth below), the Master
Servicer shall be entitled to receive the following items as additional servicing compensation:


 


(i)          100%
of defeasance fees (provided, that for the avoidance of doubt, any such defeasance fee shall not include any Modification
Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement) actually collected
during the related Collection Period;


 


(ii)         (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 (A) is processed by the Special


 






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Servicer or
(B) 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, in each case 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 Special Servicer is not otherwise processing and 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 Special Servicer is not otherwise processing and 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;


 


(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 Special Servicer is not otherwise processing and 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 (A) is processed by the Special
Servicer or (B) 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 (regardless of whether the Master Servicer or the Special Servicer processes the assumption);


 


(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 Special Servicer is not otherwise processing and 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 (A) is processed by the Special Servicer or (B) the Master Servicer is not


 






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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;


 


(viii)      100%
of charges for beneficiary statements or demands actually paid by the Mortgagors under Non-Specially Serviced Mortgage Loans;


 


(ix)        (a)
100% of other loan processing fees actually paid by the Mortgagors under Non-Specially Serviced Mortgage Loans to the extent that
the Special Servicer is not otherwise processing the associated action and the consent of the Special Servicer is not required
in connection with the associated action and (b) 50% of other loan processing fees actually paid by the Mortgagors under
Non-Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is required in connection with the
associated action or such action is processed by the Special Servicer;


 


(x)         Interest
or other income earned on deposits in the Collection Account maintained by the Master Servicer, in accordance with Section 5.2
(net of any investment losses with respect to the Collection Account); and


 


(xi)        After
application as set forth in Section 5.2(b), any Excess Penalty Charges earned on Non-Specially Serviced Mortgage Loans.


 


(c)          The
Master Servicer shall also be entitled to additional servicing compensation of (i) an amount equal to the excess, if any,
of the aggregate Prepayment Interest Excess collected with respect to Mortgage Loans that are not Specially Serviced Mortgage
Loans, during each Collection Period over the aggregate Prepayment Interest Shortfalls incurred with respect to such Mortgage
Loans during such Collection Period, and (ii) to the extent not required to be paid to any Mortgagor under applicable law,
any interest or other income earned on deposits in the Escrow Accounts.


 


Section
8.11     Master Servicer Reports; Account Statements.


 


(a)          For
each Distribution Date, (i) the Master Servicer shall deliver to the Certificate Administrator (or with respect to a Serviced
Companion Loan, to the holder thereof or its servicer), no later than 2:00 p.m., New York City time, on the related Advance
Report Date, the Master Servicer Remittance Report with respect to such Distribution Date including any information regarding
prepayments and Balloon Payments made and any CREFC® License Fee to be paid to CREFC® and (ii) the
Master Servicer shall report to the Certificate Administrator on or prior to the related Advance Report Date, the amount of the
P&I Advance, if any, to be made by the Master Servicer on the related Master Servicer Remittance Date. The Special Servicer
is required to provide all applicable information relating to Specially Serviced Mortgage Loans reasonably necessary in order
for the Master Servicer to satisfy its duties in this Section 8.11. The Master Servicer Remittance Report shall be
updated no later than 12:00 p.m., New York City time, on the Master Servicer Remittance Date to reflect any payment on a
Mortgage Loan, a Serviced Companion Loan or a Serviced B Note for which the Scheduled Payment is paid on a Due Date (or within
its grace period) that occurs after the end of the related


 






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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.


 


(c)          The
Master Servicer shall promptly inform the Special Servicer of the name, account number, location and other necessary information
concerning the Collection Account in order to permit the Special Servicer to remit amounts to the Master Servicer for deposit
therein.


 


(d)          The
Master Servicer shall deliver or cause to be delivered to the Certificate Administrator and the holder of any Serviced Companion
Loan (in respect of such Serviced Companion Loan) the following CREFC® Reports with respect to the Mortgage Loans
(and, if applicable, the related REO Properties and, to the extent received from the applicable Non-Serviced Mortgage Loan Master
Servicer, any Non-Serviced Mortgage Loan) providing the required information as of the related Determination Date upon the following
schedule: (i) a CREFC® Comparative Financial Status Report and the CREFC® Financial File not
later than one (1) Business Day prior to each Distribution Date, commencing in July 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 July 2015; (iv) a CREFC® Loan Setup File (with respect
to the initial Distribution Date only) not later than the Report Date in July 2015; (v) a CREFC® Loan Periodic
Update File not later than each Advance Report Date commencing in July 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 July 2015; (vii) a CREFC® Delinquent Loan Status Report not
later than one (1) Business Day prior to each Distribution Date, commencing in July 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 July 2015; (ix) a CREFC® Loan Level Reserve/LOC Report not later than one (1) Business
Day prior to each Distribution Date, commencing in July 2015; (x) a CREFC® REO Status Report not later than
one (1) Business Day prior to each Distribution Date, commencing in July 2015; and (xi) a CREFC® Total Loan
Report not later than one (1) Business Day prior to each Distribution Date, commencing in July 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


 






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Master Servicer and the Special Servicer not later than the Special Servicer Remittance Date prior
to the related Master Servicer Remittance Date in the form required under Section 9.32. The Master Servicer’s
responsibilities under this Section 8.11(d) with respect to REO Mortgage Loans and Specially Serviced Mortgage Loans
shall be subject to the satisfaction of the Special Servicer’s obligations under Section 9.32. The reporting
obligations of the Master Servicer in connection with any A/B Whole Loan shall be construed to refer only to such information
regarding the A/B Whole Loan (and its related Mortgaged Property) and by reference to the related A Note only, but whenever
the Master Servicer remits funds to the holder of the related Serviced B Note, it shall thereupon deliver to such holder a remittance
report identifying the amounts in such remittance.


 


(e)          For
each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator (and solely with respect to any A/B
Whole Loan, the holder of the related Serviced B Note and solely with respect to any Loan Pair, the holder of the related Serviced
Companion Loan), not later than one (1) Business Day prior to each Distribution Date, a CREFC® Servicer Watch List.
The Master Servicer shall list any Mortgage Loan on the CREFC® Servicer Watch List as to which any of the events
specified in the CREFC® Servicer Watch List published by the CREFC® for industry use has occurred.


 


(f)          If
the Master Servicer delivers a notice of drawing to effect a drawing on any letter of credit or debt service reserve account under
which the Trust has rights as the holder of any Mortgage Loan for purposes other than payment or reimbursement of amounts contemplated
in and by a reserve or escrow agreement (other than after a default under an applicable Mortgage Loan or Serviced B Note), the
Master Servicer shall, within five (5) Business Days following its receipt of the proceeds of such drawing, deliver notice
thereof to the Special Servicer, the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period) and the Certificate Administrator, which notice shall set forth (i) the Unpaid Principal Balance of
such Mortgage Loan or Serviced B Note immediately before and immediately after the drawing, and (ii) a brief description
of the circumstances that in the Master Servicer’s good faith and reasonable judgment entitled the Master Servicer to make
such drawing.


 


Section
8.12     Reserved.


 


Section
8.13     Reserved.


 


Section
8.14     CREFC® Operating Statement Analysis Reports Regarding
the Mortgaged Properties. The Master Servicer (in the case of Non-Specially Serviced Mortgage Loans) and the Special Servicer
(in the case of Specially Serviced Mortgage Loans and REO Loans (other than any Non-Serviced Mortgage Loan that has become an
REO Loan)) shall use reasonable efforts to collect from the related Mortgagors any and all operating statements, other financial
statements and rent rolls required to be delivered pursuant to the related Mortgage Loan documents after the Closing Date, and
the Special Servicer shall deliver copies within ten (10) Business Days of receipt of all such items collected by it to the Master
Servicer. On a calendar quarterly basis within forty-five (45) days after the Master Servicer’s receipt of the related Mortgagor’s
quarterly financial statements (commencing within forty-five (45) days of the receipt of related Mortgagor’s financial statements
for the quarter ending September 30, 2015)


 






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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, 2015), the
Master Servicer (in the case of all Mortgage Loans (other than any Non-Serviced Mortgage Loan)) shall deliver or make available
electronically to the Certificate Administrator and the Controlling Class Representative (during any Subordinate Control Period
and any Collective Consultation Period) a CREFC® Operating Statement Analysis Report and a CREFC®
Financial File for each Mortgaged Property (in electronic format), prepared, to the extent so required by the then current CREFC®
investor reporting package, using the normalized quarterly and normalized year-end operating statements and rent rolls of
each applicable Mortgagor, and a copy of the actual operating statements, financial statements and rent rolls provided by each
Mortgagor (to the extent provided to the Master Servicer by or on behalf of each Mortgagor, or, in the case of Specially Serviced
Mortgage Loans, as provided to the Special Servicer, copies of which the Special Servicer shall forward to the Master Servicer
within ten (10) Business Days of receipt thereof); provided, however, that the analysis with respect to the first calendar
quarter of 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)
shall deliver or make available electronically to the Certificate Administrator and the Controlling Class Representative (during
any Subordinate Control Period and any Collective Consultation Period) a CREFC® Operating Statement Analysis Report,
a CREFC® Financial File and a CREFC® NOI Adjustment Worksheet for each Mortgage Loan (in electronic
format), based on the most recently available year-end operating statements and most recently available rent rolls of each applicable
Mortgagor (to the extent provided to the Master Servicer by or on behalf of each Mortgagor, or, in the case of Specially Serviced
Mortgage Loans, as provided to the Special Servicer, which the Special Servicer shall forward to the Master Servicer on or before
May 31st of each such year), containing such information and analyses for each Mortgage Loan (other than Non-Serviced
Mortgage Loans) provided for in the respective forms of a CREFC® Operating Statement Analysis Report, CREFC®
Financial File and a CREFC® NOI Adjustment Worksheet as would customarily be included in accordance with
the Servicing Standard including, without limitation, Debt Service Coverage Ratios and income, subject, in the case of any Non-Serviced
Mortgage Loan, to the receipt of such report from the applicable Non-Serviced Mortgage Loan Master Servicer or the applicable
Non-Serviced Mortgage Loan Special Servicer. The Master Servicer shall make reasonable efforts, consistent with the Servicing
Standard, to obtain such reports from the applicable Non-Serviced Mortgage Loan Master Servicer or the applicable Non-Serviced
Mortgage Loan Special Servicer. In addition, the Master Servicer shall deliver to the Certificate Administrator and the Special
Servicer, and upon request the Master Servicer shall make available to the Rating Agencies (subject to Section 5.7),
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.


 






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Section
8.15     Other Available Information and Certain Rights of the Master Servicer.


 


(a)          Subject
to Section 5.7 and the restrictions described below, the Master Servicer shall afford any Privileged Person, any Seller,
any holder of a Serviced Companion Loan or any holder of a Serviced B Note, upon reasonable prior notice and during normal business
hours, reasonable access to all relevant, non-attorney-client-privileged records and documentation regarding the applicable Mortgage
Loans (other than Non-Serviced Mortgage Loans), any REO Property and all accounts, insurance policies and other relevant matters
relating to this Agreement (which access may occur by means of the availability of information on the Master Servicer’s
internet website), and access to Servicing Officers of the Master Servicer responsible for its obligations hereunder. Copies of
information or access will be provided to Certificateholders and each Certificate Owner and prospective investor providing satisfactory
evidence of legal or beneficial ownership of, or intent to purchase, a Certificate, as the case may be, which shall be in the
form of an Investor Certification (which shall include a certification that the Person requesting such information is not a Mortgagor
under any such Mortgage Loan, a Manager of any Mortgaged Property or an Affiliate or agent, principal, partner, member, joint
venturer, limited partner, employee, representative, director, trustee or advisor of, or any investor in, any of the foregoing).
Copies (or computer diskettes or other digital or electronic copies of such information if reasonably available in lieu of paper
copies) of any and all of the foregoing items shall be made available by the Master Servicer upon request; provided, that
the Master Servicer shall be permitted to require payment by the requesting party (other than the Depositor, the Trustee, the
Custodian, the Certificate Administrator, the Special Servicer, the Controlling Class Representative, the Trust Advisor, any Underwriter
or any Initial Purchaser) of a sum sufficient to cover the reasonable expenses actually incurred by the Master Servicer of providing
access or copies (including electronic or digital copies) of any such information requested in accordance with the preceding sentence.


 


(b)          Nothing
herein shall be deemed to require the Master Servicer to confirm, represent or warrant the accuracy of (or to be liable or responsible
for) any other Person’s information or report. Notwithstanding the above, the Master Servicer shall not have any liability
to any Person to whom it delivers information pursuant to this Section 8.15 or any other provision of this Agreement
for federal, state or other applicable securities law violations relating to the disclosure of such information. If any Person
brings any claims relating to or arising from the foregoing against the Master Servicer (or any employee, attorney, officer, director
or agent thereof), the Trust (from amounts held in any account (including, subject to the related Intercreditor Agreement, with
respect to any such claims relating to a Serviced Companion Loan or a Serviced B Note, from amounts held in the related Custodial
Account) or otherwise) shall hold harmless and indemnify the Master Servicer from any loss or expense (including attorney fees)
relating to or arising from such claims.


 


(c)          The
Master Servicer shall produce the reports required of it under this Agreement; provided, that the Master Servicer shall
not be required to produce any ad hoc non-standard written reports with respect to any Mortgage Loans. If the Master Servicer
elects to provide such non-standard reports, it may require the Person requesting such report (other than a Rating Agency) to
pay a reasonable fee to cover the costs of the preparation thereof. Any transmittal of information by the Master Servicer to any
Person other than the Trustee, the


 






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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-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 from purchasing or selling such Certificates
in circumstances where the other party to the transaction is not also in possession of such information. You also acknowledge
and agree that such information is being provided to you for the purpose of, and such information may be used only in connection
with, evaluation by you or another Certificateholder, Certificate Owner or prospective purchaser of such Certificates or beneficial
interest therein.”


 


(d)          The
Master Servicer may, at its discretion, make available by electronic media and bulletin board service certain information and
may make available by electronic media or bulletin board service (in addition to making such information available as provided
herein) any reports or information required by this Agreement that the Master Servicer is required to provide to any of the Rating
Agencies, the Depositor and anyone the Depositor reasonably designates.


 


(e)          Subject
to Section 5.7, the Master Servicer shall cooperate in providing the Rating Agencies with such other pertinent information
relating to the Mortgage Loans as is or should be in their respective possession as the Rating Agencies may reasonably request.


 


Section
8.16     Rule 144A Information. For as long as any of the Certificates
are “restricted securities” within the meaning of Rule 144A under the Securities Act, the Master Servicer agrees
to provide to the Certificate Administrator for delivery to any Holder thereof, any Certificate Owner therein and to any prospective
purchaser of the Certificates or beneficial interest therein reasonably designated by the Certificate Administrator upon the request
of such Certificateholder, such Certificate Owner or the Certificate Administrator subject to this Section 8.16 and
the provisions of Sections 5.4 and 8.15, any information prepared by the Master Servicer that any such entity
requests as being required to be provided to such holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
under the Securities Act.


 


Any
recipient of information provided pursuant to this Section 8.16 shall agree that such information shall not be disclosed
or used for any purpose other than the evaluation of the Certificates by such Person and the Master Servicer shall be permitted
to use the letter referred to in Section 8.15(c). Unless the Master Servicer chooses to deliver the information directly,
the Depositor, the Underwriters, the Initial Purchasers or the Certificate Administrator shall be responsible for the physical
delivery of the information requested pursuant to this Section 8.16. As a condition to the Master Servicer making
any report or information available upon request to any Person other than the parties hereto, the Master Servicer may


 






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require
that the recipient of such information acknowledge that the Master Servicer may contemporaneously provide such information to
the Depositor, the Trustee, the Custodian, the Certificate Administrator, the Special Servicer, the Trust Advisor, the Sellers,
the Controlling Class Representative, the holder of a Serviced Companion Loan, the holder of a Serviced B Note, the Underwriters,
the Initial Purchasers, any Rating Agency (subject to Section 5.7) and/or the Certificateholders and Certificate Owners.
The Master Servicer will be permitted to require payment of a sum to be paid by the requesting party (other than the Depositor,
the Rating Agencies, the Trustee, the Custodian, the Certificate Administrator, the Underwriters or the Initial Purchasers) sufficient
to cover the reasonable costs and expenses of making such information available.


 


Section
8.17     Inspections. The Master Servicer shall, at its own expense,
inspect or cause to be inspected each Mortgaged Property other than Mortgaged Properties related to Specially Serviced Mortgage
Loans and Non-Serviced Mortgage Loans, every calendar year beginning in 2016, or every second (2nd) calendar year beginning
in 2017 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 holder of the related Serviced Companion Loan, 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.


 






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Section
8.18          Modifications, Waivers, Amendments, Extensions and Consents.


 


(a)          The
Master Servicer shall provide prompt written notice to the Special Servicer of any request for modification, waiver or amendment
of any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair, together with any information in
the possession of the Master Servicer that the Special Servicer may reasonably request with respect to any action that constitutes
a Major Decision or Special Servicer Decision. Subject to the limitations of Sections 10.3 and 12.3 hereof,
the Master Servicer shall have the following powers:


 


(i)          Subject
to Section 10.3, the right of the Special Servicer to process Major Decisions and Special Servicer Decisions, and
the terms and conditions of any related Intercreditor Agreement, the Master Servicer in accordance with the Servicing Standard
may agree to any modification, waiver, amendment or consent of or relating to any term (other than a Money Term) of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), a Serviced Companion Loan or a Serviced B Note that is not a Specially Serviced
Mortgage Loan (such terms to include, without limitation, Master Servicer Consent Matters set forth in Section 8.3(a)
hereof), provided that such amendment would not result in an Adverse REMIC Event or an Adverse Grantor Trust Event. In any
event, the Master Servicer shall promptly notify the Special Servicer of any material modification, waiver, amendment or consent
executed by the Master Servicer pursuant to this Section 8.18(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
written approval.


 


(ii)         Subject
to Section 10.3, the right of the Special Servicer to process Major Decisions and Special Servicer Decisions, and
the terms and conditions of any related Intercreditor Agreement, the Master Servicer may extend the maturity date of any Balloon
Loan (other than a Non-Serviced Mortgage Loan) that is not a Specially Serviced Mortgage Loan to a date that is not more than
sixty (60) days following the original Maturity Date, if in the Master Servicer’s sole judgment exercised in good faith
(and evidenced by an Officer’s Certificate delivered to the Special Servicer and the Trustee), a default in the payment
of the Balloon Payment is reasonably foreseeable and such extension is reasonably likely to produce a greater recovery to the
Holders and the holders of the related Serviced B Note and Serviced Companion Loan (as a collective whole) on a net present value
basis (calculated in accordance with Section 1.2(e)) than liquidation of such Balloon Loan and the Mortgagor has obtained
an executed written commitment acceptable to the Special Servicer (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)          In
connection with processing (or granting consent to the Master Servicer in connection with any action being processed by the Master
Servicer that is) any Major Decision or Special Servicer Decision, the Special Servicer (in accordance with the Servicing Standard
and subject to the terms and conditions of any related Intercreditor Agreement) shall


 






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also have the right: (i) to 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,
provided that such amendment would not result in an Adverse REMIC Event or an Adverse Grantor Trust Event; and (ii) to
extend the maturity date of any Balloon Loan (other than a Non-Serviced Mortgage Loan) that is not a Specially Serviced Mortgage
Loan to a date that is not more than sixty (60) days following the original Maturity Date, if in the Special Servicer’s
sole judgment exercised in good faith (and evidenced by an Officer’s Certificate delivered to the Trustee), a default in
the payment of the Balloon Payment is reasonably foreseeable and such extension is reasonably likely to produce a greater recovery
to the Holders and the holders of the related Serviced B Note and Serviced Companion Loan (as a collective whole) on a net present
value basis (calculated in accordance with Section 1.2(e)) than liquidation of such Balloon Loan and the Mortgagor has
obtained an executed written commitment acceptable to the Special Servicer (subject only to satisfaction of conditions set forth
therein) for refinancing of such Balloon Loan or purchase of the related Mortgaged Property.


 


(c)          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. 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
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).


 


(d)          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


 






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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 (i) any
Mortgage Loan that constitutes a Major Decision or Special Servicer Decision or (ii) any Specially Serviced Mortgage Loan
or Non-Serviced Mortgage Loan. The Master Servicer shall notify the holder of any related Serviced B Note or Serviced Companion
Loan of any modification of the monthly payments of an A/B Whole Loan or a Loan Pair, as the case may be, and such monthly payments
shall be allocated in accordance with the related Intercreditor Agreement (or with respect to a Joint Mortgage Loan treated as
a Loan Pair in accordance with the related Intercreditor Agreement (or with respect to a Joint Mortgage Loan treated as a Loan
Pair in accordance with Section 8.30 hereof, the applicable Mortgage Loan documents and Section 8.30 hereof).


 


(e)          With
respect to any Non-Specially Serviced Mortgage Loan, the Master Servicer shall provide prompt written notice to the Special Servicer
of any request for modification, waiver or amendment of such Mortgage Loan or any related A/B Whole Loan or Loan Pair, together
with any information in the possession of the Master Servicer that the Special Servicer may reasonably request for any such action
that constitutes a Major Decision or Special Servicer Decision. Unless the Master Servicer and the Special Servicer mutually agree
that the Master Servicer shall process such request, the Special Servicer shall process any request for modification, waiver or
amendment of any Mortgage Loan (other than any Non-Serviced Mortgage Loan), A/B Whole Loan or Loan Pair that constitutes a Major
Decision or Special Servicer Decision. If the Special Servicer and the Master Servicer mutually agree that the Master Servicer
shall process such request, the Master Servicer and Special Servicer shall comply with the procedures in Section 10.3.


 


Section
8.19     Specially Serviced Mortgage Loans.


 


(a)          Within
five (5) Business Days after becoming aware of a Servicing Transfer Event with respect to a Mortgage Loan or any related Serviced
Companion Loan or Serviced B Note, the Master Servicer or the Special Servicer, as applicable, shall send a written notice to
the Special Servicer (if such notice is sent by the Master Servicer), the Master Servicer (if such notice is sent by the Special
Servicer), the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period),
the Trust Advisor (other than during any Subordinate Control Period), the 17g-5 Information Provider (who shall promptly post
such notice on the 17g-5 Information Provider’s Website), the Certificate Administrator (who shall promptly post such notice
on the Certificate Administrator’s Website), the Trustee, the Custodian, the related Seller and, solely as it relates to
any A/B Whole Loan, to the holder of the related Serviced B Note and solely as it relates to any Loan Pair, to the holder of the
related Serviced Companion Loan, which notice shall identify the related Mortgage Loan and set forth in reasonable detail the
nature and relevant facts of such Servicing Transfer Event and whether such Mortgage Loan is covered by an Environmental Insurance
Policy (and for purposes of stating whether such Mortgage Loan is covered by an Environmental Insurance Policy the Master Servicer
may rely on Schedule IX attached hereto) and, in the case of a notice to the Special Servicer, shall be accompanied by
a copy of the Servicer Mortgage File.


 


(b)          Prior
to or concurrently with the transfer of the servicing of any Specially Serviced Mortgage Loan to the Special Servicer, the Master
Servicer shall notify the related


 






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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;


 


(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


 






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Agreement will not (1) conflict
with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement
or instrument to which it is a party or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree
or order applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it,
in any manner that materially and adversely affects its ability to perform its obligations under this Agreement or (2) result
in a breach of any term or provision of its organizational documents;


 


(iv)       no
litigation is pending or, to the best of the Master Servicer’s knowledge, threatened, against it, the outcome of which,
in the Master Servicer’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution,
delivery or enforceability of this Agreement or its ability to service the Mortgage Loans it is required to service hereunder
or to perform any of its other obligations hereunder in accordance with the terms hereof;


 


(v)        no
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby,
or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to
the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that
its failure to be qualified to do business or licensed in one or more states does not materially and adversely affect the performance
by it of its obligations hereunder; and


 


(vi)       the
performance of the services by the Master Servicer contemplated by this Agreement are in the ordinary course of business of the
Master Servicer and the Master Servicer possesses all licenses, permits and other authorizations necessary to perform its duties
hereunder in each state, except to the extent that being licensed or having permits or other authorization in one or more states
is not necessary for the performance by it of its obligations hereunder.


 


(b)          It
is understood that the representations and warranties set forth in this Section 8.20 shall survive the execution and
delivery of this Agreement.


 


(c)          Any
cause of action against the Master Servicer arising out of the breach of any representations and warranties made in this Section
shall accrue upon the giving of written notice to the Master Servicer by any of the Depositor, the Trustee, the Special Servicer,
the Certificate Administrator, the Custodian or the Trust Advisor. The Master Servicer shall give prompt written notice to the
Trustee, the Certificate Administrator, the Custodian, the Depositor and the Special Servicer of the occurrence, or the failure
to occur, of any event that, with notice or the passage of time or both, would cause any representation or warranty in this Section
to be untrue or inaccurate in any respect.


 


Section
8.21     Merger or Consolidation. Any Person into which the Master
Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, consolidation or other change in
form to which the Master Servicer shall be a party (but not the surviving entity), or any Person succeeding to the business of
the Master Servicer, shall be the


 






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successor of the Master Servicer hereunder, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, provided that the Master Servicer shall have provided a Rating
Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing
direct beneficial ownership interests in any Serviced Companion Loan or Serviced B Note. If a transaction described in the preceding
sentence occurs and (i) the conditions to the provisions in such sentence are not met, then the Trustee may terminate or (ii)
the conditions set forth in the following paragraph are not met, the Trustee shall terminate, the successor’s, survivor’s
or resulting entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set
forth in Sections 8.28 and 8.29. The successor or surviving Person shall provide prompt written notice of the
merger or consolidation to the Trustee, the Certificate Administrator, the Custodian and the 17g-5 Information Provider.


 


Notwithstanding
the foregoing, if, and for so long as, the Trust, or, with respect to any Serviced Companion Loan, the trust created pursuant
to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the
Master Servicer may not remain the Master Servicer under this Agreement after (x) being merged or consolidated with or into any
Prohibited Party, or (y) transferring all or substantially all of its assets to any Prohibited Party, unless (i) the Master Servicer
is the surviving entity of such merger, consolidation or transfer or (ii) the Depositor consents to such merger, consolidation
or transfer, which consent shall not be unreasonably withheld (and if, within forty-five (45) days following the date of delivery
of a notice by the Master Servicer to the Depositor of any merger or similar transaction described in the preceding paragraph,
the Depositor shall have failed to notify the Master Servicer of the Depositor’s determination to grant or withhold such
consent, such failure shall be deemed to constitute a grant of such consent).


 


Section
8.22     Resignation of Master Servicer.


 


(a)          Except
as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties
hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable
law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination
permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the
Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent
of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations
under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities
rated by any such NRSRO evidencing interests in any Serviced Companion Loan or Serviced B Note with a Rating Agency Communication.
Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer
shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding
the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor
servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master
Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer
pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to


 






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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 DBRS and a commercial mortgage loan securitization that was rated by Moody’s, in each case within the
twelve (12) month period prior to the date of determination, and neither DBRS 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 master servicer as master servicer of such commercial mortgage securities as the sole or 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 DBRS and/or Moody’s in such twelve (12) month period,
then such Rating Agency shall have provided a Rating Agency Confirmation; and (B) such successor master servicer has a master
servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each
Rating Agency with a Rating Agency Communication with respect to such servicing transfer.


 


Section
8.23     Assignment or Delegation of Duties by Master Servicer. The
Master Servicer shall have the right without the prior written consent of the Trustee to (A) delegate or subcontract with
or authorize or appoint anyone, or delegate certain duties to other professionals such as attorneys and appraisers, as an agent
of the Master Servicer (as provided in Section 8.4) to perform and carry out any duties, covenants or obligations
to be performed and carried out by the Master Servicer hereunder or (B) assign and delegate all of its duties hereunder;
provided that with respect to clause (B), (i) the Master Servicer gives the Depositor, the Special Servicer,
the holder of any related Serviced B Note (only if such assignment/delegation relates to an A/B Whole Loan or, if applicable,
a Loan Pair), the holder of any related Serviced Companion Loan (only if such assignment/delegation relates to a Loan Pair) and
the Trustee notice of such assignment and delegation; (ii) such purchaser or transferee accepting such assignment and delegation
executes and delivers to the Depositor and the Trustee an agreement accepting such assignment, which contains an assumption by
such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer, with like effect
as if originally named as a party to this Agreement or any other subservicing agreement with any Surviving Sub-Servicer; (iii) the
purchaser or transferee has a net worth in excess of $15,000,000; (iv) the Master Servicer shall have provided to each Rating
Agency a Rating Agency Communication with respect to such assignment and delegation; and (v) the Depositor consents to such
assignment and delegation, such consent not to be unreasonably withheld. In the case of any such assignment and delegation in
accordance with the requirements of subclause (B) of this Section, the Master Servicer shall be released from its
obligations under this Agreement, except that the Master Servicer shall remain liable for all liabilities and obligations incurred
by it as the Master Servicer hereunder prior to the satisfaction of the


 






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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 in accordance
with this Agreement; provided that the Master Servicer, subject to Section 9.34, may in its sole discretion undertake
any such action that it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders,
the Trustee and the Trust in the Mortgage Loans, the interests of the holder of any Serviced B Note or the interests of the holder
of any Serviced Companion Loan (subject to the Special Servicer’s servicing of Specially Serviced Mortgage Loans as contemplated
herein), or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs
of such action shall be expenses and costs of the Trust, and the Master Servicer shall be entitled to be reimbursed therefor as
Servicing Advances as provided by Section 5.2, subject to the provisions of Section 4.4 hereof.


 


(b)          In
addition, the Master Servicer shall have no liability with respect to, and shall be entitled to conclusively rely on as to the
truth of the statements and the correctness of the opinions expressed in, any certificates or opinions furnished to the Master
Servicer and conforming to the requirements of this Agreement. Subject to the Servicing Standard, the Master Servicer shall have
the right to rely on information provided to it by the Special Servicer and Mortgagors, and will have no duty to investigate or
verify the accuracy thereof. Neither the Master Servicer, nor any Affiliate, director, officer, employee, member, manager or agent,
shall be personally liable for any error of judgment made in good faith by any officer, unless it shall be proved that the Master
Servicer or such Affiliate, director, officer, employee, member, manager or agent, was negligent in ascertaining the pertinent
facts. Neither the Master Servicer nor any director, officer, employee, agent or Affiliate, shall be personally liable for any
action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or
powers conferred upon it by this Agreement.


 


(c)          The
Master Servicer shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation,


 






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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 loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating
to the Trustee’s, the Certificate Administrator’s, the Custodian’s or the Special Servicer’s, as the case
may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason
of negligent disregard of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of any of the Master Servicer’s duties hereunder or by reason of
negligent disregard of the Master Servicer’s obligations and duties hereunder. The Master Servicer shall immediately notify
the Trustee, the Certificate Administrator, the Custodian and the Special Servicer if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Master Servicer to indemnification hereunder, whereupon the Trustee, the
Certificate Administrator, the Custodian or the Special Servicer, in each case, to the extent the claim is related to its respective
willful misfeasance, bad faith or negligence, may assume the defense of any such claim (with counsel reasonably satisfactory to
the Master Servicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee,
the Certificate Administrator, the Custodian and the Special Servicer shall not affect any rights that the Master Servicer may
have to indemnification under this Agreement or


 






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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 connection with any legal action or claim against the party
seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement;
or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful
misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement
or negligent disregard of such obligations or duties.


 


Except
as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including
in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or grantor
trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions
or provisions relating to the grantor trust or the actual payment of any REMIC tax or grantor trust tax or expense with respect
to any REMIC or grantor trust formed hereunder) shall be paid out of collections on, and other proceeds of, the Mortgage Loans
as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any Serviced B Note. In the case
of any such Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any
determination


 






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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 provided for in the applicable Intercreditor Agreement and (y) if the collections
and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the
Master Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections
on, and other proceeds of, the Mortgage Loans as a whole; and


 


(2)          if
such Master Servicer Losses relate to any A/B Whole Loan, then (subject to the related Intercreditor Agreement) such indemnification
shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections
on, and other proceeds of such A/B Whole Loan, and (y) if the collections and proceeds described in subclause (x)
of this clause (2) are not sufficient to so indemnify the Master Servicer Indemnified Parties on a current
basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans
as a whole.


 


The
Master Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Master Servicer) and out
of the Trust pay all expenses in connection therewith, including counsel fees, and out of the Trust promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. The indemnification provided
herein shall survive the termination of this Agreement. The Trustee, the Certificate Administrator or the Master Servicer shall
promptly make from the Collection Account (and, if and to the extent that the amount due shall be paid from collections on, and
other proceeds of, any Serviced Companion Loan or any Serviced B Note, as set forth above, out of the related Custodial Account)
any payments certified by the Master Servicer to the Trustee and the Certificate Administrator as required to be made to the Master
Servicer pursuant to this Section 8.25.


 


(b)          The
Master Servicer agrees to indemnify each other party to this Agreement, the Trust, and any director, officer, member, manager,
employee, agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any such Person may sustain
arising from or as a result of the willful misfeasance, bad faith or negligence in the performance of any of the Master Servicer’s
duties hereunder or by reason of negligent disregard of the Master Servicer’s obligations and duties hereunder (including
a breach of such obligations a substantial motive of which is to obtain an economic advantage from not complying with or not performing
such obligations), and if in any such situation the Master Servicer is replaced, the parties hereto agree that the amount of such
claims, losses, penalties, fines, legal fees and related costs, judgments, and other costs, liabilities, fees and expenses shall
at least equal the incremental costs, if any, of retaining a successor servicer. The Trustee, the Special Servicer, the Trust
Advisor, the Certificate Administrator, the Custodian or the Depositor, as applicable, shall immediately notify the Master Servicer
if a claim is made by any Person with respect to this Agreement or the Mortgage Loans entitling the Trustee, the


 






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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 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 


 






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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 by its terms to comply with Revenue Procedure 2010-30, provided that the Master Servicer directly
pursues any available remedies against the relevant Seller with respect to any breach or violation of a representation or warranty
with respect to such Mortgage Loan’s compliance with Revenue Procedure 2010-30.


 


Section
8.28     Termination. The obligations and responsibilities of the Master
Servicer created hereby (other than the obligation of the Master Servicer to make payments to the Certificate Administrator as
set forth in Section 8.29 and the obligations of the Master Servicer to the Trustee, the Certificate Administrator,
the Custodian, the Special Servicer and the Trust that survive termination of this Agreement as provided herein) shall terminate
(i) on the date which is the later of (A) the final payment or other liquidation of the last of the Mortgage Loans remaining
outstanding (and final distribution to the Certificateholders) or (B) the disposition of all REO Property (and final distribution
to the Certificateholders), (ii) if a Servicer Termination Event described in clauses 8.28(a)(iii), (iv), (viii),
(ix) or (x) has occurred and is continuing, sixty (60) days following the date on which the Trustee or Depositor gives
written notice to the Master Servicer that the Master Servicer is terminated or (iii) if a Servicer Termination Event described
in clauses 8.28(a)(i), (ii), (v), (vi) or (vii) has occurred and is continuing, immediately
upon the date on which the Trustee or the Depositor gives written notice to the Master Servicer that the Master Servicer is terminated.
After any Servicer Termination Event (but subject, in the case of Section 8.28(a)(x), to the waiver right of the Depositor
described therein), the Trustee (i) may elect to terminate the Master Servicer by providing such notice, and (ii) shall
provide such notice if holders of Certificates representing more than 25% of the aggregate Voting Rights of all Certificates so
direct the Trustee.


 


(a)          “Servicer
Termination Event,” wherever used herein, means any one of the following events:


 


(i)          any
failure by the Master Servicer to remit to the Certificate Administrator or otherwise make any payment required to be remitted
by the Master Servicer under the terms of this Agreement, including any required Advances; provided that, if a payment
is required to be remitted by the Master Servicer to the Certificate Administrator on the Master Servicer Remittance Date, the
failure to remit that payment to the Certificate Administrator shall only be a “Servicer Termination Event” under
this clause (a)(i) if that payment has not been remitted to the Certificate Administrator prior to 10:00 a.m. (New York City time)
on the related Distribution Date; or


 






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(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 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


 






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(viii)      a
Servicing Officer of the Master Servicer obtains knowledge that (a) DBRS
or Moody’s 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 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 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 DBRS or Moody’s,
as applicable, within sixty (60) days of the date such Servicing Officer obtained such actual knowledge) and, in the case of either
of clauses (A) or (B), publicly cited servicing concerns with the Master Servicer as the sole or material
factor in such rating action; or (b) the Master Servicer ceases to have a master servicer rating of at least “CMS3”
from Fitch and such rating is not reinstated within sixty (60) days; 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 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.


 






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Section
8.29     Procedure Upon Termination.


 


(a)          Notice
of any termination pursuant to clause (i) of the first (1st) paragraph of Section 8.28, specifying
the Master Servicer Remittance Date upon which the final transfer by the Master Servicer to the Certificate Administrator shall
be made, shall be given promptly in writing by the Master Servicer to the Certificate Administrator no later than the later of
(i) five (5) Business Days after the final payment or other liquidation of the last of the Mortgage Loans or (ii) the
sixth (6th) day of the month of such final distribution. Promptly upon receipt of any such notice of termination, the
Certificate Administrator shall forward such notice of termination to the other parties to this Agreement. Upon any such termination,
the duties of the Master Servicer (other than the obligation of the Master Servicer to pay to the Certificate Administrator the
amounts remaining in the Collection Account as set forth below and the obligations of the Master Servicer to the Trustee and the
Trust that survive termination of this Agreement as provided herein) shall terminate and the Master Servicer shall transfer to
the Certificate Administrator the amounts remaining in the Collection Account (and any sub-account) after making the withdrawals
permitted to be made pursuant to Section 5.2 and shall thereafter terminate the Collection Account and any other account
or fund maintained with respect to the Mortgage Loans.


 


(b)          On
the date specified in a written notice of termination given to the Master Servicer pursuant to clause (ii) of the
first (1st) paragraph of Section 8.28, or on the date on which a written notice of termination is given
to the Master Servicer pursuant to clause (iii) of the first (1st) paragraph of Section 8.28
all authority, power and rights of the Master Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise,
shall terminate (except for any rights relating to indemnification, unpaid servicing compensation or unreimbursed Advances and
related interest); provided, that in no event shall the termination of the Master Servicer be effective until a successor
master servicer shall have (i) succeeded the Master Servicer as successor master servicer, (ii) notified the Master
Servicer of such succession and (iii) assumed the Master Servicer’s obligations and responsibilities under this Agreement
pursuant to a writing executed by the successor master servicer and delivered to each of the other parties hereto. Except as provided
in the next sentence, the Trustee may not succeed the Master Servicer as servicer until and unless it has satisfied the provisions
that would apply to a Person succeeding to the business of the Master Servicer pursuant to Section 8.22(b) hereof.
Notwithstanding the foregoing sentence, if the Master Servicer is terminated as a result of an event described in Section 8.28(a)(v),
8.28(a)(vi) or 8.28(a)(vii), the Trustee shall act as successor servicer immediately upon delivery of a notice of
termination to the Master Servicer and shall use commercially reasonable efforts within ninety (90) days of assuming the duties
of the Master Servicer, either to satisfy the conditions of Section 8.22(b) hereof or to transfer the duties of the
Master Servicer to a successor servicer who has satisfied such conditions. The Trustee is hereby authorized and empowered to execute
and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents or otherwise. The Master
Servicer agrees to cooperate with the Trustee, the Custodian and the Certificate Administrator in effecting the termination of
the Master Servicer’s responsibilities and rights hereunder as Master Servicer including, without limitation, notifying
Mortgagors of the assignment of the servicing function and providing the


 






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Trustee all documents and records in electronic or other
form reasonably requested by it to enable the successor servicer designated by the Trustee to assume the Master Servicer’s
functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time
be or should have been deposited by the Master Servicer in the Collection Account and any other account or fund maintained or
thereafter received with respect to the Mortgage Loans.


 


(c)          If
(i) the Master Servicer receives a written notice of termination (A) pursuant to clause (ii) of the first
(1st) paragraph of Section 8.28 relating solely to a Servicer Termination Event set forth in clause (viii)
or (ix) of Section 8.28(a) or (B) pursuant to Section 8.21 and (ii) the Master Servicer
provides the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after receipt
of such written notice of termination, then the Trustee shall promptly thereafter (using such “request for proposal”
materials provided by the Master Servicer) solicit good faith bids for the rights to service the Mortgage Loans under this Agreement
from at least three (3) but no more than five (5) Qualified Bidders or, if three (3) Qualified Bidders cannot be located, then
from as many persons as the Trustee can determine are Qualified Bidders. At the Trustee’s request, the Master Servicer shall
supply the Trustee with the names of Persons from whom to solicit such bids. In no event shall the Trustee be responsible if less
than three (3) Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement.


 


(d)          Each
bid proposal shall require any Successful Bidder, as a condition of its bid, to (i) enter into this Agreement as successor
master servicer and (ii) agree to be bound by the terms hereof, not later than sixty (60) days after termination of the Master
Servicer hereunder. The Trustee shall select the Qualified Bidder with the highest cash bid (or such other Qualified Bidder as
the Master Servicer may direct) (the “Successful Bidder”) to act as successor master servicer hereunder. The
Trustee shall direct the Successful Bidder to enter into this Agreement as successor master servicer pursuant to the terms hereof,
and in connection therewith to deliver the amount of the Successful Bidder’s cash bid to the Trustee or its designee by
wire transfer of immediately available funds to an account specified by the Trustee or its designee no later than 10:00 a.m. New
York City time on the date specified for the assignment and assumption of the servicing rights hereunder.


 


(e)          Upon
the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder and receipt of such cash bid,
the Trustee shall remit or cause to be 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).


 






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(g)          If
the Master Servicer is terminated as a result of an event described in Section 8.28(a)(viii), then the Master Servicer
shall have the right to enter into a sub-servicing agreement or primary servicing agreement with the successor master servicer
with respect to all applicable Mortgage Loans that are not subject to a sub-servicing agreement or primary servicing agreement,
if the Master Servicer (i) is acting as primary servicer in a commercial mortgage loan securitization that was rated by DBRS and
a commercial mortgage loan securitization that was rated by Moody’s, in each case within the twelve (12) month period prior
to the date of determination, and neither DBRS 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
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) or, in the case of each such Rating Agency, be otherwise acceptable to such Rating Agency
as evidenced by a Rating Agency Confirmation, and (ii) has a master servicer rating of at least “CMS3” from Fitch
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.


 


(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


 






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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 or Joint Mortgage Loan other than the applicable Joint Mortgage Loan be deducted from
payments or any other amounts received with respect to such Joint Mortgage Loan and payable to the applicable Repurchasing Seller.
For purposes of Section 8.30(b)(i), this Section 8.30(b)(ii) and Section 8.30(g), “Repurchased Percentage
Interest” shall mean the percentage interest of the applicable Seller in the applicable Joint Mortgage Loan.


 


(iii)        A
Joint Mortgage Loan to which this Section 8.30 applies shall be serviced for the benefit of the applicable Repurchasing
Seller and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the Servicing Standard
and in accordance with the provisions herein as if (A) such Joint Mortgage Loan were a Loan Pair, (B) the related Mortgage Note(s)
not repurchased were (1) a Serviced Pari Passu Mortgage Loan and (2) the only Mortgage Loan that is part of such Joint Mortgage
Loan, and (C) the related


 






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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 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.


 






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(e)          Subject
to this Agreement (including, without limitation, the consent and consultation rights of the Controlling Class Representative
and any consultation rights of the Trust Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the
holders of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all
decisions and determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents
as provided hereunder. Without limiting the generality of the preceding sentence, the Master Servicer or the Special Servicer,
as applicable, may agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize
interest on, permit the release, addition or substitution of collateral securing, and/or permit the release of the related Mortgagor
on or any guarantor of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 8.30,
without the consent of the related Repurchasing Seller, subject, however, to the terms of this Agreement as they pertain to a
Serviced Companion Loan.


 


(f)          In
taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be subject
to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans to which this Section
8.30 applies as is consistent with this Agreement; and shall be liable to any Repurchasing Seller only to the same extent
as set forth herein with respect to any holder of a Serviced Companion Loan.


 


(g)          If
the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased Note which
would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable
Advance, the applicable Repurchasing Seller shall reimburse the Trust in an amount equal to such Repurchasing Seller’s Repurchased
Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding the foregoing, the applicable Repurchasing
Seller shall not be obligated to reimburse the Trustee, the Master Servicer or the Special Servicer (and amounts due to the applicable
Repurchasing Seller shall not be offset) for Advances or interest thereon or any amounts related to any Mortgage Loan or any other
Joint Mortgage Loan other than such amounts relating to the applicable Repurchased Note. To the extent that the applicable Repurchasing
Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered, the applicable Repurchasing Seller
shall receive a reimbursement from such recovery based on its Repurchased Percentage Interest of such recovery. This reimbursement
right shall not limit the Trustee’s, the Master Servicer’s or the Special Servicer’s rights to reimbursement
under this Agreement. Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing Seller
shall not exceed an amount equal to its Repurchased Percentage Interest of the amount to be reimbursed.


 


(h)          Each
Repurchasing Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related
Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)          The
Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Seller as a holder
of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements,


 






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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.


 


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, the Special Servicer shall
service the Specially Serviced Mortgage Loans and manage the related REO Properties and, with respect to all Mortgage Loans (other
than Non-Serviced Mortgage Loans and related Non-Serviced Companion Loans), Loan Pairs and A/B Whole Loans, process (and its consent
shall be required for all) Major Decisions and Special Servicer Decisions (provided, that the Master Servicer and the Special
Servicer may mutually agree that the Master Servicer shall process, and obtain the prior written consent of the Special Servicer
with respect to, any Major Decision or Special Servicer Decision with respect to non-Specially Serviced Mortgage Loans), in all
cases in accordance with the Servicing Standard and the terms of this


 






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Agreement. Certain of the provisions of this Article
IX make explicit reference to their applicability to Mortgage Loans, any Serviced Companion Loan and any Serviced B Note;
notwithstanding such explicit references, references in this Article IX to “Mortgage Loans” shall be construed,
unless otherwise specified, to refer also to such Serviced B Note and such Serviced Companion Loan (but any other terms that are
defined in Article I and used in this Article IX shall be construed according to such definitions without regard
to this sentence).


 


(b)          Subject
to Section 5.4(e), the Special Servicer shall cooperate with the Master Servicer and provide the Master Servicer with the
information reasonably requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer to perform
its servicing obligations with respect to the Specially Serviced Mortgage Loans hereunder. Except with respect to Major Decisions
and Special Servicer Decisions, the Special Servicer’s obligations with respect to the servicing of any Specially Serviced
Mortgage Loan and any related REO Properties shall terminate when such Specially Serviced Mortgage Loan has become a Rehabilitated
Mortgage Loan, unless and until another Servicing Transfer Event with respect to such Rehabilitated Mortgage Loan occurs.


 


(c)          The
Special Servicer shall send a written notice to the Master Servicer, the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period),
any holder of a related Serviced B Note or Serviced Companion Loan and the Certificate Administrator within five (5) Business
Days after becoming aware that a Mortgage Loan has become a Rehabilitated Mortgage Loan, which notice shall identify the applicable
Mortgage Loan. Upon the receipt of such notice by the Master Servicer and the Certificate Administrator, such Mortgage Loan shall
constitute a Rehabilitated Mortgage Loan and will be serviced by the Master Servicer.


 


(d)          Upon
the occurrence of a Servicing Transfer Event with respect to a Mortgage Loan and upon the reasonable request of the Special Servicer,
the Master Servicer shall mark its records for such Mortgage Loan to cause any monthly statements for amounts due thereon to be
sent thereafter to the Special Servicer rather than the related Mortgagor. Upon receipt of any such monthly statement, the Special
Servicer shall, within two (2) Business Days, advise the Master Servicer of any changes to be made, and return the monthly statement
to the Master Servicer. The Master Servicer shall thereafter promptly send the corrected monthly statement to the Mortgagor. If
a Mortgage Loan becomes a Rehabilitated Mortgage Loan, the Master Servicer shall resume sending the monthly statements to the
Mortgagor as it did before such Mortgage Loan became a Specially Serviced Mortgage Loan.


 


(e)          (i)
All amounts collected by the Master Servicer with respect to a Specially Serviced Mortgage Loan (other than a Mortgage Loan that
has become an REO Mortgage Loan and a Specially Serviced Mortgage Loan that is a Serviced B Note or Serviced Companion Loan) shall
be deposited in the Collection Account (or applicable sub-account thereof), and (ii) all amounts collected by the Master Servicer
with respect to a Specially Serviced Mortgage Loan that is a Serviced B Note or a Serviced Companion Loan shall be 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


 




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thereafter, instruct the Master Servicer in writing how to apply such payment (with the application of such payments to be
made in accordance with the related Mortgage Loan documents (including the related Intercreditor Agreement, if any) or in accordance
with this Agreement, as applicable). The Special Servicer shall make efforts consistent with the Servicing Standard and the terms
of this Agreement to collect all special servicing fees, liquidation fees and workout fees called for under the terms and provisions
of the Mortgage Loan documents for each applicable Specially Serviced Mortgage Loan.


 


(f)          After
the occurrence of any Servicing Transfer Event with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) if
it is the subject of any Environmental Insurance Policy, (i) the Special Servicer shall monitor the dates by which any claim
must be made or action must be taken under such Environmental Insurance Policy to achieve the payment of all amounts thereunder
to which the Trust is entitled if the Special Servicer has actual knowledge of any event giving rise to a claim under such Environmental
Insurance Policy and (ii) if the Special Servicer has actual knowledge of such an event with respect to such Mortgage Loan,
the Special Servicer shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions
of the related Environmental Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust
is entitled thereunder. Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection
with any such claim shall be paid by, and reimbursable to, the Master Servicer (of if applicable, the Special Servicer) as a Servicing
Advance. All extraordinary expenses (but not ordinary and routine or anticipated expenses) incurred by the Special Servicer in
fulfilling its obligations under this Section 9.1(f) shall be paid by the Trust.


 


Section
9.2     Fidelity Bond and Errors and Omissions
Insurance Policy of Special Servicer. The Special Servicer, at its expense, shall maintain in effect a Servicer Fidelity Bond
and a Servicer Errors and Omissions Insurance Policy. The Servicer Errors and Omissions Insurance Policy and Servicer Fidelity
Bond shall be issued by a Qualified Insurer (unless the Special Servicer self-insures as provided below) and be in form and amount
consistent with the Servicing Standard. If any such Servicer Errors and Omissions Insurance Policy or Servicer Fidelity Bond ceases
to be in effect, the Special Servicer shall obtain a comparable replacement policy or bond from an insurer or issuer meeting the
requirements set forth above as of the date of such replacement. So long as the long-term debt obligation or deposit account rating
of the Special Servicer (or its corporate parent) is not less than “A (low)” as rated by DBRS (or, if not rated by
DBRS, an equivalent (or higher) rating by at least two other NRSROs (which may include S&P, Fitch and/or Moody’s) (or
an A.M. Best equivalent)), not less than “A3” as rated by Moody’s and not less than “A-” as rated
by Fitch (or an A.M. Best equivalent)), the Special Servicer may self-insure for the Servicer Fidelity Bond and the Servicer Errors
and Omissions Insurance Policy.


 


Section
9.3     Special Servicer General Powers
and Duties.


 


(a)          Subject
to the other terms and provisions of this Agreement (and, in the case of any Non-Serviced Mortgage Loan, subject to the servicing
of such Non-Serviced 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


 






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Servicer is hereby authorized and empowered when
the Special Servicer believes it appropriate in accordance with the Servicing Standard, to take any and all the actions with respect
to Non-Specially Serviced Mortgage Loans (when processing Major Decisions or Special Servicer Decisions in respect thereof) and
Specially Serviced Mortgage Loans, in each case that the Master Servicer may perform as set forth in Section 8.3(a),
including (i) to execute and deliver, on behalf of itself or the Trust (or holder of a Serviced B Note or Serviced Companion
Loan, as applicable), any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and
all other comparable instruments, with respect to Non-Specially Serviced Mortgage Loans (when processing Major Decisions or Special
Servicer Decisions in respect thereof) and the Specially Serviced Mortgage Loans and with respect to the related REO Properties
and (ii) to effectuate foreclosure or other conversion of the ownership of any Mortgaged Property securing a Specially Serviced
Mortgage Loan. The Trustee shall execute on the Closing Date a Power of Attorney 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 shall execute and deliver or cause to be executed and delivered such other documents as a Special Servicing
Officer may request in writing, that are necessary or appropriate to enable the Special Servicer to service, administer and manage
the Specially Serviced Mortgage Loans and carry out its duties hereunder, in each case as the Special Servicer determines is in
accordance with the Servicing Standard and the terms of this Agreement; provided, that, the Special Servicer shall
not (i) take any action with the intent to cause and that actually causes the Trustee to be registered to do business in any state;
and (ii) without the Trustee’s prior written consent initiate any action, suit or proceeding solely under the Trustee’s
name without indicating the Special Servicer’s representative capacity; provided, further, that the preceding
clause (ii) shall not apply to the initiation of actions relating to a Mortgage Loan that the Special Servicer is
servicing pursuant to its respective duties herein (in which case the Special Servicer shall give prompt prior notice to the Trustee
of the initiation of such action). Upon receipt of any such advice from the Trustee, the Special Servicer shall take such action
in the name of such Person or Persons, in trust for the Trust (or holder of a Serviced B Note or Serviced Companion Loan, if applicable),
as shall be consistent with the Opinion of Counsel obtained by the Trustee. Such Person or Persons shall acknowledge in writing
that such action is being taken by the Special Servicer in the name of the Trust (or holder of a Serviced B Note or the Serviced
Companion Loan, if applicable). In the performance of its duties hereunder, the Special Servicer shall be an independent contractor
and shall not, except in those instances where it is, after notice to the Trustee as provided above, taking action in the name
of the Trust (or holder of a Serviced B Note or the Serviced Companion Loan, if applicable), be deemed to be the agent of the
Trust (or holder of a Serviced B Note or the Serviced Companion Loan, as applicable). If the Special Servicer receives any notice
of a suit, litigation or proceeding in the name of 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,


 






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employee, agent or Controlling Person of it or its affiliates in connection with any negligent or intentional misuse of the foregoing
powers of attorney furnished to the Special Servicer by the Trustee. Such indemnification shall survive the resignation or termination
of the Special Servicer hereunder, the resignation or termination of the Trustee and the termination of this Agreement. The Special
Servicer shall not have any responsibility or liability for any act or omission of the Trustee, the Custodian, the Master Servicer
or the Depositor that is not attributable to the failure of the Special Servicer to perform its obligations hereunder. The Special
Servicer may conclusively rely on any advice of counsel rendered in a Nondisqualification Opinion.


 


(b)          In
servicing and administering the Specially Serviced Mortgage Loans, managing any related REO Properties and processing Major Decisions
and Special Servicer Decisions, the Special Servicer shall employ procedures consistent with the Servicing Standard. The Special
Servicer shall inspect, or cause to be inspected each Mortgaged Property relating to a Specially Serviced Mortgage Loan as soon
as practicable after the subject Mortgage Loan became a Specially Serviced Mortgage Loan and thereafter at least every twelve
(12) months until such Mortgage Loan ceases to be a Specially Serviced Mortgage Loan. The Special Servicer shall provide to the
Master Servicer (who shall provide, solely as it relates to any A/B Whole Loan, to the holder of the related Serviced B Note,
and solely as it relates to any Loan Pair, to the holder of the related Serviced Companion Loan), the Certificate Administrator,
the 17g-5 Information Provider and, during any Subordinate Control Period and any Collective Consultation Period, the Controlling
Class Representative copies of the Inspection Reports relating to such inspections as soon as practicable after the completion
of any inspection. Any cost of any inspection performed under this Section 9.3(b) shall be an expense of the Trust and
shall be treated as a Servicing Advance or as an Additional Trust Expense if such Servicing Advance would be a Nonrecoverable
Advance. Notwithstanding the foregoing, the Special Servicer shall not be liable for its failure to prepare the reports required
pursuant to this Section 9.3(b) with respect to any Specially Serviced Mortgage Loan or REO Property if such failure is
caused by the Master Servicer’s failure to perform its obligations or provide information to the Special Servicer as required
by this Agreement.


 


(c)          Pursuant
to the related Intercreditor Agreement, each owner of a Serviced Companion Loan has agreed that the Master Servicer and the Special
Servicer are authorized and obligated to service and administer such Serviced Companion Loan pursuant to this Agreement.


 


(d)          Pursuant
to the applicable Non-Serviced Mortgage Loan Intercreditor Agreement, the owners of a Non-Serviced Mortgage Loan have agreed that
such owner’s rights in, to and under such Non-Serviced Mortgage Loan are subject to the servicing and all other rights of
the applicable Non-Serviced Mortgage Loan Master Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer and such
Non-Serviced Mortgage Loan Master Servicer and Non-Serviced Mortgage Loan Special Servicer are authorized and obligated to service
and administer such Non-Serviced Mortgage Loan pursuant to the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Special Servicer’s obligations
and responsibilities hereunder and the Special Servicer’s authority with respect to any Non-Serviced 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


 






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Master Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer with respect thereto
under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Special Servicer shall take such actions as
it shall deem reasonably necessary to facilitate the servicing of any Non-Serviced Mortgage Loan by the applicable Non-Serviced
Mortgage Loan Master Servicer and the applicable Non-Serviced Mortgage Loan Special Servicer including, but not limited to, delivering
appropriate Requests for Release to the Trustee and Custodian (if any) in order to deliver any portion of the related Mortgage
File to the applicable Non-Serviced Mortgage Loan Master Servicer or applicable Non-Serviced Mortgage Loan Special Servicer under
the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


(e)          Notwithstanding
anything to the contrary contained in this Agreement, with respect to the Non-Serviced Mortgage Loans, (i) during any Subordinate
Control Period and any Collective Consultation Period, the Controlling Class Representative shall be entitled to the rights of
the “Non-Directing Holder” (or similar term) under the related Intercreditor Agreement and (ii) at no time shall the
Trust Advisor be entitled to the rights of the “Non-Directing Holder” (or similar term) under the related Intercreditor
Agreement.


 


Section
9.4     Sub-Servicers.
The Special Servicer shall have the right to use a Sub-Servicer on the same terms and conditions as those set forth in Section 8.4
for a Sub-Servicer of the Master Servicer, except as set forth in this Section 9.4. The Special Servicer shall notify
the Master Servicer, Trustee, Custodian and solely as it relates to any A/B Whole Loan, the holder of the related Serviced B Note,
and solely as it relates to any Loan Pair, the holder of the related Serviced Companion Loan, of the appointment of any Sub-Servicer
of the Special Servicer. The Special Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer
appointed by it. The Special Servicer shall not enter into future sub-servicing contracts unless it has provided to each Rating
Agency a Rating Agency Communication with respect thereto. Notwithstanding anything to the contrary contained in this Agreement,
(i) the Special Servicer shall not enter into any sub-servicing agreement with respect to any Mortgage Loan that provides for
the performance by third parties of any or all of its obligations hereunder, without the consent of the Applicable Control Party
(which consent shall not be unreasonably delayed or withheld), except to the extent necessary for the Special Servicer to comply
with applicable regulatory requirements, (ii) no sub-servicer shall be permitted under any sub-servicing agreement to make material
servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage
Loan documents, without the consent of the Special Servicer and (iii) after the Closing Date, if and for so long as the Trust
or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement,
are subject to the reporting requirements of the Exchange Act, the Special Servicer, shall not enter into a sub-servicing agreement
with any Prohibited Party.


 


Section
9.5     “Due-on-Sale”
Clauses; Assignment and Assumption Agreements; Modifications of Specially Serviced Mortgage
Loans; Due-on-Encumbrance Clauses. Subject to Section 10.3, the terms and conditions of any related Intercreditor
Agreement (in the case of any A/B Whole Loan or Loan Pair) and the limitations of Section 12.3, the Special Servicer
shall have the following duties and rights:


 






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(a)           If
any Specially Serviced Mortgage Loan contains a provision in the nature of a “due-on-sale” clause, which by its terms:


 


(i)          provides
that such Specially Serviced Mortgage Loan shall (or may at the Mortgagee’s option) become due and payable upon the sale
or other transfer of an interest in the related Mortgaged Property or ownership interest in the related Mortgagor, or


 


(ii)         provides
that such Specially Serviced Mortgage Loan may not be assumed, or ownership interests in the related Mortgagor may not be transferred,
without the consent of the related Mortgagee in connection with any such sale or other transfer;


 


then,
the Special Servicer, on behalf of the Trust, shall, subject to Section 10.3 and, in the case of any A/B Whole Loan or
Loan Pair, the related Intercreditor Agreement, and in accordance with the Servicing Standard and the REMIC Provisions, take such
actions as it deems to be in the best economic interest of the Trust in accordance with the Servicing Standard, and may waive
or enforce any due-on-sale clause contained in the related Mortgage Note or Mortgage; provided, that the Special Servicer
provides each Rating Agency with a Rating Agency Communication prior to waiving the effect of such provision. In connection with
each such Rating Agency Communication, the Special Servicer shall prepare and, subject to Section 5.7, deliver to
the Rating Agencies a memorandum outlining its analysis and recommendation in accordance with the Servicing Standard, together
with copies of all relevant documentation. As to any Non-Specially Serviced Mortgage Loan that contains a provision in the nature
of a “due-on-sale” clause, the Special Servicer shall have the rights and duties set forth in Section 8.7.


 


In
connection with the waiver of any due-on-sale clause under a Specially Serviced Mortgage Loan in accordance with this Section 9.5(a),
the Special Servicer is authorized to take or enter into an assignment and assumption agreement from or with the Person to whom
such property has been or is about to be conveyed, and/or to release the original Mortgagor from liability upon the Specially
Serviced Mortgage Loan and substitute the new Mortgagor as obligor thereon; provided that, except as otherwise permitted
by Section 9.5(c), any such assignment and assumption or substitution agreement shall contain no terms that could
result in an Adverse REMIC Event. To the extent permitted by law, the Special Servicer shall enter into an assumption or substitution
agreement that is required under the related Mortgage Loan documents (either as a matter of right or upon satisfaction of specified
conditions) and shall otherwise enter into any assumption or substitution agreement only if the credit status of the prospective
new mortgagor and the underwriting of the new mortgagor is in compliance with the Special Servicer’s regular commercial
mortgage origination or servicing standards and criteria. The Special Servicer shall notify the Master Servicer of any such assignment
and assumption or substitution agreement and the Special Servicer shall forward to the Custodian (on the Trustee’s behalf)
the original of such agreement (and to the Master Servicer, a copy thereof), which original shall be added by the Custodian (on
the Trustee’s behalf) to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File
to the same extent as all other documents and instruments constituting a part thereof.


 


(b)          In
connection with any assignment and assumption of a Specially Serviced Mortgage Loan, in no event shall the Special Servicer consent
to the creation of any lien on a Mortgaged Property that is senior to, or on a parity with, the lien of the related Mortgage unless


 






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it is consistent with the Servicing Standard and the REMIC Provisions and the Special Servicer has received the consent of the
Applicable Control Party. Nothing in this Section 9.5 shall constitute a waiver of the Trustee’s right, as the
mortgagee of record, to receive notice of any assignment and assumption of a Specially Serviced Mortgage Loan, any sale or other
transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property.


 


(c)          Subject
to the Servicing Standard, the rights and duties of the Master Servicer under Section 8.18 and any rights of the Controlling
Class Representative set forth in Section 10.3, the Special Servicer may enter into any modification, waiver or amendment
(including, without limitation, the substitution or release of collateral or the pledge of additional collateral) of the terms
of any Specially Serviced Mortgage Loan, including any modification, waiver or amendment to (i) reduce the amounts owing
under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest and/or any Prepayment Premium, (ii) reduce
the amount of the Scheduled Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage
Rate, (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced
Mortgage Loan, (iv) extend the Maturity Date of any Specially Serviced Mortgage Loan and/or (v) accept a principal prepayment
on any Specially Serviced Mortgage Loan during any period during which voluntary Principal Prepayments are prohibited, provided,
in the case of any such modification, waiver or amendment, that (A) the related Mortgagor is in default with respect to the
Specially Serviced Mortgage Loan or, in the reasonable judgment of the Special Servicer, such default is reasonably foreseeable,
(B) in the reasonable judgment of the Special Servicer, such modification, waiver or amendment would result in a recovery
to Certificateholders, the holder of the related Serviced Companion Loan and the holder of any related Serviced B Note (as a collective
whole) on a net present value basis (calculated in accordance with Section 1.2(e)) that would be equal to or greater than
the recovery that would result if the applicable Specially Serviced Mortgage Loan were liquidated, as set forth in writing delivered
by the Special Servicer to the Trustee and the Certificate Administrator, (C) such modification, waiver or amendment would
not cause an Adverse REMIC Event or Adverse Grantor Trust Event (including with respect to any securities evidencing interests
in any A Note or any B Note) to occur, and (D) if notice to, receipt of consent, approval or direction from, or
consultation with the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation
Period) or any related Loan-Specific Directing Holder (with respect to an A/B Whole Loan or a Loan Pair as to which the holder
of 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.


 






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In
no event, however, shall the Special Servicer (i) extend the Maturity Date of a Specially Serviced Mortgage Loan beyond a date
that is five (5) years prior to the Rated Final Distribution Date or (ii) if the Specially Serviced Mortgage Loan is secured
by a ground lease, extend the Maturity Date of such Specially Serviced Mortgage Loan unless the Special Servicer gives due consideration
to the remaining term of such ground lease. The Special Servicer shall not extend the Maturity Date of any Mortgage Loan secured
by a Mortgaged Property covered by a group secured creditor impaired property environmental insurance policy for more than five
(5) years beyond such Mortgage Loan’s Maturity Date unless a new Phase I Environmental Report indicates that there is no
environmental condition or the Mortgagor obtains, at its expense, an extension of such policy on the same material terms and conditions
to cover the period through five (5) years past the extended Maturity Date, provided that, if such Mortgage Loan is secured
by a ground lease, the Special Servicer shall give due consideration to the remaining term of the ground lease.


 


The
determination of the Special Servicer contemplated by clause (B) of the proviso to the first (1st) paragraph
of this Section 9.5(c) shall be evidenced by an Officer’s Certificate certifying the information in the proviso
to the first (1st) paragraph under this subsection (c).


 


(d)          If
the Special Servicer intends to permit a Mortgagor to substitute collateral for all or any portion of a Mortgaged Property pursuant
to Section 9.5(c) or pledge additional collateral for the Mortgage Loan pursuant to Section 9.5(c), if
the security interest of the Trust, the holder of any Serviced Companion Loan or the holder of any Serviced B Note in such collateral
would be perfected by possession, or if such collateral requires special care or protection, then prior to agreeing to such substitution
or addition of collateral, the Special Servicer shall make arrangements for such possession, care or protection, and prior to
agreeing to such substitution or addition of collateral (or such arrangement for possession, care or protection) shall obtain
the prior written consent of the Trustee with respect thereto (which consent shall not be unreasonably withheld, delayed or conditioned);
provided, that the Trustee shall not be required (but has the option) to consent to any substitution or addition of collateral
or to hold any such collateral which will require the Trustee to undertake any additional duties or obligations or incur any additional
expense. The Special Servicer shall provide each Rating Agency with a Rating Agency Communication in connection with any consent
to the substitution of collateral for any portion of the Mortgaged Property pursuant to Section 9.5(c).


 


(e)          The
Special Servicer shall promptly deliver to the Master Servicer, the Controlling Class Representative (during any Subordinate Control
Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period), the Trustee,
the Custodian, the Certificate Administrator and, subject to Section 5.7, the Rating Agencies (and, solely with respect
to an A/B Whole Loan, the holder of the related Serviced B Note and solely with respect to a Loan Pair, the holder of the related
Serviced Companion Loan) 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


 






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externally, the cost of such appraisal shall be recoverable as a
Servicing Advance subject to the provisions of Section 4.4 hereof)). The Special Servicer shall also deliver to the Custodian
(on the Trustee’s behalf), for deposit in the related Mortgage File, an original counterpart of the agreement relating to
such modification, waiver or amendment promptly following the execution thereof (with a copy thereof to the Master Servicer).


 


(f)           The
Special Servicer may require, in its discretion (unless prohibited or otherwise provided in the related Mortgage Loan documents),
as a condition to granting any request by a Mortgagor for any consent, modification, waiver or amendment, that such Mortgagor
pay a reasonable and customary modification fee to the extent permitted by law. No fee described in this Section shall be collected
by the Special Servicer from the Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or any modification,
waiver or amendment of the Mortgage Loan if the collection of such fee would cause such consent, modification, waiver or amendment
to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulation Section 1.860G-2(b).
Subject to the foregoing, the Special Servicer shall use its reasonable efforts, in accordance with the Servicing Standard, to
collect any modification fees and other expenses connected with a permitted modification of a Mortgage Loan from the Mortgagor.
The inability of the Mortgagor to pay any costs and expenses of a proposed modification shall not impair the right of the Special
Servicer, the Master Servicer, the Custodian or the Trustee to be reimbursed by the Trust for such expenses (including any cost
and expense associated with any Opinion of Counsel).


 


(g)           The
Special Servicer shall cooperate with the Master Servicer (to the extent required by, and as provided in, Section 8.7)
in connection with assignments and assumptions of any Non-Specially Serviced Mortgage Loan. As to any Non-Specially Serviced Mortgage
Loan that contains a provision in the nature of a “due-on-encumbrance” clause, the Special Servicer shall have the
rights and duties set forth in Section 8.7.


 


(h)           If
any Specially Serviced Mortgage Loan which contains a provision in the nature of a “due-on-encumbrance” clause, which
by its terms:


 


(i)          provides
that such Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any additional
lien or other encumbrance on the related Mortgaged Property or a lien on an ownership interest in the Mortgagor; or


 


(ii)         requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or a lien on an ownership interest in the Mortgagor,


 


then,
for so long as such Specially Serviced Mortgage Loan is included in the Trust, the Special Servicer, on behalf of the Trustee
as the mortgagee of record, shall exercise (or, subject to Section 10.3 and, in the case of any A/B Whole Loan or
the related Loan Pair, the related Intercreditor Agreement, waive its right to exercise) any right it may have with respect to
such Specially Serviced Mortgage Loan (x) to accelerate the payments thereon, or (y) to withhold its consent to the
creation of any such additional lien or other encumbrance, in a manner consistent with the Servicing Standard. Prior to waiving
the effect of such provision with respect to such


 






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Specially Serviced Mortgage Loan, the Special Servicer shall provide each Rating
Agency with a Rating Agency Communication regarding such waiver.


 


Section
9.6     Custodian
to Cooperate; Release of Mortgage Files.


 


(a)          Upon
becoming aware of the payment in full of any Specially Serviced Mortgage Loan, or the receipt by the Special Servicer of a notification
that payment in full will be escrowed in a manner customary for such purposes, or the complete defeasance of a Mortgage Loan,
the Special Servicer will immediately notify the Master Servicer. The Special Servicer shall determine, in accordance with the
Servicing Standard, whether an instrument of satisfaction shall be delivered and, if the Special Servicer determines that such
instrument should be delivered, the Special Servicer shall deliver written approval of such delivery to the Master Servicer.


 


(b)          From
time to time and as appropriate for the servicing or foreclosure of any Specially Serviced Mortgage Loan or the management of
the related REO Property and in accordance with the Servicing Standard, the Trustee shall execute or cause to be executed such
documents as shall be prepared and furnished to the Trustee by a Special Servicing Officer (in form reasonably acceptable to the
Trustee) and as are necessary for such purposes. The Custodian (on the Trustee’s behalf) shall, upon request of the Special
Servicer and delivery to the Trustee and Custodian of a request for release signed by a Special Servicing Officer substantially
in the form of Exhibit C, release the related Mortgage File to the Special Servicer.


 


(c)          The
Special Servicer shall, with respect to any Rehabilitated Mortgage Loan, deliver to the Master Servicer copies of all documents
and instruments in the possession of the Special Servicer related to such Rehabilitated Mortgage Loan. Prior to the transfer of
servicing with respect to any Rehabilitated Mortgage Loan to the Master Servicer in accordance with the Servicing Standard, the
Special Servicer shall notify, in writing, the Mortgagor under such Rehabilitated Mortgage Loan of such transfer.


 


(d)          With
respect to any Non-Serviced Loan Combination, if pursuant to the related Intercreditor Agreement and the Other Companion Loan
Pooling and Servicing Agreement, and as appropriate for enforcing the terms of such Non-Serviced Loan Combination, the related
Other Master Servicer or Other Special Servicer requests delivery to it of the original Mortgage Note, then the Custodian shall
release or cause the release of such original Mortgage Note to such party or its designee and shall retain a copy thereof, subject
to the execution of an agreement by such party to safeguard such original Mortgage Note and to return such original Mortgage Note
promptly when no longer required by such party for such purpose.


 


(e)          With
respect to any Loan Pair, if pursuant to the related Intercreditor Agreement, and as appropriate for enforcing the terms of such
Loan Pair, the Special Servicer requests from the related Other Custodian delivery to it of the original mortgage note evidencing
the related Serviced Companion Loan, the Special Servicer shall agree to safeguard such original mortgage note and to return such
original mortgage note promptly when no longer required by it for such purpose.


 






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Section
9.7     Documents,
Records and Funds in Possession of Special Servicer To Be Held
for the Trustee.


 


(a)          The
Special Servicer shall transmit to the Custodian (on the Trustee’s behalf) such documents and instruments coming into the
possession of the Special Servicer as from time to time are required by the terms hereof to be delivered to the Custodian (on
the Trustee’s behalf). Any funds received by the Special Servicer in respect of any 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 (provided, that to
the extent any of the foregoing amounts are received after 2:00 p.m. (Eastern time) on any given Business Day, the Special Servicer
shall use commercially reasonable efforts to remit such amounts to the Master Servicer within one (1) Business Day of receipt
of such amounts but, in any event, the Special Servicer shall remit such amounts to the Master Servicer within two (2) Business
Days of receipt of such amounts), except that if such amounts relate to REO Income, they shall be deposited in the REO Account.
Subject to the confidentiality provisions and restrictions on release of Privileged Information contained in this Agreement, the
Special Servicer shall provide access to information and documentation regarding the Specially Serviced Mortgage Loans to the
Trustee, the Custodian, the Master Servicer, the Certificate Administrator, the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period),
and their respective agents and accountants at any time upon reasonable written request and during normal business hours, provided
that the Special Servicer shall not be required to take any action or provide any information that the Special Servicer determines
will result in any material cost or expense to which it is not entitled to reimbursement hereunder or will result in any material
liability for which it is not indemnified hereunder; provided, further, that the Trustee, the Certificate Administrator
and the Custodian shall be entitled to receive from the Special Servicer all such information in the Special Servicer’s
possession as the Trustee, the Certificate Administrator and the Custodian shall reasonably require to perform their respective
duties hereunder. In fulfilling such a request, the Special Servicer shall not be responsible for determining whether such information
is sufficient for the Trustee’s, the Custodian’s, the Master Servicer’s, the Certificate Administrator’s,
the Controlling Class Representative’s or the Trust Advisor’s purposes.


 


(b)          The
Special Servicer hereby acknowledges that the Trust (and/or the holder of any related Serviced B Note (if not included in the
Trust) and/or related Serviced Companion Loan, if an A/B Whole Loan or Loan Pair is involved) owns the Specially Serviced Mortgage
Loans and all Mortgage Files representing such Specially Serviced Mortgage Loans and all funds now or hereafter held by, or under
the control of, the Special Servicer that are collected by the Special Servicer in connection with the Specially Serviced Mortgage
Loans (but excluding any Special Servicer Compensation and all other amounts to which the Special Servicer is entitled hereunder);
and the Special Servicer agrees that all documents or instruments constituting part of the Mortgage Files, and such funds relating
to the Specially Serviced Mortgage Loans which come into the possession or custody of, or which are subject to the control of,
the Special Servicer, shall be held by the Special Servicer for and on behalf of the


 






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Trust (and/or the holder of the related Serviced
B Note (if not included in the Trust) and/or related Serviced Companion Loan, if an A/B Whole Loan or Loan Pair is involved).


 


(c)           The
Special Servicer also agrees that it shall not create, incur or subject any Specially Serviced Mortgage Loans, or any funds that
are required to be deposited in any REO Account to any claim, lien, security interest, judgment, levy, writ of attachment or other
encumbrance, nor assert by legal action or otherwise any claim or right of setoff against any Specially Serviced Mortgage Loan
or any funds, collected on, or in connection with, a Specially Serviced Mortgage Loan.


 


Section
9.8     Representations,
Warranties and Covenants of the Special Servicer.


 


(a)           The
Special Servicer hereby represents and warrants to and covenants with each other party to this Agreement, as of the Closing Date:


 


(i)          (A)
with respect to LNR Partners, LLC, the Special Servicer is duly organized, validly existing and in good standing as a limited
liability company under the laws of the State of Florida, 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; and (B) with respect to Wells Fargo Bank, National Association, as Excluded Mortgage Loan Special
Servicer, the Excluded Mortgage Loan Special 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 which is, or is related to, a Specially Serviced Mortgage Loan that is an Excluded
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 Excluded Mortgage Loan Special Servicer’s ability to perform its obligations
hereunder in accordance with the terms of this Agreement;


 


(ii)         the
Special Servicer has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions
and obligations contemplated by this Agreement. The Special Servicer has duly and validly authorized the execution, delivery and
performance by it of this Agreement and this Agreement has been duly executed and delivered by the Special Servicer; and this
Agreement, assuming the due authorization, execution and delivery thereof by the other parties to this Agreement, evidences the
valid and binding obligation of the Special Servicer enforceable against the Special Servicer in accordance with its terms subject,
as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, conservatorship, moratorium, receivership
and other similar laws affecting creditors’ rights generally (and, to the extent applicable, the rights of creditors of
national banks) as from time to time in effect, and to general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification or contribution
as to violations of securities laws;


 






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(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
Master Servicer, the Certificate Administrator or the Trust Advisor.


 


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,


 






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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.


 


(b)          Any
amounts collected by the Special Servicer under any insurance policies maintained pursuant to this Section 9.9 (other
than amounts to be applied to the restoration or repair of the REO Property) shall be deposited into the applicable REO Account
for further distribution to the Master Servicer pursuant to Section 9.10. Any cost incurred in maintaining the insurance
required hereby for any REO Property (other than any REO Property relating to any Non-Serviced Mortgage Loan) shall be a Servicing
Advance, subject to the provisions of Section 4.4 hereof.


 


(c)          Notwithstanding
the above, the Special Servicer shall not be required in any event to maintain or obtain any insurance coverage beyond what is
available at commercially reasonable rates or that is not of the type previously required by the Mortgage Loan documents; provided
that, subject to Section 10.3, and the terms and conditions of any related Intercreditor Agreement, the Special
Servicer shall maintain insurance against property damages resulting from terrorism or similar acts if the terms of the related
Mortgage Loan documents so require


 






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unless the Special Servicer determines that the failure to maintain such insurance would have
been an Acceptable Insurance Default under the related Mortgage Loan.


 


(d)          The
Special Servicer shall conclusively be deemed to have satisfied its obligations as set forth in this Section 9.9 either
(i) if the Special Servicer shall have obtained and maintained a master force placed or blanket insurance policy insuring
against hazard losses on all of the applicable Mortgage Loans, any Serviced Companion Loan and any Serviced B Note serviced by
it, it being understood and agreed that such policy may contain a deductible clause on terms substantially equivalent to those
commercially available and maintained by comparable servicers consistent with the Servicing Standard, and provided that
such policy is obtained from a Qualified Insurer or (ii) if the Special Servicer (or its corporate parent), for so long as
the rating of such Person’s long-term debt obligations or long-term deposit accounts are not less than “A(low)”
as rated by DBRS (or, if not rated by DBRS, an equivalent (or higher) rating by at least two other NRSROs (which may include S&P,
Fitch and/or Moody’s) (or an A.M. Best equivalent)), not less than “A3” as rated by Moody’s and not less
than “A” as rated by Fitch, self-insures for its obligations as set forth in this Section 9.9. If the
Special Servicer shall cause any Mortgage Loan, Serviced Companion Loan and Serviced B Note to be covered by such a master force
placed or blanket insurance policy, the incremental cost of such insurance allocable to such Mortgage Loan, Serviced Companion
Loan and Serviced B Note (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgage
Loan is then covered thereby), if not borne by the related Mortgagor, shall be paid by the Special Servicer, at its option, or
by the Master Servicer, in either case as a Servicing Advance, subject to the provisions of Section 4.4 hereof. If
such policy contains a deductible clause, the Special Servicer shall, if there shall not have been maintained on the related Mortgaged
Property a policy complying with this Section 9.9 and there shall have been a loss that would have been covered by
such policy, deposit in the Collection Account the amount not otherwise payable under such master force placed or blanket insurance
policy because of such deductible clause to the extent that such deductible exceeds (i) the deductible under the related
Mortgage Loan, A/B Whole Loan or Loan Pair or (ii) if there is no deductible limitation required under the Mortgage Loan,
A/B Whole Loan or Loan Pair, the deductible amount with respect to insurance policies generally available on properties similar
to the related Mortgaged Property which is consistent with the Servicing Standard, and deliver to the Trustee an Officer’s
Certificate describing the calculation of such amount. In connection with its activities as administrator and servicer of the
Mortgage Loans, any Serviced Companion Loan and any Serviced B Note, the Special Servicer agrees to present, on its behalf and
on behalf of the Trustee, claims under any such master force placed or blanket insurance policy.


 


Section
9.10     Presentment
of Claims and Collection of Proceeds. The Special Servicer will prepare and present or cause to be prepared and presented on behalf
of the Trustee all claims under the Insurance Policies with respect to REO Property (other than any REO Property relating to any
Non-Serviced Mortgage Loan), and take such actions (including the negotiation, settlement, compromise or enforcement of the insured’s
claim) as shall be necessary to recover under such policies. Any proceeds disbursed to the Special Servicer in respect of such
policies shall be promptly remitted to the Master Servicer for deposit into the Collection Account, upon receipt of properly identified
funds, except for any amounts realized that are to be applied to the repair or restoration of the applicable REO Property in accordance
with the Servicing Standard. Any extraordinary expenses (but not ordinary and routine or anticipated


 






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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 (provided,
that to the extent any of the foregoing amounts are received after 2:00 p.m. (Eastern time) on any given Business Day, the Special
Servicer shall use commercially reasonable efforts to remit such amounts to the Master Servicer within one (1) Business Day of
receipt of such amounts but, in any event, the Special Servicer shall remit such amounts to the Master Servicer within two (2)
Business Days of receipt of such amounts), and deposited by the Master Servicer in the Collection Account. The Special Servicer
shall be entitled to receive a Liquidation Fee from the Liquidation Proceeds received in connection with a Specially Serviced
Mortgage Loan or REO Property. With respect to each REO Mortgage Loan that is a successor to a Mortgage Loan secured by two or
more Mortgaged Properties, the reference to “REO Property” in the preceding sentence shall be construed on a property-by-property
basis to refer separately to the acquired real property that is a successor to each of such Mortgaged Properties, thereby entitling
the Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in connection with a final disposition of, and
Condemnation Proceeds received in connection with, each such acquired property as the Liquidation Proceeds related to that property
are received. The Special Servicer shall also be entitled to additional special servicing compensation of an amount equal to the
excess, if any, of the aggregate Prepayment Interest Excess relating to Specially Serviced Mortgage Loans that have, during any
Collection Period, been the subject of voluntary Principal Prepayments not from Liquidation Proceeds or from modifications of
Specially Serviced Mortgage Loans for each Distribution Date over the aggregate Prepayment Interest Shortfalls incurred with respect
to such Specially Serviced Mortgage Loans during the same Collection Period. If the Special Servicer is terminated or resigns,
the Special Servicer shall retain the right (and the applicable successor Special Servicer shall not have the right) to receive
(until the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or until the related Mortgaged Property becomes an
REO Property) any and all Workout Fees payable in respect of (i) any Specially Serviced Mortgage Loans serviced by the Special
Servicer that became Rehabilitated Mortgage Loans during the period that it acted as Special Servicer and that were still Rehabilitated
Mortgage Loans at the time of such termination or resignation and (ii) any Specially Serviced Mortgage Loans for which the Special
Servicer has resolved the circumstances and/or conditions causing any such Mortgage Loan to be a Specially Serviced Mortgage Loan
such that the Mortgage Loan would be deemed a Rehabilitated Mortgage Loan but for the related Mortgagor having not yet made, as
of the date of such termination or resignation, three (3) timely Scheduled Payments required by the terms of the workout; provided
that in either case no other event has occurred as of the time of the Special Servicer’s termination or resignation
that would otherwise cause such Mortgage Loan to again become a Specially Serviced Mortgage Loan.


 


(b)          The
Special Servicer shall be entitled to cause the Master Servicer to withdraw (i) from the Collection Account, the Special
Servicer Compensation in respect of each


 






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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 (A) is processed by the Special Servicer or (B) 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 (A) is processed by the Special Servicer or (B) 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 (A) is processed by the Special Servicer or (B) 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;


 


(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-


 






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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 (A) is processed by the Special Servicer or (B) 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)       (a)
50% of other loan processing fees actually paid by the Mortgagors under the Non-Specially Serviced Mortgage Loans to the extent
that the consent of the Special Servicer is required in connection with the associated action or such action is processed by the
Special Servicer, and (b) 100% of other loan processing fees actually paid by the Mortgagors under the Specially Serviced Mortgage
Loans;


 


(viii)      Interest
or other income earned during any Collection Period on deposits in any REO Account maintained by the Special Servicer, in accordance
with Section 9.14 (net of investment losses with respect to such REO Account for such Collection Period); and


 


(ix)         After
application as set forth in Section 5.2(b), any Excess Penalty Charges earned on the Specially Serviced Mortgage Loans.


 


(d)           The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor in respect of
a Mortgage Loan, Loan Pair or A/B Whole Loan and any purchaser of any Mortgage Loan, Loan Pair, A/B Whole Loan or REO Property)
in connection with the disposition, workout or foreclosure of any Mortgage Loan (or Loan Pair or A/B Whole Loan, if applicable),
the management or disposition of any REO Property, or the performance of any other special servicing duties under this Agreement,
other than as expressly provided in this Agreement; provided, that such prohibition shall not apply to Permitted Special
Servicer/Affiliate Fees.


 


(e)           If
the TKG 3 Retail Portfolio Loan Pair becomes a Specially Serviced Mortgage Loan prior to the TKG 3 Retail Portfolio Companion
Loan Securitization Date, the Special Servicer shall service and administer the TKG 3 Retail Portfolio Loan Pair and any related
REO Property in the same manner as any other Specially Serviced Mortgage Loan or REO Property and shall be entitled to all rights
and Special Servicer Compensation earned with respect to the TKG 3 Retail Portfolio Loan Pair as special servicer of such Loan
Pair. Prior to the TKG 3 Retail Portfolio Companion Loan Securitization Date, no other special servicer shall be entitled to any
such compensation or have such rights and obligations. If the TKG 3 Retail Portfolio Loan Pair is still a Specially Serviced Mortgage
Loan on the TKG 3 Retail Portfolio Companion Loan Securitization Date, the Other Special Servicer and the Special Servicer shall
be entitled to compensation with respect to the TKG 3 Retail Portfolio Loan Pair as if the Special


 






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Servicer were being terminated
as Special Servicer and the Other Special Servicer were replacing, and acting successor to, the Special Servicer.


 


Section
9.12     Realization
Upon Defaulted Loans.


 


(a)           The
Special Servicer, in accordance with the Servicing Standard and subject to Section 9.3(a), Section 9.12(b),
Section 9.12(c), Section 9.12(e), Section 9.17 and Section 10.3 and the terms
and conditions of any related Intercreditor Agreement, shall use its reasonable efforts to foreclose upon, repossess or otherwise
comparably convert the ownership of Mortgaged Properties securing such of the Specially Serviced Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments of such Specially
Serviced Mortgage Loan, the sale of such Specially Serviced Mortgage Loan in accordance with this Agreement or the modification
of such Specially Serviced Mortgage Loan in accordance with this Agreement. In connection with such foreclosure or other conversion
of ownership, the Special Servicer shall follow the Servicing Standard. The foregoing is subject to the proviso that the Special
Servicer shall not request that the Master Servicer make a Servicing Advance for Liquidation Expenses that would be a Nonrecoverable
Advance unless the Special Servicer determines that such Servicing Advance is in the best interest of the Certificateholders (and
in the case of any A/B Whole Loan, the holder of the related Serviced B Note and the Trust as a collective whole, and in the case
of any Loan Pair, the holder of the related Serviced Companion Loan and the Trust 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.


 


(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


 






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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 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.


 






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(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 the holder of the related Serviced B Note if in connection with an A/B Whole
Loan and the holder of the related Serviced Companion Loan if in connection with a Loan Pair, taken as a collective whole), 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). The Special Servicer shall have no liability in connection with a release
of lien as contemplated in this paragraph so long as it has acted in accordance with the Servicing Standard and the provisions
of this paragraph.


 


(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 the holder of the
related Serviced B Note if in connection with an A/B Whole Loan and the holder of the related Serviced Companion Loan if in connection
with a Loan Pair), shall sell such REO Property expeditiously, but in any event within the time period, and subject


 






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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 the holder of the related Serviced B Note
if in connection with an A/B Whole Loan and the holder of the related Serviced Companion Loan if in connection with a Loan Pair)
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 the holders of any related Serviced B Note or Serviced
Companion Loan, as applicable, with respect to any A/B Whole Loan or Loan Pair) in the name of LNR
Partners, LLC (or, with respect to an Excluded Mortgage Loan, Wells Fargo Bank, National Association), 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-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23, the holder of any Serviced Companion
Loan and the holder of any Serviced B Note as their interests may appear (each, an “REO Account”), which shall
be an Eligible Account. The Special Servicer shall deposit all funds received with respect to an REO Property in the applicable
REO Account within two (2) days of receipt of properly identified funds. The Special Servicer shall account separately for funds
received or expended with respect to each REO Property. All funds in each REO Account may be invested only in Eligible Investments
at the risk of the Special Servicer. The Special Servicer shall notify the Trustee and the Master Servicer in writing of the location
and account number of each REO Account and shall notify the Trustee prior to any subsequent change thereof.


 


(b)          On
or before each Special Servicer Remittance Date, the Special Servicer shall withdraw from each REO Account and remit to the Master
Servicer for deposit into the Collection Account, the REO Income received or collected during the Collection Period immediately
preceding such Special Servicer Remittance Date on or with respect to the related REO Properties; provided that (i) the
Special Servicer may retain in such REO Account such portion of such proceeds and collections as may be necessary to maintain
in the REO Account sufficient funds for the proper operation, management and maintenance of the related REO Property, including,
without limitation, the creation of reasonable reserves for repairs, replacements, and necessary capital improvements and other
related expenses. The Special Servicer shall notify the Master Servicer of all such remittances (and the REO Properties to which
the deposits relate) made into the Collection Account and (ii) the Special Servicer shall be entitled to withdraw from the
REO Account and pay itself as additional Special Servicing Compensation any interest or net reinvestment income earned on funds
deposited in the REO Account. The amount of any losses incurred in respect of any such investments shall be for the


 






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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 (and in the case of any A/B Whole Loan, the holder of the related Serviced B Note and the Trust
as a collective whole, and in the case of any Loan Pair, the holder of the related Serviced Companion Loan and the Trust 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);


 


(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


 






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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 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


 






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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 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


 






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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 the holder of the related Serviced B Note, if any, if in connection with an A/B Whole Loan and the holder
of the related Serviced Companion Loan, if in connection with a Loan Pair) a statement of accounting for such REO Property, including
without limitation, (i) the Acquisition Date for the REO Property, (ii) the date of disposition of the REO Property,
(iii) the sale price and related selling and other expenses, (iv) accrued interest (including interest deemed to have
accrued) on the Specially Serviced Mortgage Loan to which the REO Property related, calculated from the Acquisition Date to the
disposition date, (v) final property operating statements, and (vi) such other information as the Trustee or the Certificate
Administrator (and the holder of the related


 






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Serviced B Note, if any, if in connection with an A/B Whole Loan and the holder of
the related Serviced Companion Loan, if in connection with a Loan Pair) 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 becoming a Defaulted Loan and if the Special Servicer determines in accordance with the Servicing Standard
that it would be in the best interests of the Certificateholders (as a collective whole as if such Certificateholders constituted
a single lender) to attempt to sell such Defaulted Loan, the Special Servicer shall use reasonable efforts to solicit offers for
such Defaulted Loan on behalf of the Certificateholders and any related Serviced B Note holder or Serviced Companion Loan holder
in such manner as will be reasonably likely to realize a fair price. Subject to the provisions of this Section 9.17 and
Section 10.3, the Special Servicer shall accept the first (and, if multiple offers are contemporaneously received, the
highest) cash offer received from any Person that constitutes a fair price for such Defaulted Loan.


 


(b)          The
Special Servicer shall give the Trustee, the Certificate Administrator, the Custodian, the 17g-5 Information Provider, the Controlling
Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Master Servicer, the
Trust Advisor (other than during any Subordinate Control Period) and the holder of any related Serviced B Note or Serviced Companion
Loan not less than five (5) Business Days’ prior written notice of its intention to sell any Defaulted Loan. No Interested
Person shall be obligated to submit an offer to purchase any Defaulted Loan, and notwithstanding anything to the contrary contained
herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Defaulted
Loan pursuant hereto.


 






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(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 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


 






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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).


 


(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.


 






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(i)          In
the case of a Defaulted Loan that is part of a Loan Pair, if the Special Servicer determines to attempt to sell such Mortgage
Loan it shall sell such Defaulted Loan together with the related Serviced Companion Loan as a whole loan pursuant to this Agreement
and the terms of the related Intercreditor Agreement.


 


With
respect to any such Defaulted Loan, the Special Servicer shall solicit offers for such Defaulted Loan together with the related
Serviced Companion Loan as a whole loan and shall require that all offers be submitted to the Trustee in writing. Whether any
cash offer constitutes a fair price for any such Loan Pair for purposes of this Section 9.17 shall be determined by the
Special Servicer (unless the offeror is an Interested Person, in which case the Trustee shall make such determination); provided,
that no offer from an Interested Person (as defined in the related Intercreditor Agreement) for a Loan Pair shall constitute a
fair price unless (i) it is the highest offer received and (ii) at least two bona fide other offers are received from independent
third parties. In determining whether any offer received represents a fair price for any such Loan Pair, the Trustee shall be
supplied with and shall rely on the most recent Appraisal or updated Appraisal conducted in accordance with this Agreement within
the preceding nine (9)-month period or, in the absence of any such Appraisal, on a new Appraisal. The Trustee shall select the
appraiser conducting any such new Appraisal. The cost of any such Appraisal shall be covered by, and shall be reimbursable as,
a Servicing Advance. In determining whether any such offer from a Person constitutes a fair price for any such Loan Pair, the
Trustee shall instruct the appraiser to take into account (in addition to the results of any Appraisal or updated Appraisal that
it may have obtained pursuant to this Agreement within the prior nine (9) months), as applicable, among other factors, the period
and amount of any delinquency on the affected Loan Pair, the occupancy level and physical condition of the related Mortgaged Property
and the state of the local economy. The Trustee may conclusively rely on the opinion of an Independent appraiser or other Independent
expert in real estate matters selected with reasonable care and retained by the Trustee at the expense of the Trust and the holder
of the related Serviced Companion Loan in connection with making such determination. Notwithstanding the foregoing, the Special
Servicer shall not be permitted to sell the Loan Pair without the written consent of the related Serviced Companion Loan holder
unless the Special Servicer has delivered to such holder: (a) at least 15 Business Days prior written notice of any decision to
attempt to sell the Loan Pair; (b) at least 10 days prior to the proposed sale, a copy of each bid package (together with any
amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale, (c) at least 10 days
prior to the proposed sale, a copy of the most recent Appraisal for the Loan Pair, and any documents in the Servicer Mortgage
File requested by such holder and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded
to other offerors and the Controlling Class Representative) prior to the proposed sale date, all information and other documents
being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer
in connection with the proposed sale; provided, that such holder may waive any of the delivery or timing requirements set
forth in this sentence. Subject to the foregoing, each of the Controlling Class Representative, the Serviced Companion Loan holder
or a representative thereof shall be permitted to submit an offer at any sale of a Loan Pair.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust) designate an


 






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independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject mortgage loan, that has been selected with reasonable care by the Trustee to determine if such cash
offer constitutes a fair price for such mortgage loan. If the Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph shall be covered by,
and shall be reimbursable from, the Collection Account, to the extent of the pro rata portion allocable to the related
Mortgage Loan, and the related Custodial Account, to the extent of the applicable portion allocable to the related Serviced Companion
Loan in accordance with the related Intercreditor Agreement; provided, that, the Trustee shall not engage a third party
expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(j)          Notwithstanding
anything to the contrary herein, any purchase of a Defaulted Loan pursuant to this Section 9.17 will remain subject
to the cure and purchase rights of, in each case if applicable, the holder of any related B Note or Serviced Companion Loan
as set forth in the related Intercreditor Agreement and any holder of a related mezzanine loan as set forth in the related mezzanine
loan intercreditor agreement. The Special Servicer shall determine the price to be paid in accordance with the terms of the Intercreditor
Agreement or the related mezzanine loan intercreditor agreement in connection with any such purchase rights in favor of the holder
of the related B Note, Serviced Companion Loan or mezzanine loan, as applicable, and shall provide such notices to the holder
of the related B Note, Serviced Companion Loan or mezzanine loan, as applicable, as are required by the Intercreditor Agreement
or the related mezzanine loan intercreditor agreement, as the case may be, in connection with each such holders’ purchase
rights.


 


Section
9.18     A/B
Whole Loans. The parties acknowledge that, the Special Servicer shall not be entitled or required to exercise the rights and
powers granted to any “Note B Holder” as defined under the related Intercreditor Agreement. Subject to Section
10.3, when (i) any A Note or Serviced B Note under any A/B Whole Loan, (ii) any Serviced Pari Passu Mortgage Loan or Serviced
Companion Loan under any Loan Pair, or (iii) any Mortgage Loan with any related mezzanine loan, as applicable, constitutes a Specially
Serviced Mortgage Loan, the Special Servicer shall be entitled to exercise the rights and powers granted under the related Intercreditor
Agreement or mezzanine loan intercreditor agreement that the Master Servicer would be entitled to exercise under Section 8.3(j)
hereof with respect to the related A Note, Serviced Pari Passu Mortgage Loan or Mortgage Loan, as applicable.


 


Section
9.19     Reserved.


 


Section
9.20     Merger
or Consolidation. Any Person into which the Special Servicer may be merged or consolidated, or any Person resulting from any
merger, conversion, other change in form or consolidation to which the Special Servicer shall be a party, or any Person succeeding
to the business of the Special Servicer, shall be the successor of the Special Servicer hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto; provided, that the Special Servicer shall have
provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any
such NRSRO evidencing interests in any Serviced Companion Loan or


 






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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 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


 






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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 DBRS and a commercial mortgage loan securitization that was rated by Moody’s, in each case within the twelve (12)
month period prior to the date of determination, and neither DBRS 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 the sole or 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 DBRS and/or Moody’s in such twelve (12) month period, then
such Rating Agency shall have provided a Rating Agency Confirmation; and (B) such successor special servicer has a special servicer
rating of at least “CSS3” from Fitch; 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


 






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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 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 DBRS and a commercial mortgage loan securitization that was rated by Moody’s, in each
case within the twelve (12) month period prior to the date of determination, and neither DBRS 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 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 DBRS and/or
Moody’s in such twelve (12) month period, then such Rating Agency shall have provided a Rating Agency Confirmation; and
(B) the successor special servicer has a special servicer rating of at least “CSS3” from Fitch. 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,


 






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employee, member, manager or agent of the Special Servicer may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction
of the Master Servicer or any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer) respecting
any matters arising hereunder. Except as specifically provided in Section 9.34, the Special Servicer shall not be under
any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Specially
Serviced Mortgage Loans in accordance with this Agreement; provided that the Special Servicer may in its sole discretion
undertake any such action which it may reasonably deem necessary or desirable in order to protect the interests of the Certificateholders,
the holder of any Serviced B Note, the holder of any Serviced Companion Loan and the Trustee in the Specially Serviced Mortgage
Loans, or shall undertake any such action if instructed to do so by the Trustee. In such event, all legal expenses and costs of
such action (other than those that are connected with the routine performance by the Special Servicer of its duties hereunder)
shall be expenses and costs of the Trust, and the Special Servicer shall be entitled to be reimbursed therefor as a Servicing
Advance, together with interest thereon, as provided by Section 5.2 hereof.


 


(b)          In
addition, the Special Servicer shall have no liability with respect to, and shall be entitled to conclusively rely on as to the
truth of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Special
Servicer and conforming to the requirements of this Agreement, including by the Master Servicer. Neither the Special Servicer,
nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any error of judgment
made in good faith by any officer, unless it shall be proved that the Special Servicer or such officer was negligent in ascertaining
the pertinent facts. Neither the Special Servicer, nor any Affiliate, director, officer, employee, member, manager or agent, shall
be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within
the discretion, rights or powers conferred upon it by this Agreement. The Special Servicer shall be entitled to rely on reports
and information supplied to it by the Master Servicer and the related Mortgagors and shall have no duty to investigate or confirm
the accuracy of any such report or information unless otherwise required hereunder. The Special Servicer shall have no liability
for the inaccuracy of any of its reports due to the inaccuracy of the information provided by the Master Servicer and shall have
no obligation to investigate or confirm the accuracy of any information provided to it by the Master Servicer.


 


(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


 






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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 other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably
believed or in good faith believed by it to be genuine.


 


(e)           The
Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer shall be indemnified
by the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, as the case may be, and held harmless against
any loss, liability or expense including reasonable attorneys’ fees incurred in connection with any legal action relating
to the Master Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case
may be, respective willful misfeasance, bad faith or negligence in the performance of its respective duties hereunder or by reason
of negligent disregard by such Person of its respective duties hereunder, other than any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence in the performance of any of the Special Servicer’s duties hereunder
or by reason of negligent disregard of the Special Servicer’s obligations and duties hereunder. The Special Servicer shall
promptly notify the Master Servicer, the Trustee, the Certificate Administrator and the Custodian, if a claim is made by a third
party entitling the Special Servicer to indemnification hereunder, whereupon, subject to Section 9.34, the Master Servicer,
the Trustee, the Certificate Administrator or the Custodian, in each case, to the extent the claim was made in connection with
its willful misfeasance, bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory
to the Special Servicer). Any failure to so notify the Master Servicer, the Trustee, the Certificate Administrator or the Custodian
shall not affect any rights the Special Servicer may have to indemnification hereunder or otherwise, unless the interest of the
Master Servicer, the Trustee, the Certificate Administrator or the Custodian is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the termination, removal or resignation of the Special Servicer.
Any payment hereunder made by the Master Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may
be, pursuant to this paragraph to or at the direction of the Special Servicer shall be paid from the Master Servicer’s,
the Trustee’s, the Certificate Administrator’s or the Custodian’s, as the case may be, own funds, without reimbursement
from the Trust therefor, except achieved through subrogation as provided in this Agreement. Any expenses incurred or indemnification
payments made by the Trustee, the Certificate Administrator, the Custodian or the Master Servicer shall be reimbursed by the party
so paid or at the direction of which a payment was made, if a court of competent jurisdiction makes a final judgment that the
conduct of the Trustee, the Certificate Administrator, the Custodian or the Master Servicer, as the case may be, was not culpable
or such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.


 






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Section
9.24     Indemnification;
Third-Party Claims.


 


(a)          The
Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special
Servicer Indemnified Parties”) shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any
Serviced Companion Loans and any Serviced B Notes (including REO Loans), against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer
Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced
Companion Loans, any Serviced B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement
reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer
in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling
Class Representative, any Loan-Specific Directing Holder or the Master Servicer pursuant to any provision of this Agreement or
the applicable Intercreditor Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members,
managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’
fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in
the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability
or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant
to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement;
(C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach
on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal
action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on
the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations
or duties.


 


Except
as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including
in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or grantor
trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions
or provisions relating to the grantor trust or the actual payment of any REMIC tax or grantor trust tax or expense with respect
to any REMIC or grantor trust formed hereunder) shall be paid out of collections on, and other proceeds of, the Mortgage Loans
as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any Serviced B Note. In the case
of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any
determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC
tax or expense:


 


(1)
if such Special Servicer Losses relate to a Loan Pair, then (subject to the related Intercreditor Agreement) such indemnification
shall be paid (x) first, out of collections on, and other proceeds of, such Serviced Pari Passu Mortgage Loan and Serviced
Companion Loan, in the relative proportions provided for in the applicable Intercreditor Agreement and (y) if the


 






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collections
and proceeds described in subclause (x) of this clause (1) are not sufficient to so indemnify the
Special Servicer Indemnified Parties on a current basis, then the balance of such indemnification shall be paid out of collections
on, and other proceeds of, the Mortgage Loans as a whole; and


 


(2)
if such Special Servicer Losses relate to any A/B Whole Loan, then (subject to the related Intercreditor Agreement) such indemnification
shall be paid (x) first, if and to the extent permitted under the applicable Intercreditor Agreement, out of collections
on, and other proceeds of such A/B Whole Loan, and (y) if the collections and proceeds described in subclause (x)
of this clause (2) are not sufficient to so indemnify the Special Servicer Indemnified Parties on a current
basis, then the balance of such indemnification shall be paid out of collections on, and other proceeds of, the Mortgage Loans
as a whole.


 


The
Special Servicer shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trustee) and the Trust
shall pay, from amounts on deposit in the Collection Account pursuant to Section 5.2, all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them
in respect of such claim. The Master Servicer shall promptly make from the Collection Account (and, if and to the extent that
the amount due shall be paid from collections on, and other proceeds of, any Serviced Companion Loan or any Serviced B Note, as
set forth above, out of the related Custodial Account) any payments certified by the Special Servicer to the Master Servicer,
the Trustee and the Certificate Administrator as required to be made to the Special Servicer pursuant to this Section 9.24.


 


(b)          The
Special Servicer agrees to indemnify the Trust, and each other party to this Agreement and any director, officer, member, manager,
employee or agent or Controlling Person thereof, and hold them harmless against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that such person may
sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the performance of duties hereunder
or by reason of negligent disregard of obligations and duties hereunder by the Special Servicer. The Trustee, the Depositor, the
Certificate Administrator, the Custodian, the Trust Advisor or the Master Servicer shall immediately notify the Special Servicer
if a claim is made by a third party with respect to this Agreement or the Specially Serviced Mortgage Loans entitling the Trust
or the Trustee, the Depositor, the Certificate Administrator, the Custodian, the Trust Advisor or the Master Servicer, as the
case may be, to indemnification hereunder, whereupon the Special Servicer shall assume the defense of any such claim (with counsel
reasonably satisfactory to the Trustee, the Depositor, the Certificate Administrator, the Custodian, the Trust Advisor or the
Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify
the Special Servicer shall not affect any rights the Trust or the Trustee, the Depositor, the Certificate Administrator, the Custodian,
the Trust Advisor or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Special Servicer’s
defense of such claim is materially prejudiced thereby. Any expenses incurred or indemnification payments made by the Special
Servicer shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction
makes a final, non-appealable judgment that the conduct of the Special Servicer was


 






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not culpable or such indemnifying party was
found to not have acted with willful misfeasance, bad faith or negligence.


 


(c)          The
indemnification provided in Sections 9.24(a) and 9.24(b) shall survive the termination of this Agreement and the
termination or resignation of the Special Servicer, the Certificate Administrator, the Custodian, the Trust Advisor, the Master
Servicer or the Trustee.


 


(d)          Any
Non-Serviced Mortgage Loan Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of such Non-Serviced
Mortgage Loan Special Servicer shall be indemnified by the Trust and held harmless against the Trust’s pro rata share
of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities,
fees and expenses incurred in connection with any legal action relating to any Non-Serviced Mortgage Loan Pooling and Servicing
Agreement and this Agreement, and relating to any Non-Serviced Mortgage Loan (but excluding any such losses allocable to the related
Non-Serviced Companion Loans), reasonably requiring the use of counsel or the incurring of expenses other than any losses incurred
by reason of any Non-Serviced Mortgage Loan Special Servicer’s willful misfeasance, bad faith or negligence in the performance
of its duties under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


Section
9.25     Reserved.


 


Section
9.26     Special
Servicer May Own Certificates. The Special Servicer or any agent of the Special Servicer in its individual capacity or in
any other capacity may become the owner or pledgee of Certificates with the same rights as it would have if they were not the
Special Servicer or such agent. Any such interest of the Special Servicer or such agent in the Certificates shall not be taken
into account when evaluating whether actions of the Special Servicer are consistent with its obligations in accordance with the
Servicing Standard regardless of whether such actions may have the effect of benefiting the Class or Classes of Certificates owned
by the Special Servicer.


 


Section
9.27     Tax
Reporting. The Special Servicer shall provide the necessary information to the Master Servicer to allow the Master Servicer
to comply with the Mortgagor tax reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code with respect
to any Specially Serviced Mortgage Loan and any REO Property. The Special Servicer shall provide to the Master Servicer copies
of any such reports. The Master Servicer shall forward such reports to the Certificate Administrator.


 


Section
9.28     Application
of Funds Received. It is anticipated that the Master Servicer will be collecting all payments with respect to the Mortgage
Loans, any Serviced Companion Loan and any Serviced B Note (other than payments with respect to REO Income). If, however, the
Special Servicer should receive any payments with respect to any Mortgage Loan (other than REO Income) it shall, within one (1)
Business Day of receipt from the Mortgagor or otherwise of any amounts attributable to payments with respect to or the sale of
any Mortgage Loan or any Specially Serviced Mortgage Loan, if any (but not including REO Income, which shall be deposited in the
applicable REO Account as provided in Section 9.14 hereof) remit such payment or other amounts (endorsed, if applicable,
to the order of the Master


 






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Servicer), to the Master Servicer for deposit into the Collection Account. The Special Servicer shall
notify the Master Servicer of each such amount received on or before the date required for the making of such deposit or transfer,
as the case may be, indicating the Mortgage Loan or the Specially Serviced Mortgage Loan to which the amount is to be applied
and the type of payment made by or on behalf of the related Mortgagor.


 


Section
9.29     Compliance
with REMIC Provisions and Grantor Trust Provisions. The Special Servicer shall act in accordance with this Agreement and the
REMIC Provisions and related provisions of the Code in order to create or maintain the status of any REMIC Pool as a REMIC and
the Grantor Trust created hereby as a grantor trust or, as appropriate, adopt a plan of complete liquidation. The Special Servicer
shall not (A) take any action or cause any REMIC Pool to take any action that could (i) endanger the status of any REMIC
Pool as a REMIC under the Code or (ii) subject to Section 9.14(e), result in the imposition of a tax upon any
REMIC Pool (including, but not limited to, the tax on prohibited transactions as defined in Code Section 860F(a)(2) or on
contributions pursuant to Section 860G(d)) or (B) take any action or cause the Grantor Trust to take any action that
could (i) endanger its status as a grantor trust, an “investment trust” under Treasury Regulations Section 301.7701-4(c),
or a “domestic trust” under Treasury Regulations Section 301.7701-7 or (ii) result in the imposition of any tax
upon the Grantor Trust unless the Master Servicer and the Certificate Administrator have received a Nondisqualification Opinion
(at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status
or result in the imposition of such tax. The Special Servicer shall comply with the provisions of Article XII hereof. Notwithstanding
the foregoing, the Special Servicer shall not be liable for an Adverse REMIC Event resulting from the failure of any Mortgage
Loan by its terms to comply with Revenue Procedure 2010-30 or other REMIC Provisions.


 


Section
9.30     Termination.


 


(a)           The
obligations and responsibilities of the Special Servicer created hereby (other than the obligation of the Special Servicer to
make payments to the Master Servicer as set forth in Section 9.28 and the obligations of the Special Servicer pursuant
to Sections 9.3, 9.8 and 9.24 hereof) shall terminate on the date which is the earliest of (i) the later
of (A) the final payment or other liquidation of the last of the Mortgage Loans remaining outstanding (and final distribution
to the Certificateholders) or, (B) the disposition of all REO Property in respect of any Specially Serviced Mortgage Loan
(and final distribution to the Certificateholders), (ii) thirty (30) days following the date on which the Trustee or the
Controlling Class Representative has given written notice to the Special Servicer that the Special Servicer is terminated pursuant
to Section 9.30(b) or 9.30(c), respectively and (iii) the effective date of any resignation of the Special
Servicer effected pursuant to and in accordance with Section 9.21.


 


(b)           The
Trustee may (and, if holders of Certificates representing more than 25% of the aggregate Voting Rights of all Certificates so
direct the Trustee, shall) terminate the Special Servicer if any of the following have occurred and are continuing or have not
been cured:


 


(i)          the
Special Servicer has failed to remit any amount required to be remitted to the Master Servicer within one (1) Business Day
following the date such amount was required to have been remitted under the terms of this Agreement;


 






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(ii)         the
Special Servicer has failed to deposit into any account any amount required to be so deposited or remitted under the terms of
this Agreement which failure continues unremedied for one (1) Business Day following the date on which such deposit or remittance
was first required to be made;


 


(iii)        the
Special Servicer has failed to duly observe or perform in any material respect any of the other covenants or agreements of the
Special Servicer set forth in this Agreement (other than if and for so long as the Trust or a trust created pursuant to an Other
Companion Loan Pooling and Servicing Agreement is subject to the reporting requirements of the Exchange Act, the duties, covenants
or agreements set forth in Article XIII to the extent described in Section 9.30(b)(ix)), and the Special Servicer has failed
to remedy such failure within thirty (30) days after written notice of such failure, requiring the same to be remedied, shall
have been given to the Special Servicer by the Depositor or the Trustee; provided such cure period may be extended to the
extent necessary to permit the Special Servicer to cure such failure if (A) the Special Servicer certifies to the Trustee and
the Depositor that the Special Servicer is in good faith attempting to remedy such failure, and (B) the Certificateholders would
not be materially and adversely affected thereby; provided, that such cure period may not exceed 90 days;


 


(iv)        the
Special Servicer has made one or more false or misleading representations or warranties herein that materially and adversely affects
the interest of any Class of Certificates, and has failed to cure such breach within thirty (30) days after notice of such breach,
requiring the same to be remedied, shall have been given to the Special Servicer by the Depositor or the Trustee, provided
such cure period may be extended to the extent necessary to permit the Special Servicer to cure such failure if (A) the Special
Servicer certifies to the Trustee and the Depositor that the Special Servicer is in good faith attempting to remedy such failure,
and (B) the Certificateholders shall not be materially and adversely affected thereby; provided that such cure period may
not exceed 90 days;


 


(v)         a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Special Servicer and such
decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(vi)        the
Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to the Special Servicer
or of or relating to all or substantially all of its property;


 


(vii)       the
Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations, or take any corporate action in furtherance of the foregoing;


 






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(viii)      a
Special Servicing Officer of the Special Servicer obtains knowledge that (a) DBRS or Moody’s 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 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 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 DBRS
or Moody’s, as applicable, within sixty (60) days of the date such Special Servicing Officer obtained such actual knowledge)
and, in the case of either of clauses (A) or (B), publicly cited servicing concerns with the Special Servicer
as the sole or material factor in such rating action; or (b) the Special Servicer ceases to have a special servicer rating of
at least “CSS3” from Fitch and such rating is not reinstated within sixty (60) days;


 


(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 is subject
to the reporting requirements of the Exchange Act, the Special Servicer shall fail to terminate, on the same terms and conditions
as those set forth in Section 8.4 for a Sub-Servicer of the Master Servicer, any Sub-Servicer appointed by the Special
Servicer.


 


Such
termination shall be effective on the date that the Trustee specifies in a written notice to the Special Servicer that the Special
Servicer is terminated due to the occurrence of one of the foregoing events and the expiration of any applicable cure period or
grace period specified above for such event. During any Subordinate Control Period, the Controlling Class Representative shall
have the right to appoint a successor Special Servicer if the Trustee terminates the existing Special Servicer.


 


With
respect to any Loan Pair, if any event described clauses 9.30(b)(i)-(x) has occurred that affects the holder of the related Serviced
Companion Loan, such holder shall have the right to direct the Trustee to terminate the Special Servicer under this Agreement
solely with respect to such Loan Pair.


 


Any
event described in clauses (i) through (viii) of the first (1st) sentence of the first paragraph
of this subsection (b) may be waived by the Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting
Rights of the Certificates (except a default in making any required deposits to or payments from the Collection Account or the
Distribution Account or in remitting payments as received, in each case in accordance with this Agreement).


 


(c)          During
any Subordinate Control Period, the Controlling Class Representative, if any, shall have the right to terminate the Special Servicer
(x) for cause at any time and (y) without cause if (A) LNR Partners, LLC or its affiliate is no longer the Special


 






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Servicer or
(B) LNR Securities Holdings, LLC or its affiliate owns less than 15% of the then Controlling Class of Certificates, and in the
case of either clause (x) or (y), 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 Mortgage Loan 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 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


 






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expenses incurred in connection
with the removal and replacement of the Special Servicer pursuant to this paragraph.


 


In
addition, during any Senior Consultation Period, if the Trust Advisor determines that the Special Servicer is not performing its
duties in accordance with the Servicing Standard, the Trust Advisor may recommend the replacement of the Special Servicer. In
such event, the Trust Advisor shall deliver to the Trustee and Certificate Administrator, with a copy to the Special Servicer,
a written recommendation (along with the relevant information justifying its recommendation) of a suggested replacement special
servicer. The Certificate Administrator shall notify each Certificateholder of the recommendation and post it on the Certificate
Administrator’s Website. The replacement of the Special Servicer based on the Trust Advisor’s recommendation must
be confirmed by an affirmative vote of the Holders of Principal Balance Certificates evidencing greater than 50% of the aggregate
Voting Rights of all Principal Balance Certificates on an aggregate basis; provided that if a proposed termination and
replacement of the Special Servicer following the initial recommendation of the Trust Advisor is not consummated within 180 days
following the initial recommendation of the Trust Advisor, then the proposed termination and replacement shall have no further
force and effect. If the Holders of such Principal Balance Certificates elect to remove and replace the Special Servicer, the
Trustee shall provide to each Rating Agency a Rating Agency Communication at that time. If the successor special servicer agrees
to be bound by the terms of this Agreement, the Trustee shall terminate all of the rights and obligations of the Special Servicer
under this Agreement and appoint the successor special servicer approved by the Certificateholders, provided such successor
special servicer satisfies the requirements of Section 9.30(g), subject to the terminated Special Servicer’s
rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set forth in this Agreement
which survive termination. The reasonable costs and expenses associated with the Trust Advisor’s identification of a replacement
special servicer, providing the Rating Agency Communications and administering the vote of the applicable Principal Balance Certificates
will be an Additional Trust Expense. In any case, the Trustee shall notify the outgoing Special Servicer promptly of the effective
date of its termination.


 


(d)          Notwithstanding
any of the foregoing to the contrary, the holder of a Serviced Companion Loan or Serviced B Note or its designee, to the extent
set forth in the related Intercreditor Agreement and only for so long as it is the related Loan-Specific Directing Holder, shall
have the sole right to terminate the Special Servicer with respect to the related Loan Pair or A/B Whole Loan, as applicable,
upon the appointment and acceptance of such appointment by a successor to the Special Servicer; provided that, if such
holder of the related Serviced Companion Loan or Serviced B Note or its designee so terminates the Special Servicer, such holder
of that Serviced Companion Loan or Serviced B Note or its designee shall appoint a successor Special Servicer who will (i) in
the case of the related Loan Pair or A/B Whole Loan, be reasonably satisfactory to the Trustee and to the Depositor; and (ii) execute
and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, whereby the successor Special
Servicer agrees to assume and perform punctually the duties of the Special Servicer specified in this Agreement; and provided,
further, that the Trustee shall provide to each Rating Agency a Rating Agency Communication prior to the termination of
the Special Servicer. The Special Servicer shall not be terminated pursuant to this Section 9.30(d) until a successor
Special Servicer shall have been appointed. The holder of the applicable Serviced Companion Loan or Serviced B Note or its designee
shall pay any costs and expenses incurred by the Trust 






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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
any of the foregoing to the contrary, so long as LNR Securities Holdings, LLC or an Affiliate thereof owns more than 50% of the
Controlling Class or is the representative appointed by such holders pursuant to Section 10.1(a) and (b), such party
shall have no right to replace or remove the Excluded Mortgage Loan Special Servicer with respect to any Excluded 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 Mortgage Loan, as applicable, in accordance with Section 9.30(b), Section 9.30(c) or
Section 9.30(d) or otherwise (any such separate special servicer for a Loan Pair, A/B Whole Loan or Excluded 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 Mortgage Loan, as applicable, as to which a Loan-Specific Special Servicer has been appointed or otherwise relates,
and shall mean the General Special Servicer, in all other cases; (ii) when used in the context of identifying the recipient
of any information, funds, documents, instruments and/or other items, the term “Special Servicer” shall mean the related
Loan-Specific Special Servicer, insofar as such information, funds, documents, instruments and/or other items relate to a Loan
Pair, A/B Whole Loan or Excluded Mortgage Loan, as applicable, as to which a Loan-Specific Special Servicer has been appointed
or otherwise relates, and shall mean the General Special Servicer, in all other cases; (iii) when used in the context of
granting the Special Servicer the right to purchase all of the Mortgage Loans and any REO Properties remaining in the Trust pursuant
to Section 11.1(b), the term “Special Servicer” shall mean the General Special Servicer only; (iv) when
used in the context of granting the Special Servicer any protections, limitations on liability, immunities and/or indemnities
hereunder, the term “Special Servicer” shall mean each Loan-Specific Special Servicer and the General Special Servicer;
and (v) when used in the context of requiring indemnification from, imposing liability on, or exercising any remedies against,
the Special Servicer for any breach of a representation or warranty hereunder or for any negligence, bad faith or willful misconduct
in the performance of duties and obligations hereunder or any negligent disregard of such duties and obligations or otherwise
holding the Special Servicer responsible for any of the foregoing, the term “Special Servicer” shall mean the related
Loan-Specific Special Servicer or the General Special Servicer, as applicable. References in this Section 9.30(f)
to









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“General
Special Servicer” mean the Person performing the duties and obligations of Special Servicer with respect to the Mortgage
Loans (exclusive of each and every A/B Whole Loan and Loan Pair as to which a Loan-Specific Special Servicer has been appointed
and exclusive of the Excluded Mortgage Loans). 


(g)          In
no event may a successor Special Servicer be a current or former Trust Advisor or any Affiliate of such current or former Trust
Advisor. Further, such successor must be a Person that satisfies all of the eligibility requirements applicable to special servicers
contained in this Agreement (other than any net worth requirement during any Subordinate Control Period when the Controlling Class
Representative is appointing the successor Special Servicer in accordance with Section 9.21(a), Section 9.30(b)
or Section 9.30(c)) and, if applicable, any Intercreditor Agreement; provided, that no Rating Agency Confirmation
shall be required in connection with the appointment of any Special Servicer other than pursuant to Section 9.21(b) of
this Agreement. The Special Servicer, any successor Special Servicer and any of their respective Affiliates shall not (i) pay,
or become obligated, whether by agreement or otherwise, and whether or not subject to any condition or contingency, to pay the
Trust Advisor or any Affiliate thereof any fee, or otherwise compensate or grant monetary or other consideration to the Trust
Advisor or any Affiliate thereof (x) in connection with its obligations under this Agreement or the performance thereof or
(y) in connection with the appointment of such Person as, or any recommendation by the Trust Advisor for such Person to become,
the successor Special Servicer, (ii) become entitled to receive any compensation from the Trust Advisor (x) in connection
with its obligations under this Agreement or the performance thereof or (y) in connection with the appointment of such Person
as, or any recommendation by the Trust Advisor for such Person to become, the successor Special Servicer or (iii) become entitled
to receive any fee from the Trust Advisor or any Affiliate thereof in connection with the 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.






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(b)          On
the date specified in a written notice of termination given to the Special Servicer pursuant to clause (ii) of Section 9.30(a),
all authority, power and rights of the Special Servicer under this Agreement, whether with respect to the Specially Serviced Mortgage
Loans or otherwise, shall terminate, subject to the Special Servicer’s right to receive compensation and indemnification
as expressly provided herein, as well as the benefit of any other rights that survive termination hereunder; provided,
that in no event shall the termination of the Special Servicer be effective until the Trustee or other successor Special Servicer
shall have succeeded the Special Servicer as successor Special Servicer, notified the Special Servicer of such designation, and
such successor Special Servicer shall have assumed the Special Servicer’s obligations and responsibilities, as set forth
in an agreement substantially in the form hereof, with respect to the Specially Serviced Mortgage Loans. The Trustee or other
successor Special Servicer may not succeed the Special Servicer as Special Servicer until and unless it has satisfied the provisions
that would apply to a Person succeeding to the business of the Special Servicer pursuant to Section 9.20 hereof and
otherwise complies with Section 9.30(g). The Trustee is hereby authorized and empowered to execute and deliver, on
behalf of the Special Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The Special Servicer agrees
to cooperate with the Trustee in effecting the termination of the Special Servicer’s responsibilities and rights hereunder
as Special Servicer including, without limitation, providing the Trustee all documents and records in electronic or other form
reasonably requested by it to enable the successor Special Servicer designated by the Trustee to assume the Special Servicer’s
functions hereunder and to effect the transfer to such successor for administration by it of all amounts which shall at the time
be or should have been deposited by the Special Servicer in any REO Account and any other account or fund maintained or thereafter
received with respect to the Specially Serviced Mortgage Loans. On the date 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






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evidenced
by an Officer’s Certificate delivered to the Trustee, the Controlling Class Representative (during any Subordinate Control
Period and any Collective Consultation Period), the Trust Advisor (other than during any Subordinate Control Period), the Certificate
Administrator, the Custodian and the Master Servicer no later than the tenth (10th) Business Day following such Final
Recovery Determination. The Special Servicer shall promptly provide the Master Servicer with electronic written notice of any
Final Recovery Determination with respect to any Specially Serviced Mortgage Loan upon making such determination. The Special
Servicer shall promptly provide a copy of such notice electronically to the Trustee, the Custodian, the Certificate Administrator
(who shall promptly post a copy thereof on the Certificate Administrator’s Website pursuant to Section 5.4)
and the 17g-5 Information Provider (who shall promptly post a copy thereof on the 17g-5 Information Provider’s Website pursuant
to Section 5.7)).


 


(c)          The
Special Servicer shall provide to the Master Servicer, at the reasonable request in writing of the Master Servicer, any information
in its possession with respect to the Specially Serviced Mortgage Loans which the Master Servicer shall require in order for the
Master Servicer to comply with its obligations under this Agreement; provided that the Special Servicer shall not be required
to take any action or provide any information that the Special Servicer determines will result in any material cost or expense
to which it is not entitled to reimbursement hereunder or will result in any material liability for which it is not indemnified
hereunder. The Master Servicer shall provide the Special Servicer at the request of the Special Servicer any information in its
possession with respect to the Mortgage Loans which the Special Servicer shall require in order for the Special Servicer to comply
with its obligations under this Agreement.


 


(d)          Not
later than twenty (20) days after any calendar month end, the Special Servicer shall forward to the Master Servicer a statement
setting forth the status of each REO Account as of the close of business for such related calendar month end, stating that all
remittances required to be made by it as required by this Agreement to be made by the Special Servicer have been made (or, if
any required distribution has not been made by the Special Servicer, specifying the nature and status thereof) and showing, for
the related calendar month the aggregate of deposits into and withdrawals from each REO Account.


 


(e)          With
respect to Specially Serviced Mortgage Loans and REO Properties, the Special Servicer shall use reasonable efforts to obtain and,
to the extent obtained, to deliver electronically to the Master Servicer (and the Master Servicer shall, upon receipt, deliver
electronically to the Certificate Administrator, the 17g-5 Information Provider, the Controlling Class Representative (during
any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor (other than during any Subordinate
Control Period)), on or before April 15 of each year, commencing with April 15, 2016, (i) copies of the prior year operating
statements and quarterly statements, if available, for each Mortgaged Property underlying a Specially Serviced Mortgage Loan or
REO Property as of its fiscal year end, provided that either the related Mortgage Note or Mortgage requires the Mortgagor
to provide such information, or if the related Mortgage Loan has become an REO Loan, (ii) a copy of the most recent rent
roll available for each Mortgaged Property, and (iii) a table, setting forth the Debt Service Coverage Ratio and occupancy
with respect to each Mortgaged Property covered by the operating statements delivered above; provided, that, with respect
to any Mortgage Loan that becomes a






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Specially
Serviced Mortgage Loan prior to April 15, 2016 and for which the items in clause (i) and (ii) above have
not been delivered, the Special Servicer shall use reasonable efforts to obtain and, to the extent obtained, deliver such items
to the Master Servicer, the Certificate Administrator, the Rating Agencies (subject to Section 5.7), the Controlling
Class Representative (during any Subordinate Control Period and any Collective Consultation Period) and the Trust Advisor (other
than during any Subordinate Control Period), as soon as possible after receipt of such items.


 


(f)           The
Special Servicer shall deliver to the Master Servicer, the Depositor, the Certificate Administrator, the Trustee and the Custodian
all such other information with respect to the Specially Serviced Mortgage Loans at such times and to such extent as the Master
Servicer, the Trustee, the Certificate Administrator or the Depositor may from time to time reasonably request; provided
that the Special Servicer shall not be required to produce any ad hoc non-standard written reports with respect to such
Specially Serviced Mortgage Loans except if any Person (other than the Certificate Administrator or the Trustee) requesting such
report pays a reasonable fee to be determined by the Special Servicer.


 


(g)          The
Special Servicer shall deliver electronically a written Inspection Report of each Mortgaged Property securing a Specially Serviced
Mortgage Loan in accordance with Section 9.3(b) to the Master Servicer (who shall deliver electronically such written
inspection report to the Certificate Administrator, the 17g-5 Information Provider, the Controlling Class Representative (during
any Subordinate Control Period and any Collective Consultation Period), and the Trust Advisor (other than during any Subordinate
Control Period)).


 


(h)          The
Special Servicer shall prepare a report (the “Asset Status Report”) recommending the taking of certain actions
for each Mortgage Loan that becomes a Specially Serviced Mortgage Loan and deliver such Asset Status Report, together with all
information reasonably requested by the Applicable Control Party in the possession of the Special Servicer that is reasonably
necessary to make a decision regarding the Asset Status Report, to the Controlling Class Representative (during any Subordinate
Control Period and any Collective Consultation Period) 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






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the
related Specially Serviced Mortgage Loan and whether outside legal counsel has been retained;


 


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


 


(iv)        a
summary of the applicable Special Servicer’s recommended action with respect to such Specially Serviced Mortgage Loan;


 


(v)         the
Appraised Value of the related Mortgaged Property or Mortgaged Properties, together with the assumptions used in the calculation
thereof (which the Special Servicer may satisfy by providing a copy of the most recently obtained Appraisal); and


 


(vi)        such
other information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


If
(i) the Applicable Control Party affirmatively approves in writing an Asset Status Report, (ii) after ten (10) Business
Days from receipt of an Asset Status Report, together with all information in the possession of the Special Servicer that is necessary
for the Applicable Control Party to make a decision regarding the Asset Status Report, the Applicable Control Party does not object
to such Asset Status Report or (iii) within ten (10) Business Days after receipt of an Asset Status Report, together with
all information in the possession of the Special Servicer that is necessary for the Applicable Control Party to make a decision
regarding the Asset Status 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






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revise
such Asset Status Report as provided in the prior sentence until the earlier of (a) the delivery by the Applicable Control
Party of an affirmative approval in writing of such revised Asset Status Report, and (b) the failure of the Applicable Control
Party to disapprove such revised Asset Status Report in writing within ten (10) Business Days of its receipt thereof. In any event,
if the Applicable Control Party does not approve an Asset Status Report within ninety (90) days from the submission of such Asset
Status Report, the Special Servicer shall take such action as directed by the Applicable Control Party, provided that such
action does not violate the Servicing Standard. The Special Servicer may, from time to time, modify any Asset Status Report it
has previously delivered and implement the new action in such revised report so long as such revised report has been prepared,
reviewed and either approved or not rejected as provided above. 


Other
than with respect to an A/B Whole Loan or a Loan Pair as to which the holder of 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.


 


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


 






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Report
(which summary shall solely reflect such Final Asset Status Report and not include extraneous information).





Notwithstanding
anything herein to the contrary: (i) the Special Servicer shall have no right or obligation to consult with or to seek and/or
obtain consent or approval from any Controlling Class Representative prior to acting (and provisions of this Agreement requiring
such consultation, consent or approval shall be of no effect) during the period following any resignation or removal of a Controlling
Class Representative and before a replacement is selected; and (ii) no advice, direction or objection from or by (x) the Controlling
Class Representative, as contemplated by Section 10.3 or any other provision of this Agreement, (y) a Loan-Specific
Directing Holder, as contemplated by this Agreement or the related Intercreditor Agreement, or (z) the Trust Advisor, as contemplated
by this Agreement, may (and the applicable Special Servicer shall ignore and act without regard to any such advice, direction
or objection that such Special Servicer has determined, in its reasonable, good faith judgment, would): (A) require or cause
such Special Servicer to violate applicable law, the terms of any Mortgage Loan or any other Section of this Agreement, including
the applicable Special Servicer’s obligation to act in accordance with the Servicing Standard, (B) result in an Adverse
REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust, (C) expose
the Trust, any Certificateholder the Depositor, the Master Servicer, the Special Servicer, Certificate Administrator, the Custodian,
the Trustee or any of 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


 



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any
REMIC Pool and the grantor trust status of the Grantor Trust or (ii) expose the Special Servicer, the Trust, the Certificate
Administrator, the Custodian or the Trustee to liability or materially expand the scope of the Special Servicer’s responsibilities
under this Agreement. In addition, the Special Servicer shall notify the Master Servicer of all expenditures incurred by it with
respect to the Specially Serviced Mortgage Loans which are required to be made by the Master Servicer as Servicing Advances as
provided herein, subject to the provisions of Section 4.4 hereof. The Special Servicer shall also remit all invoices
relating to Servicing Advances promptly upon receipt of such invoices.


 


(b)          In
addition to any other rights that a Controlling Class Representative or Loan-Specific Directing Holder may have hereunder, the
Special Servicer shall from time to time make reports, recommendations and analyses to the Controlling Class Representative (during
any Subordinate Control Period and any Collective Consultation Period and other than with respect to an A/B Whole Loan or a Loan
Pair as to which the holder of 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


 



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(vi)        with
respect to any proposed modification (which shall include any proposed release, substitution or addition of collateral), extension,
waiver, amendment, discounted payoff or sale of a Mortgage Loan (other than any Non-Serviced Mortgage Loan), prepare a summary
of such proposed action and an analysis of whether or not such action is reasonably likely to produce a greater recovery on a
net present value basis (calculated in accordance with Section 1.2(e)) than liquidation of such Mortgage Loan; such analysis
shall specify the basis on which the Special Servicer made such determination, including the status of any existing material default
or the grounds for concluding that a payment default is imminent.


 


Section
9.34     Litigation Control.


 


(a)          With
respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan or any Excluded Mortgage Loan), any Serviced Companion Loan
or any related REO Loan or related REO Property, the Special Servicer shall in accordance with the Servicing Standard, direct,
manage, prosecute and/or defend any action brought by a Mortgagor, guarantor, other obligor under the related Mortgage Loan documents
or any affiliates thereof (each, a “Borrower-Related Party”) against the Trust (including, without limitation,
any action in which both the Trust and the Master Servicer are named) and/or the Special Servicer and represent the interests
of the Trust in any litigation relating to the rights and obligations of a Borrower-Related Party under the related Mortgage Loan
documents, or with respect to the related Mortgaged Property or other collateral securing a Mortgage Loan (other than any Excluded
Mortgage Loan), A/B Whole Loan or Loan Pair, or of the Trust or the enforcement of the obligations of a Borrower-Related Party
under the related Mortgage Loan documents (“Trust-Related Litigation”). In the event that the Master Servicer
is named in any Trust-Related Litigation but the Special Servicer is not named in such Trust-Related Litigation (regardless of
whether the Trust is named in such Trust-Related Litigation), the Master Servicer shall notify the Special Servicer of such litigation
as soon as practicable but in any event no later than within ten (10) Business Days of the Master Servicer receiving service of
such Trust-Related Litigation.


 


(b)          To
the extent the Master Servicer is named in Trust-Related Litigation, and neither the Trust nor the Special Servicer is named,
in order to effectuate the role of the Special Servicer as contemplated by clause (a), the Master Servicer shall (i) provide
monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (ii) seek to have the Trust replace the
Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a party to the lawsuit,
consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests
of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel; provided, that the
Master Servicer shall have the right to engage separate counsel relating to claims against the Master Servicer to the extent set
forth in Section 9.34(e); provided, further, that if there are claims against the Master Servicer and the
Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable
to the Master Servicer.


 


(c)          The
Special Servicer shall not (i) undertake any material settlement of any Trust-Related Litigation or (ii) initiate any material
Trust-Related Litigation unless and until it has notified in writing the Controlling Class Representative (during any Subordinate
Control Period or Collective Consultation Period) and the holder of any related Serviced Companion


 



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Loan
or Serviced B Note (if such matter affects such Serviced Companion Loan or Serviced B Note) (to the extent the identity of the
holder of such Serviced Companion Loan or Serviced B Note is actually known to the Special Servicer) and the Controlling Class
Representative (during any Subordinate Control Period) and the holder of any related Serviced Companion Loan or Serviced B Note
(for so long as such holder is the Loan-Specific Directing Holder in respect of such A/B Whole Loan or Loan Pair, as applicable)
has not objected in writing within five (5) Business Days (or such longer period specified in the related Intercreditor Agreement)
of having been notified thereof and having been provided with all information that it has reasonably requested with respect thereto
promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been
received by the Special Servicer within such time period, then the Controlling Class Representative or the Loan-Specific Directing
Holder, as applicable, shall be deemed to have approved the taking of such action); provided, that, if the Special Servicer
determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders
and, with respect to an A/B Whole Loan or Loan Pair, any related Serviced Companion Loan and/or Serviced B Note holders, the Special
Servicer may take such action without waiting for the Controlling Class Representative’s or the Loan-Specific Directing
Holder’s response.





(d)          Notwithstanding
the foregoing, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation provided
by the Controlling Class Representative or any Loan-Specific Directing Holder that would require or cause the Special Servicer
or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or
cause the Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause the
Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan, A/B Whole Loan or Loan Pair,
expose any Certificateholder or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit
or liability, result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to
the Grantor Trust, result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions or materially expand the scope of the Special Servicer’s, the Master Servicer’s, the
Certificate Administrator’s or the Trustee’s, as applicable, responsibilities under this Agreement.


 


(e)          Notwithstanding
the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights
of the Special Servicer to direct the Master Servicer’s actions in this Section 9.34, the Master Servicer shall retain
the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage
separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s reasonable discretion, the cost
of which shall be subject to indemnification as and to the extent provided in this Agreement.

 


(f)          Further,
nothing in this section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer’s
good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject the Master Servicer
to liability or materially expand the scope of the Master Servicer’s obligations under this Agreement.



 



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(g)          Notwithstanding
the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer
shall have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any claims
asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related
Litigation) (and with respect to any material settlements, with the consent or consultation of the Controlling Class Representative
during a Subordinate Control Period or Collective Consultation Period, respectively, and the consent of the holder of any related
Serviced Companion Loan or Serviced B Note (for so long as such holder is the Loan-Specific Directing Holder in respect of such
A/B Whole Loan or Loan Pair, as applicable)) and (ii) otherwise reasonably direct the actions of the Master Servicer relating
to claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related
Litigation); provided, that in either case that (A) such settlement or other direction does not require any admission of
liability or wrongdoing on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is paid
by the Trust under circumstances in which payment of such cost or judgment is provided for in this Agreement, (C) the Master Servicer
is indemnified as and to the extent provided in this Agreement for all costs and expenses of the Master Servicer incurred in defending
and settling the Trust-Related Litigation and for any judgment, and (D) the Special Servicer provides the Master Servicer with
assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C). Any such action taken by
the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with
the Servicing Standard.


 


(h)          In
the event both the Master Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, the Master Servicer
and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded
to such party in this Section 9.34.


 


(i)           This
Section 9.34 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer
agrees (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation
on behalf of the Trust in accordance with the Servicing Standard.


 


(j)           Notwithstanding
the foregoing, (A) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity,
or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written
notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such proceeding on
its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation
or claim); (B) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding
directly relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage
Loan Documents, or otherwise directly relating to one or more Mortgage Loans or Mortgaged Properties pursuant to the power of
attorney granted to the Special Servicer or the Master Servicer, as applicable, under this Agreement, neither the Master Servicer
nor the Special Servicer shall, without the prior written consent of the Trustee, (i) initiate an action, suit, litigation or
proceeding in the name of the Trustee, whether in such capacity or individually, (ii) engage counsel to represent the Trustee,
or (iii) prepare, execute or deliver any government


 



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filings,
forms, permits, registrations or other documents or take any other similar actions with the intent to cause, and that actually
causes, the Trustee to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer
shall be responsible for any delay due to the unwillingness of the Trustee to grant such consent); and (C) in the event that any
court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising
from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding
on its own behalf in order to protect and represent its interests, whether as Trustee or individually (but not to otherwise direct,
manage or prosecute such litigation or claim); provided, that nothing in this subsection shall be interpreted to preclude
the Special Servicer (with respect to any material Trust-Related Litigation, with the consent or consultation of the Controlling
Class Representative during a Subordinate Control Period or Collective Consultation Period, respectively, to the extent required
in Section 9.34(c) and subject to Section 9.34(d)) from initiating any action, suit, litigation or proceeding in
its name as representative of the Trust.


 


(k)          For
the avoidance of doubt and notwithstanding anything contained herein to the contrary, references to the rights and obligations
of the Special Servicer in this Section 9.34 shall only apply to LNR Partners, LLC to the extent that such entity is acting
as General Special Servicer under this Agreement, and not to the Excluded Mortgage Loan Special Servicer. References to Mortgage
Loans (including related references to associated Mortgagors, guarantors, obligors and Mortgaged Properties) in this Section
9.34 shall mean the Mortgage Loans other than any Non-Serviced Mortgage Loans or Excluded Mortgage Loans.


 


Section
9.35     Excluded Mortgage Loan Notices. Upon a Servicing Officer or Special Servicing Officer, as
applicable, of the Excluded Mortgage Loan Special Servicer or the Master Servicer 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, 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


 



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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, (ii) a Mortgagor or Affiliate thereof will not be permitted to serve as the 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 Controlling Class Certificates owned by such Mortgagor or Affiliate thereof shall be deemed
not to be outstanding (except that the restriction in this clause (ii) will not apply to LNR Securities Holdings, LLC or
an Affiliate thereof by virtue of any equity ownership of its Affiliates in the Mortgagors under any Excluded Mortgage Loan),
and (iii) so long as LNR Securities Holdings, LLC or an Affiliate thereof owns more than 50% of the Controlling Class or is the
representative appointed in accordance with clauses (a) and (b) above, there shall be no Controlling Class Representative
with respect to any Excluded Mortgage Loan, and the Special Servicer shall not be required to obtain the consent of a Controlling
Class Representative for any matters described in Section 10.3 below with respect to any Excluded Mortgage Loan.


 


(d)          The
initial Controlling Class Representative is LNR Securities Holdings, LLC.
The Controlling Class shall give written notice to the Trustee, the Custodian, the Certificate Administrator, the Trust
Advisor, the Master Servicer and the Special Servicer of the appointment of any subsequent Controlling Class Representative (in
order to receive notices hereunder).


 


(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






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Class and a list of the Certificateholders (or Certificate Owners, if applicable, at the expense of the requesting party) of the
Controlling Class to such requesting party.





(g)          Once
a Controlling Class Representative has been selected, each of the Master Servicer, the Special Servicer, the Trust Advisor, the
Depositor, the Certificate Administrator, the Trustee, the Custodian and each other Certificateholder (or Certificate Owner, if
applicable) shall be entitled to rely on such selection unless the Majority Controlling Class Certificateholders shall have notified
each other party to this Agreement and each other Certificateholder of the Controlling Class, in writing, of the resignation of
such Controlling Class Representative or the selection of a new Controlling Class Representative.


 


(h)          Until
it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification with
respect to the identity of the Certificateholders of the Controlling Class and the Controlling Class Representative.


 


Section
10.2     Limitation on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders.
The Controlling Class Representative shall not be liable to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action, in accordance with or as permitted by this Agreement.


 


Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Representative,
the Holders of the Control Eligible Certificates and/or the Loan-Specific Directing Holders may each have special relationships
and interests that conflict with those of Holders of one or more other Classes of Certificates; (ii) the Controlling Class
Representative and/or the Holders of the Control Eligible Certificates may act solely in the interests of the Holders of the respective
Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may act solely in its own
interests; (iii) the Controlling Class Representative, the Holders of the Control Eligible Certificates and the Loan-Specific
Directing Holders do not have any duties to the Holders of any other Class of Certificates; (iv) the Controlling Class Representative
and/or the Holders of the Control Eligible Certificates may take actions that favor interests of the Holders of the respective
Classes of the Control Eligible Certificates (or any of them), and any Loan-Specific Directing Holder may take actions that favor
its interests, over the interests of the Holders of one or more other Classes of Certificates; (v) none of the Controlling
Class Representative, the Holders of the Control Eligible Certificates and/or the Loan-Specific Directing Holders shall have any
liability whatsoever to the Trust, the other parties to this Agreement, the Certificateholders or any other Person (including
any Mortgagor) for having acted or refrained from acting in accordance with or as permitted under the terms of this Agreement;
and (vi) the Holders of the Certificates may not take any action whatsoever against the Controlling Class Representative,
the Controlling Class, any Holder of a Control Eligible Certificate, any Loan-Specific Directing Holder or any of the respective
affiliates, directors, officers, shareholders, members, partners, agents or principals thereof as a result of the Controlling
Class Representative, the Controlling Class, the Holders of the Control Eligible Certificates and/or any Loan-Specific Directing
Holder as applicable, for having acted or refrained from acting in accordance with the terms of and as permitted under this Agreement.






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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 (to the extent that it is authorized to do so hereunder) any of the actions constituting
a Major Decision or a Special Servicer Decision unless the Special Servicer and the Master Servicer mutually agree that the Master
Servicer shall process such action. If the Special Servicer and the Master Servicer mutually agree that the Master Servicer shall
process such action, the Master Servicer shall prepare and forward to the Special Servicer its written recommendation and analysis
and any other information or documents reasonably requested by the Special Servicer (to the extent such information or documents
are in the Master Servicer’s possession). In connection with any such action that the Master Servicer is processing, the
Master Servicer must obtain 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, nor will the Special Servicer itself be permitted to take any of the
actions constituting a Major Decision, (A) during any Subordinate Control Period, as to which the Controlling Class Representative
has objected in writing within ten (10) Business Days (or in the case of a determination of an Acceptable Insurance Default, thirty
(30) days), or (B) in the case of an action relating to an A/B Whole Loan or Loan Pair, while the holder of 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 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






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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. Notwithstanding anything in this Agreement to the contrary, to the extent that the Master Servicer
and Special Servicer mutually agree that the Master Servicer will not process a Major Decision or Special Servicer Decision, the
Master Servicer shall have no duty to deliver to the Special Servicer any analysis or recommendations in connection with any such
action but shall be required to provide all available information that is reasonably necessary for the Special Servicer to make
a decision with respect to the applicable Major Decision or Special Servicer Decision. Notwithstanding any of the foregoing to
the contrary, if the Controlling Class Representative is an Affiliate of a Mortgagor under a Mortgage Loan or a Manager of a Mortgaged
Property and is therefore not a Privileged Person, the Special Servicer shall nevertheless be permitted to provide to the Controlling
Class Representative all information necessary in order to permit the Controlling Class Representative to (i) consult on any matter
with respect to which it is entitled to consult under this Agreement and/or (ii) determine whether to provide the required consent
described above, and the Special Servicer shall not be in breach of this Agreement or the Servicing Standard solely by virtue
of providing such information to the Controlling Class Representative.





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, and (y) 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 for any right of the Controlling Class Representative thereunder,
then none of the Trustee, the






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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 designee is the Loan-Specific Directing Holder with respect to any A/B Whole Loan or Loan






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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 operational practices in light of the Servicing Standard and the requirements of this Agreement







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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. Each of the Special Servicer and, during any Collective Consultation
Period, the Controlling Class Representative shall be given an opportunity to review any Trust Advisor Annual Report at least
five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider; provided,
that the Trust Advisor shall have no obligation to adopt any comments to such Trust Advisor Annual Report that are provided by
the Special Servicer and/or the Controlling Class Representative. Subject to the restrictions in this Agreement, each such Trust
Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s
obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans and REO Properties
and (B) comply with all of the confidentiality requirements described in this






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Agreement
regarding Privileged Information. If the Special Servicer is replaced, the Trust Advisor Annual Report shall only relate to the
entity that was acting as Special Servicer as of December 31st in the prior calendar year and is continuing in such
capacity through the date of such Trust Advisor Annual Report. 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.


 


(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






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calculations
related to (i) Appraisal Reductions or (ii) net present
value, the Special Servicer shall promptly forward such calculations, and the Special Servicer shall promptly forward any supporting
material or additional information necessary in support thereof (including such additional information reasonably requested by
the Trust Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information), to
the Trust Advisor but in any event no later than two (2) Business Days after preparing such calculations, and the Trust Advisor
shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional
materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portions of the applicable formulas required to be utilized in connection with any such calculation prior to utilization by the
Special Servicer provided, that notwithstanding the foregoing, the Trust Advisor will not be permitted to recalculate or
verify any Appraisal Reduction or net present value calculations performed by the Special Servicer with respect to any Serviced
B Note or Serviced Companion Loan for so long as the related Serviced B Note holder or Serviced Companion Loan holder is the related
Applicable Control Party with respect to the related A/B Whole Loan or Loan Pair. The Trust Advisor may not opine on or call into
question these calculations, other than with respect to mathematical errors and the corresponding 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.


 


In
connection with this Section 10.5(d), if the Trust Advisor does not agree with the mathematical calculations or the
application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Trust
Advisor and Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or
any disagreement within five (5) Business Days of delivery of such calculations. If the Trust Advisor and Special Servicer are
not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Trust Advisor
shall promptly notify the Trustee of such disagreement and the Trustee shall determine which calculation is to apply. In making
such determination, the Trustee may hire an independent third-party to assist with any such calculation at the expense of the
Trust.


 


(e)          Notwithstanding
anything herein to the contrary, the Trust Advisor shall have no consultation rights or obligations with respect to any Non-Serviced
Mortgage Loans (or any related REO Property), the TKG 3 Retail Portfolio Mortgage Loan or any Non-Serviced Loan Combination.


 


(f)           During
any Collective Consultation Period and any Senior Consultation Period, the Special Servicer shall consult (on a non-binding basis)
with the Trust Advisor in connection with any Major Decision involving any Mortgage Loan, A/B Whole Loan, Loan Pair or any related
REO Property and consider alternative actions recommended by the Trust Advisor; provided, that with respect to matters
related to any A/B Whole Loan and any Loan Pair, the Special Servicer shall only be required to consult with the Trust Advisor
in respect of such A/B Whole Loan or Loan Pair, as applicable, if the holder of the related Serviced B Note or Serviced Companion
Loan, as applicable, is not, or has ceased to be, the related Loan-Specific Directing Holder, and prior to such time, the Trust
Advisor shall have no obligations under this Agreement with respect to such A/B Whole Loan or Loan Pair, as applicable.






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(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 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






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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.


 


(l)           Notwithstanding
anything in this Agreement to the contrary (i) the Trust Advisor’s assessment of the Special Servicer’s performance
shall be based on the provisions of this Agreement and (ii) so long as LNR Partners, LLC is acting as Special Servicer, LNR Partners,
LLC shall provide the Trust Advisor reasonable access, at LNR Partners, LLC’s offices during normal business hours, to LNR
Partners, LLC’s policies and procedures.  The Trust Advisor will be permitted to review such policies and procedures
but will not be permitted to retain hard copies and will not be provided with any electronic copies or soft copies.  The
Trust Advisor shall keep all information contained in the policies and procedures strictly confidential, except (A) the Trust
Advisor may disclose such information if (i) such information becomes generally available and known to the public other than as
a result of a disclosure directly or indirectly by the Trust Advisor, or (ii) such disclosure is required by applicable law, as
evidenced by an opinion of counsel (which shall be a Trust Advisor Expense) delivered to the Trust Advisor and the Special Servicer,
and (B) the Trust Advisor may disclose a particular portion of the policies and procedures solely when necessary to support specific
conclusions concerning allegations of material deviations from the Servicing Standard (i) in the Trust Advisor Annual Report,
or (ii) in connection with a recommendation by the Trust Advisor to replace LNR Partners, LLC as the Special Servicer pursuant
to the provisions of this Agreement.  Notwithstanding the foregoing, the Trust Advisor will be permitted to share such 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 information to be bound by the same confidentiality provisions applicable to the Trust Advisor.  The Trust
Advisor’s assessment may not take into account the fact that LNR Partners, LLC limited the Trust Advisor’s access
to the LNR Partners, LLC written policies and procedures pursuant to the provisions of this Agreement.  Nothing set forth
herein shall limit or affect the scope of the Trust Advisor’s platform level review in connection with its preparation






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of
the Trust Advisor Annual Report, provided that the Trust Advisor’s access to or reliance upon LNR Partners, LLC’s
written policies and procedures shall be subject to the terms of this paragraph.  During any period when the Special Servicer
is not LNR Partners, LLC or an affiliate of LNR Partners, LLC, the requirements and limitations contained in this paragraph shall
be null and void, and the Trust Advisor shall have adequate and timely access to the policies and procedures of any successor
special servicer as the Trust Advisor determines necessary to fulfill its duties under this Agreement.


 


Section
10.6     Representations, Warranties and Covenants of the Trust Advisor.


 


(a)          The
Trust Advisor hereby represents and warrants to and covenants with each other party to this Agreement and for the benefit of the
Certificateholders, as of the Closing Date:


 


(i)          the
Trust Advisor is duly organized, validly existing and in good standing as a limited liability company under the laws of the State
of Delaware;


 


(ii)         the
Trust Advisor has the full power and authority to execute, deliver, perform, and to enter into and consummate all transactions
and obligations contemplated by this Agreement; the Trust Advisor has duly and validly authorized the execution, delivery and
performance by it of this Agreement and this Agreement has been duly executed and delivered by the Trust Advisor; and this Agreement,
assuming the due authorization, execution and delivery thereof by the other parties hereto, evidences the valid and binding obligation
of the Trust Advisor enforceable against the Trust Advisor in accordance with its terms subject, as to enforcement of remedies,
to applicable bankruptcy, conservatorship, reorganization, insolvency, moratorium, receivership and other similar laws affecting
creditors’ rights generally as from time to time in effect, and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law), and to matters of public policy with respect to indemnification
or contribution as to violations of securities laws;


 


(iii)        the
execution and delivery of this Agreement by the Trust Advisor, the consummation by the Trust Advisor of the transactions contemplated
hereby, and the fulfillment of or compliance by the Trust Advisor with the terms and conditions of this Agreement will not (A)
result in a breach of any term or provision of its organizational documents or (B) conflict with, result in a breach, violation
or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which it is a party
or by which it may be bound, or any law, governmental rule, regulation, or judgment, decree or order applicable to it of any court,
regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects
its ability to perform its obligations under this Agreement;


 


(iv)         no
litigation is pending or, to the best of the Trust Advisor’s knowledge, threatened, against it, the outcome of which, in
the Trust Advisor’s reasonable judgment, could reasonably be expected to materially and adversely affect the execution,
delivery or enforceability of this Agreement or its ability to perform any of its obligations hereunder in accordance with the
terms hereof; and






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(v)          no
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by it of, or compliance by it with, this Agreement, or the consummation of the transactions contemplated hereby,
or if any such consent, approval, authorization or order is required, it has obtained the same or will obtain the same prior to
the time necessary to perform its obligations under this Agreement, and, except to the extent in the case of performance, that
its failure to be qualified as a foreign corporation or licensed in one or more states does not materially and adversely affect
the performance by it of its obligations hereunder.


 


(b)          It
is understood that the representations and warranties set forth in this Section 10.6 shall survive the execution and
delivery of this Agreement.


 


Any
cause of action against the Trust Advisor arising out of the breach of any representations and warranties made in this Section
shall accrue upon the giving of written notice to the Trust Advisor by any of the 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 provide prompt written notice of
the merger or consolidation to the Trustee, the Certificate Administrator and the 17g-5 Information Provider.


 


Notwithstanding
the foregoing, if, and for so long as, the Trust, or, with respect to any Serviced Companion Loan, the trust created pursuant
to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the
Trust Advisor may not remain the Trust Advisor under this Agreement after (x) being merged or consolidated with or into any Prohibited
Party, or (y) transferring all or substantially all of its assets to any Prohibited Party, unless (i) the Trust Advisor is the
surviving entity of such merger, consolidation or transfer or (ii) the Depositor consents to such merger, consolidation or transfer,
which consent shall not be unreasonably withheld (and if, within forty-five (45) days following the date of delivery of a notice
by the Trust Advisor to the Depositor of any merger or similar transaction described in the preceding paragraph, the Depositor
shall have failed to notify the Trust Advisor of the Depositor’s determination to grant or withhold such consent, such failure
shall be deemed to constitute a grant of such consent). 






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Section
10.8     Resignation of Trust Advisor.


 


(a)          Except
as otherwise provided in Section 10.8(b), the Trust Advisor shall not resign from the obligations and duties hereby
imposed on it unless it determines that its duties hereunder are no longer permissible under applicable law or are in material
conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation
of the Trust Advisor shall be evidenced by an opinion of counsel to such effect delivered to the Master Servicer, the Certificate
Administrator, the Depositor and the Trustee.


 


(b)          The
Trust Advisor (at its cost and expense and not at the expense of the Trust) shall have the right to resign from its obligations
and duties under this Agreement and recommend the replacement of the Trust Advisor (which shall be an Eligible Trust Advisor),
provided that the Trust Advisor shall (i) pay, or reimburse the Certificate Administrator or the Trust, as applicable,
for, all of the reasonable costs and expenses to be incurred by the Trust Advisor, the Certificate Administrator and/or the Trust,
as applicable, in connection with obtaining any vote to replace the Trust Advisor (and such fees and expenses will not constitute
Additional Trust Expenses), (ii) pay any amounts in the nature of Trust Advisor Fees, costs or expenses, to the extent such amounts
are in excess of the amounts being paid to the Trust Advisor prior to its resignation, necessary to obtain or payable to a replacement
Trust Advisor, (iii) except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no consent
shall be required), obtain the consent (which shall be obtained prior to any solicitation of votes described below) of the Controlling
Class Representative during any Subordinate Control Period and any Collective Consultation Period, which consent shall be deemed
to have been granted if no objection is made within thirty (30) days following the Controlling Class Representative’s receipt
of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn and (iv)
except in the case of a recommended replacement that is an Eligible Trust Advisor (in which event no vote seeking consent shall
be conducted), obtain the requisite vote of Certificateholders as provided below. In such event, 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






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be
deemed to have consented to the replacement of the existing Trust Advisor with the recommended successor Trust Advisor. If so
confirmed, the Trustee shall terminate all of the rights and obligations of the then existing Trust Advisor under this Agreement
and appoint the successor Trust Advisor approved or deemed approved by the Certificateholders (provided that such successor trust
advisor is an Eligible Trust Advisor). The terminated or resigning Trust Advisor’s rights to indemnification, payment of
outstanding fees, reimbursement of expenses and other rights set forth in this Agreement shall survive its termination or resignation.


 


(c)          No
resignation pursuant to this Section 10.8 shall become effective until a successor Trust Advisor appointed as provided
in Section 10.12(d) shall have assumed the Trust Advisor’s responsibilities and obligations under this Agreement.


 


Section
10.9     Assignment or Delegation of Duties by Trust Advisor. Except as provided in Section 10.7,
the Trust Advisor may not assign or delegate its rights and duties under this Agreement.


 


Section
10.10    Limitation on Liability of the Trust Advisor and Others.


 


(a)          Neither
the Trust Advisor nor any of the Affiliates, directors, officers, employees, members, managers or agents of the Trust Advisor
shall be under any liability to any other party to this Agreement, the Holders of the Certificates, the Underwriters, the Initial
Purchasers, the holder of any Serviced B Note or the holder of any Serviced Companion Loan for any action taken or for refraining
from the taking of any action in good faith and using reasonable business judgment; provided that this provision shall
not protect the Trust Advisor or any such person against any breach of a representation or warranty contained herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties hereunder
or by reason of negligent disregard of obligations and duties hereunder. The Trust Advisor and any Affiliate, director, officer,
employee, member, manager or agent of the Trust Advisor may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person (including, without limitation, the information and reports delivered by or at the direction
of the Master Servicer or any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer) respecting
any matters arising hereunder. The Trust Advisor shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties under this Agreement.


 


(b)          In
addition, the Trust Advisor shall have no liability with respect to, and shall be entitled to conclusively rely on as to the truth
of the statements and the correctness of the opinions expressed in any certificates or opinions furnished to the Trust Advisor
and conforming to the requirements of this Agreement. Neither the Trust Advisor, nor any Affiliate, director, officer, employee,
member, manager or agent, shall be personally liable for any error of judgment made in good faith by any officer, unless it shall
be proved that the Trust Advisor or such officer was negligent in ascertaining the pertinent facts. Neither the Trust Advisor,
nor any Affiliate, director, officer, employee, member, manager or agent, shall be personally liable for any action taken, suffered
or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it
by this Agreement. The Trust Advisor shall be entitled to rely on reports and information supplied to it by the Master Servicer,
the






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Special
Servicer and the related Mortgagors and shall have no duty to investigate or confirm the accuracy of any such report or information.


 


(c)          The
Trust Advisor shall not be obligated to incur any liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by any other party to this Agreement in this Agreement. The Trust
shall indemnify and hold harmless the Trust Advisor from any and all claims, liabilities, costs, charges, fees or other expenses
which relate to or arise from any such breach of representation, warranty or covenant to the extent such amounts are not recoverable
from the party committing such breach.


 


(d)          Except
as otherwise specifically provided herein:


 


(i)          the
Trust Advisor may rely, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate,
certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed or in good faith believed by it to be genuine and to have been signed or presented by
the proper party or parties;


 


(ii)         the
Trust Advisor may consult with counsel, and any written advice or opinion of counsel shall be full and complete authorization
and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such
advice or opinion of counsel; and


 


(iii)        the
Trust Advisor, in preparing any reports hereunder, may rely, and shall be protected in acting or refraining from acting upon any
information (financial or other), statement, certificate, document, agreement, covenant, notice, request or other paper reasonably
believed or in good faith believed by it to be genuine.


 


(e)          The
Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor shall be indemnified
by the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, as
the case may be, and held harmless against any loss, liability or expense including reasonable attorneys’ fees incurred
in connection with any legal action relating to the Depositor’s, the Master Servicer’s, the Special Servicer’s,
the Custodian’s, the Trustee’s or the Certificate Administrator’s, as the case may be, respective willful misfeasance,
bad faith or negligence in the performance of its respective duties hereunder or by reason of negligent disregard by such Person
of its respective duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of any of the Trust Advisor’s duties hereunder or by reason of negligent disregard of the
Trust Advisor’s obligations and duties hereunder. The Trust Advisor shall promptly notify the Depositor, the Master Servicer,
the Special Servicer, the Custodian, the Trustee and the Certificate Administrator, if a claim is made by a third party entitling
the Trust Advisor to indemnification hereunder, whereupon the Depositor, the Master Servicer, the Special Servicer, the Custodian,
the Trustee or the Certificate Administrator, in each case, to the extent the claim was made in connection with its willful misfeasance,
bad faith or negligence, shall assume the defense of any such claim (with counsel reasonably satisfactory to the Trust Advisor).
Any failure to so notify the


 



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Depositor,
the Master Servicer, the Special Servicer, the Custodian, the Trustee or the Certificate Administrator shall not affect any rights
the Trust Advisor may have to indemnification hereunder or otherwise, unless the interest of the Depositor, the Master Servicer,
the Special Servicer, the Custodian, the Trustee or the Certificate Administrator is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the termination or resignation of the Trust Advisor hereunder.
Any payment hereunder made by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or the Custodian, as the case may be, pursuant to this paragraph to the Trust Advisor shall be paid from the Depositor’s,
the Master Servicer’s, the Special Servicer’s, the Trustee’s, the Certificate Administrator’s or the Custodian’s,
as the case may be, own funds, without reimbursement from the Trust therefor, except achieved through subrogation as provided
in this Agreement. Any expenses incurred or indemnification payments made by the Trustee, the Certificate Administrator, the Custodian,
the Special Servicer, the Master Servicer or the Depositor shall be reimbursed by the party so paid or at the direction of which
a payment was made, if a court of competent jurisdiction makes a final judgment that (x) the conduct of the Trustee, the
Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer or the Depositor, as the case may be, was
not culpable or (y) such indemnifying party was found to not have acted with willful misfeasance, bad faith or negligence.


 


Section
10.11    Indemnification;
Third-Party Claims.


 


(a)          The
Trust Advisor and any Affiliate, director, officer, employee, member, manager or agent of the Trust Advisor shall be indemnified
and held harmless by the Trust, out of the proceeds of the Mortgage Loans (subject to Section 6.11) against any and
all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses incurred in connection with any legal action relating to this Agreement, other than any loss, liability or expense
(i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms
of this Agreement; (ii) incurred in connection with any legal action or claim against the party seeking indemnification,
resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iii) incurred
in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance,
bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent
disregard of such obligations or duties. The Trust shall pay, from amounts on deposit in the Collection Account pursuant to Section 5.2,
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. The indemnification provided herein shall survive the termination
of this Agreement and the termination or resignation of the Trust Advisor. Any expenses incurred or indemnification payments made
by the Trust shall be reimbursed by the Trust Advisor, if a court of competent jurisdiction makes a final, non-appealable judgment
that the Trust Advisor was found to have acted with willful misfeasance, bad faith or negligence.


 


(b)          The
Trust Advisor agrees to indemnify the Trust and each other party to this Agreement and any of their respective directors, officers,
employees or agents or Controlling Persons, and hold them harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the






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Trust
or any such party may sustain arising from or as a result of the willful misfeasance, bad faith or negligence in the performance
of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by the Trust Advisor. The Trustee,
the Depositor, the Certificate Administrator, the Custodian, the Special Servicer or the Master Servicer shall immediately notify
the Trust Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust
or the Trustee, the Depositor, the Certificate Administrator, the Custodian, the Special Servicer or the Master Servicer, as the
case may be, to indemnification hereunder, whereupon the Trust Advisor shall assume the defense of any such claim (with counsel
reasonably satisfactory to the Trustee, the Depositor, the Certificate Administrator, the Custodian, the Special Servicer or the
Master Servicer, as the case may be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify
the Trust Advisor shall not affect any rights the Trust or the Trustee, the Depositor, the Certificate Administrator, the Custodian,
the Special Servicer or the Master Servicer may have to indemnification under this Agreement or otherwise, unless the Trust Advisor’s
defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this
Agreement and the termination or resignation of the Trust Advisor, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian or the Trustee. The Trust Advisor shall not be entitled to reimbursement from the Trust for any payment
made by the Trust Advisor pursuant to this paragraph. Any expenses incurred or indemnification payments made by the Trust Advisor
shall be reimbursed by the party so paid or at the direction of which a payment was made, if a court of competent jurisdiction
makes a final, non-appealable judgment that the conduct of the Trust Advisor was not culpable or such indemnifying party was found
to not have acted with willful misfeasance, bad faith or negligence.


 


Section
10.12    Termination of the Trust Advisor.


 


(a)           A
“Trust Advisor Termination Event” means any one of the following events whether it shall be voluntary or involuntary
or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body:


 


(i)          any
failure by the Trust Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of its representations or warranties under this Agreement, which failure or breach shall continue unremedied for a period
of thirty (30) days after the date on which written notice of such failure or breach shall have been given to the Trust Advisor
by the Trustee or the Certificate Administrator or to the Trust Advisor and the Certificate Administrator by the Holders of Certificates
having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates; provided that with respect
to any such failure or breach which is not curable within such 30-day period, the Trust Advisor shall have an additional cure
period of thirty (30) days to effect such cure so long as it has commenced to cure such failure or breach within the initial 30-day
period and has provided the Trustee and the Certificate Administrator with an Officer’s Certificate certifying that it has
diligently pursued, and is continuing to pursue, such cure;






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(ii)         any
failure by the Trust Advisor to perform in accordance with the Trust Advisor Standard which failure shall continue unremedied
for a period of thirty (30) days;


 


(iii)        any
failure by the Trust Advisor to be an Eligible Trust Advisor, which failure shall continue unremedied for a period of thirty (30)
days;


 


(iv)         a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Trust Advisor, and such decree or order shall have
remained in force undischarged or unstayed for a period of sixty (60) days;


 


(v)          the
Trust Advisor shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency,
readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the
Trust Advisor or of or relating to all or substantially all of its property;


 


(vi)         the
Trust Advisor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or


 


(vii)        if,
and for so long as the Trust or a trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement is subject
to the reporting requirements of the Exchange Act, the Trust Advisor shall fail to deliver any Regulation AB and any Exchange
Act reporting items required to be delivered by it under Article XIII of this Agreement at the times required under such
Article.


 


Upon
receipt by the Certificate Administrator of notice of the occurrence of any Trust Advisor Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders by posting such notice on its internet website and by mail, unless
the Certificate Administrator has received notice that it has been remedied. If a Trust Advisor Termination Event shall occur,
then, and in each and every such case, so long as such Trust Advisor Termination Event shall not have been remedied, either (i) the
Trustee may or (ii) upon the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights
of all the Certificates, the Trustee shall, terminate all of the rights and obligations of the Trust Advisor under this Agreement,
other than rights and obligations accrued prior to such termination, by notice in writing to the Trust Advisor. Notwithstanding
anything herein to the contrary, the Depositor shall have the right, but not the obligation, to notify the Certificate Administrator
and the Trustee of any Trust Advisor Termination Event of which the Depositor becomes aware.


 


(b)          Upon
(i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of all the Certificates
requesting a vote to terminate the existing Trust Advisor and to replace the existing Trust Advisor with a proposed successor
Trust






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Advisor
that is an Eligible Trust Advisor, (ii) payment by such Holders to the Trust, the Certificate Administrator and the Trust
Advisor, as applicable, of the reasonable fees and expenses to be incurred by the Trust, the Certificate Administrator and the
Trust Advisor, as applicable, in connection with such vote (which fees and expenses will not constitute Additional Trust Expenses)
and (iii) obtaining the consent (which shall be obtained prior to any solicitation of votes below) of the Controlling Class Representative
during any Subordinate Control Period and any Collective Consultation Period (such consent not to be unreasonably withheld, and
such consent shall be deemed to have been granted if no objection is made within ten (10) Business Days following the Controlling
Class Representative’s receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter
be revoked or withdrawn), the Certificate Administrator shall promptly provide written notice of the requested vote described
in clause (i) above to all Certificateholders by (A) posting such notice on its internet website and including
in the next Distribution Date Statement a statement that such request was received, and (B) mailing it to their addresses appearing
in the Certificate Register. Upon the written direction of Holders of Certificates evidencing more than 75% of all the Voting
Rights of the Certificates, the Trustee shall terminate all of the rights (other than the right to receive accrued and unpaid
fees and expense reimbursements and the right to indemnification hereunder) and obligations of the Trust Advisor under this Agreement
by notice in writing to the Trust Advisor; provided that if that written direction is not provided within 180 days of the
initial request for a vote to terminate and replace the Trust Advisor, then that written direction will have no force and effect.
In addition, the Holders of Certificates evidencing more than 75% of all the Voting Rights of the Certificates may direct the
Trustee not to replace the terminated Trust Advisor); provided that if at any time there is no Trust Advisor acting in
such capacity, the provisions of this Agreement relating to the rights (other than the right to receive accrued and unpaid fees
and expense reimbursements and the right to indemnification hereunder) and obligations of the Trust Advisor will have no force
and effect; and provided, further, that, if the Holders of at least 25% of the Voting Rights of the Certificates
subsequently request a vote to reinstate the role of Trust Advisor and appoint a new Trust Advisor under this Agreement, and the
Holders of at least 75% of the Voting Rights of the Certificates vote in favor of such reinstatement and appointment, then a new
Trust Advisor will be appointed and references to Trust Advisor in this Agreement will again be applicable. The provisions set
forth in the foregoing sentences of this Section 10.12(b) shall be binding upon and inure solely to the benefit of
the Certificateholders and the Trustee as between each other. The Trust Advisor shall not have any cause of action based upon
or arising from any breach or alleged breach of such provisions; provided that this sentence shall not affect the Trust
Advisor’s right to receive accrued and unpaid fees and expense reimbursements and the right to indemnification hereunder.
As between the Trust Advisor, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled
in their sole discretion to vote for the termination or not vote for the termination of the Trust Advisor.





(c)          If
there are no Classes of Principal Balance Certificates outstanding other than the Control Eligible Certificates, then the Holders
of Certificates representing greater than 50% of the junior-most Class of such Classes of Certificates outstanding may elect to
terminate the Trust Advisor without payment of any termination fee by written notice delivered to the Depositor and the Trust
Advisor. Upon its receipt of notice from such Holders of their election to so terminate the Trust Advisor, the Trustee shall terminate
all of the rights and obligations of the Trust Advisor under this Agreement by notice in writing to the Trust Advisor. If the
Trust






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Advisor
is terminated pursuant to this Section 10.12(c), then no replacement Trust Advisor will be appointed.





(d)          On
or after the receipt by the Trust Advisor of written notice of termination pursuant to Section 10.12(a), Section 10.12(b)
or Section 10.12(c), or the effectiveness of any resignation by the Trust Advisor pursuant to Section 10.8,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Trust Advisor
shall execute any and all documents and other instruments, and do or accomplish all other acts or things necessary or appropriate
to effect the purposes of such notice of termination. As soon as practicable, but in no event later than fifteen (15) Business
Days (or such longer period of time as may be reasonably necessary to find a willing successor trust advisor if no willing successor
trust advisor can be identified in such fifteen (15) Business Day period) after (1) the Trust Advisor resigns pursuant to
Section 10.8 or (2) the Trustee delivers such written notice of termination to the Trust Advisor pursuant to
Section 10.12(a) or Section 10.12(b), the Trustee shall appoint a successor Trust Advisor (to the extent
a willing successor trust advisor can be identified) that is an Eligible Trust Advisor (which successor Trust Advisor may be an
Affiliate of the Trustee) and shall be the recommended or proposed Trust Advisor in the case of a resignation pursuant to Section 10.8(b)
or a termination pursuant to Section 10.12(b). During any Subordinate Control Period and any Collective Consultation
Period, the Controlling Class Representative shall have the right to consent, such consent not to be unreasonably withheld, to
any replacement for a Trust Advisor terminated pursuant to Section 10.12(a) (except that such consent will be deemed to
have been granted if no objection is made within ten (10) Business Days following the Controlling Class Representative’s
receipt of the request for consent and, if granted, such consent cannot thereafter be revoked or withdrawn). If the Trustee is
the successor Master Servicer or successor Special Servicer, neither the Trustee nor any of its Affiliates shall be the successor
Trust Advisor. If the termination of the Trust Advisor is pursuant to Section 10.12(b), and if the Holders of Certificates
representing more than 75% of the aggregate Voting Rights of the Certificates so direct, then the Trustee shall not replace the
terminated Trust Advisor (subject to the provisos to the third (3rd) sentence of Section 10.12(b)). Except
as contemplated by Section 10.12(b), and except for any consent rights of the Controlling Class Representative expressly
set forth in this Article X, the appointment of the successor Trust Advisor shall not be subject to the vote, consent or
approval of the Holder of any Class of Certificates. The Trust Advisor shall not at any time be the Depositor, the Master Servicer,
the Special Servicer, a Seller or an Affiliate of any of them. If any of such entities becomes the Trust Advisor, including by
means of an affiliation arising after the date hereof, the Trust Advisor shall immediately resign, and the Trustee shall appoint
a successor Trust Advisor subject to and in accordance with this Section 10.12(d).


 


Upon
any resignation or termination of the Trust Advisor and, if applicable, appointment of a successor Trust Advisor, the Trustee
shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator
(who shall promptly post such notice to the Certificateholder’s Website pursuant to Section 5.4), the 17g-5 Information
Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 5.7),
the Depositor, the Certificateholders and, during any Subordinate Control Period and any Collective Consultation Period, the Controlling
Class Representative. If the Trust Advisor resigns or is terminated for any reason, all of its rights and obligations under this
Agreement shall terminate, other than any rights or obligations that






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accrued
prior to the date of such termination (including the right to receive all fees, expenses and indemnities accrued and owing to
it under this Agreement which shall be payable in accordance with the priorities and subject to the limitations set forth herein
including, without limitation, Section 6.11).


 


Section
10.13    Rights of the Holders of a Serviced B Note and Serviced Companion Loan. With respect to each
A/B Whole Loan (if any) and Loan Pair (if any), the holder of any related Serviced B Note and the holder of any related Serviced
Companion Loan shall have such consent rights or consultation rights, if any, during the specified time periods, as are set forth
in the related Intercreditor Agreement.


 


Notwithstanding
the foregoing, if the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard,
that immediate action is necessary to protect the interest of the Certificateholders and the holder of any related Serviced B
Note or Serviced Companion Loan (as a collective whole), then the Master Servicer or Special Servicer, as applicable may take
any such action without waiting for the response of the holder of the Serviced B Note or holder of the Serviced Companion Loan
provided for in the related Intercreditor Agreement.


 


In
addition, with respect to any A/B Whole Loan or Loan Pair, to the extent provided for in the related Intercreditor Agreement,
the holder of a Serviced B Note or holder of a Serviced Companion Loan may direct the Master Servicer or Special Servicer, as
applicable, to take, or to refrain from taking, such actions as such holder may deem advisable or as to which provision is otherwise
made herein. Upon reasonable request, to the extent provided for in the related Intercreditor Agreement, the Master Servicer or
Special Servicer, as applicable, shall, with respect to any A/B Whole Loan or Loan Pair, provide the holder of a Serviced B Note
or holder of a Serviced Companion Loan with any information in the Master Servicer’s or Special Servicer’s, as applicable,
possession with respect to such matters, including its reasons for determining to take a proposed action.


 


If
the holder of a 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






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ignore
and act without regard to any such advice, direction or objection that the Master Servicer or Special Servicer, as applicable,
has determined, in accordance with the Servicing Standard, will) (i) require or cause the Master Servicer or the Special
Servicer to violate applicable law, the terms of any Mortgage Loan, any provision of this Agreement or the REMIC Provisions, including
the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the Servicing Standard, (ii) result
in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust,
(iii) expose the Trust, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
or any of their respective Affiliates, officers, directors, employees or agents, to any material claim, suit or liability, or
(iv) materially expand the scope of the Master Servicer’s or Special Servicer’s responsibilities under this Agreement.





With
respect to any Serviced B Note or Serviced Companion Loan, the Master Servicer (if the Serviced B Note or Serviced Companion Loan
has not become a Specially Serviced Mortgage Loan and the related Mortgaged Property has not become an REO Property) or the Special
Servicer (if the Serviced B Note or Serviced Companion Loan has become a Specially Serviced Mortgage Loan or the related Mortgaged
Property has become an REO Property) shall prepare and make available (or to the extent required pursuant to the terms of the
related Intercreditor Agreement, deliver) to the holder of such Serviced B Note or Serviced Companion Loan, the related Loan-Specific
Directing Holder and the related Non-Directing Holder (or its designee or representative) all notices, reports, statements and
communications to be delivered by the holder of the related Mortgage Loan under the Intercreditor Agreement, and shall perform
all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed
by the holder of the related Mortgage Loan pursuant to the related Intercreditor Agreement.


 


If
the holder of any Serviced Companion Loan notifies the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer of any changes in the name and contact information of the holder of such Serviced Companion Loan, the party receiving
such information shall promptly notify the other such parties thereof. The Trustee, the Certificate Administrator, the Custodian,
the Master Servicer and the Special Servicer may each conclusively rely on the information so provided to it by any other such
party regarding identity and/or contact information of the holder of any Serviced Companion Loan, and none of the Trustee, the
Certificate Administrator, the Custodian, the Master Servicer or the Special Servicer, as applicable, shall have any liability
for notices or reports not sent to the correct holder of any Serviced Companion Loan or any obligation to obtain the consent of
or consult with the correct holder of any Serviced Companion Loan to the extent any other such party or the holder of such Serviced
Companion Loan has not provided updated or correct information regarding the holder of such Serviced Companion Loan or has not
provided the most recent identity and/or contact information regarding the holder of such Serviced Companion Loan to the Trustee,
the Certificate Administrator, the Custodian, the Master Servicer or the Special Servicer, as applicable.


 


Section
10.14    Rights of Non-Directing Holders. With respect to each Loan Pair (as and to the extent provided
for under the related Intercreditor Agreement), the Master Servicer or the Special Servicer, as applicable, shall:






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(a)          consult
with the related Non-Directing Holder (or its designee or representative) on a strictly non-binding basis, to the extent that
such Non-Directing Holder (or its designee or representative) requests consultation with respect to any “major decision”
or “major action” set forth in the related Intercreditor Agreement or the implementation of any recommended actions
outlined in an Asset Status Report relating to the Loan Pair, as applicable, and to consider alternative actions recommended by
such Non-Directing Holder (or its designee or representative); provided, that, subject to the related Intercreditor Agreement,
if the related Non-Directing Holder fails to respond within ten (10) Business Days from the delivery to the related Non-Directing
Holder (or its designee or representative) of written notice of a proposed action, together with copies of the related notice,
information or report, or any other communication relating to a proposed action, the Master Servicer or Special Servicer, as applicable,
shall no longer be obligated to consult with the applicable Non-Directing Holder (or its designee or representative) (unless the
Master Servicer or Special Servicer, as applicable, proposes a new course of action that is materially different from the action
previously proposed, in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery
of all information relating thereto). Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder,
the Master Servicer or the Special Servicer, as applicable, may take any “major decision” or “major action”
set forth in the related Intercreditor Agreement or any action set forth in the Asset Status Report before the expiration of the
aforementioned ten (10) Business Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate
action with respect thereto is necessary to protect the interests of the Certificateholders and the holder of the related Serviced
Companion Loan. Unless otherwise specified in the related Intercreditor Agreement, neither the Master Servicer nor the Special
Servicer shall be obligated at any time to follow or take any alternative actions recommended by the Non-Directing Holder; and


 


(b)          in
addition to the foregoing non-binding consultation rights, as and to the extent provided for in the related Intercreditor Agreement,
the Non-Directing Holder shall have the right to annual conference calls with the Master Servicer or the Special Servicer upon
reasonable notice and at times reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, in which servicing
issues related to the related A/B Whole Loan or Loan Pair, as applicable, are discussed.


 


ARTICLE
XI

PURCHASE AND TERMINATION OF THE TRUST


 


Section
11.1     Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans.


 


(a)          The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 and
other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to
the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the
sale of the property held by the Trust in accordance with Section 11.1(b) or (iii) voluntary exchange by the Sole Certificateholder
of all






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the
outstanding Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage Loans and REO Properties
in the Trust Fund pursuant to the terms of Section 11.1(d) below; provided that in no event shall the Trust created
hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late Ambassador of the United States to the Court of St. James, living on the date hereof.





(b)          If
on any date the Aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 1.0% of the initial Aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the Master Servicer shall give the Trustee, the Custodian,
the Certificate Administrator and the 17g-5 Information Provider notice of such date. The Certificate Administrator shall promptly
forward such notice to the Trustee, the Custodian, the Depositor, the Holders of a majority of the most subordinate Class of REMIC
III Regular Certificates or Exchangeable Certificates then outstanding (for this purpose considering each Class of the Class A-S,
Class B and Class C Certificates together with the portion of the Class PST Certificates representing an interest in the EC REMIC
III Regular Interest bearing the same alphabetic designation), 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 or Exchangeable
Certificates then outstanding (for this purpose considering each Class of the Class A-S, Class B and Class C Certificates together
with the portion of the Class PST Certificates representing an interest in the EC REMIC III Regular Interest bearing the same
alphabetic designation), the Special Servicer, the Master Servicer and the Holder of Certificates representing a majority interest
in the Class R Certificates, in such priority (and in the case of the Class R Certificateholders, a majority of the Class R Certificateholders),
may purchase, in whole only, the Mortgage Loans (in the case of any A/B Whole Loan or Loan Pair, subject to the rights of the
holder of the related Serviced B Note or Serviced Companion Loan provided for in the related Intercreditor Agreement) and any
other property, if any (including, without limitation, any REO property), remaining in the Trust. If any party desires to exercise
such option, it will notify the Certificate Administrator who shall notify any party with a prior right to exercise such option.
If any party that has been provided notice by the Certificate Administrator (excluding the Depositor) notifies the Certificate
Administrator within ten (10) Business Days after receiving notice of the proposed purchase that it wishes to purchase the assets
of the Trust, then such party (or, if more than one of such parties notifies the Certificate Administrator that it wishes to purchase
the assets of the Trust, the party with the first right to purchase the assets of the Trust) may purchase the assets of the Trust
in accordance with this Agreement. Upon the Certificate Administrator’s receipt of the Termination Price set forth below,
the Certificate Administrator shall promptly notify the Trustee and the Custodian in writing of its receipt thereof, and the Trustee
shall thereupon direct the Custodian promptly to release or cause to be released to the Master Servicer for the benefit of the
Person(s) exercising the option set forth in this Section 11.1(b) the Mortgage Files pertaining to the Mortgage Loans.
The “Termination Price” shall equal 100% of the aggregate Unpaid Principal Balances of the Mortgage Loans (other
than REO Mortgage Loans and Mortgage Loans as to which a Final Recovery Determination has been made) on the day of such purchase
plus accrued and unpaid interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee Rate
if the Master Servicer is the purchaser), to the Due Date for each Mortgage Loan ending in the Collection Period with respect
to which such purchase occurs, plus unreimbursed Advances and interest on such unreimbursed Advances at the Advance Rate, and
the fair market value of any REO Properties and other property remaining in REMIC I. Any person or entity making the purchase
shall also






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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 determine whether an offer represents the fair market value of the property constituting the Trust,
unless it is otherwise required to consult with any Underwriter or Initial Purchaser or their respective successors, or with the
Special Servicer, in each case pursuant to this Section, the Trustee shall be permitted to designate an independent third party
expert (the fees and expenses of which shall be paid for by the buyer of the property constituting the Trust) in real estate or
commercial mortgage loan matters with at least five (5) years’ experience in valuing commercial real estate assets similar
to the property constituting the Trust, to determine whether the fair market value of the property constituting the Trust has
been offered.  If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to
rely conclusively upon such third party’s determination.


 


(c)          [Reserved]


 


(d)          Following
the date on which the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-S, Class X-A, Class
X-B, Class B, Class PST, Class C and Class D Certificates are retired, the Sole Certificateholder shall have the right to
exchange all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage Loans and each REO
Property remaining in the Trust Fund as contemplated by Section 11.1(a)(iii) by giving written notice to all the parties
hereto no later than sixty (60) days prior to the anticipated date of exchange. If the Sole Certificateholder elects to exchange
all of its Certificates (other than the Class V and Class R Certificates) for all of the Mortgage Loans and the Trust Fund’s
portion of each REO Property remaining in the Trust (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






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Collection
Account pursuant to Section 5.2 or that may be withdrawn from the Distribution Account pursuant to Section 5.3,
but only to the extent that such amounts are not already on deposit in the Collection Account and (ii) pay to the Master Servicer
an amount equal to (x) the product of (a) the Advance Rate, (b) the Aggregate Certificate Balance of the then-outstanding Principal
Balance Certificates as of the date of such exchange and (c) three, divided by (y) 360. In addition, the Servicer shall transfer
all amounts required to be transferred to the Excess Interest Sub-account on the Master Servicer Remittance Date related to such
Distribution Date in which the final distribution on the Certificates is to occur from the Collection Account. Upon confirmation
that such final deposits have been made and following the surrender of all its Certificates (other than the Class V and Class
R Certificates) on the final Distribution Date, the Certificate Administrator shall upon receipt of a Request for Release from
the Master Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files
for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the
Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and any REO Properties remaining in
the Trust Fund, and the Trust Fund shall be liquidated in accordance with Section 11.2. Solely for federal income
tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the REMIC I for an amount equal to the
remaining Certificate Balance of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the
Certificate Administrator shall credit such amounts against amounts distributable in respect of such Certificates and REMIC I
Interests.


 


(e)          Upon
the termination of the Trust, any Class V Specific Grantor Trust Assets held by the Grantor Trust shall be distributed to the
Class V Certificateholders on a pro rata basis.


 


(f)           Upon
the sale of the A Note relating to an A/B Whole Loan by the Trust or the payment in full of such A Note, the related
Serviced B Note shall no longer be subject to this Agreement and shall no longer be serviced by the Master Servicer or the Special
Servicer.


 


Section
11.2     Procedure Upon Termination of Trust.


 


(a)          Notice
of any termination pursuant to the provisions of Section 11.1, specifying the Distribution Date upon which the final
distribution shall be made, shall be given promptly by the Certificate Administrator to the Trustee, the 17g-5 Information Provider,
the Holders of the Class V and Class R Certificates, the REMIC III Regular Certificates and the Exchangeable 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, the REMIC III Regular Certificates and the Exchangeable
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, the REMIC III Regular Certificates and the Exchangeable






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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, the REMIC III Regular Certificates and the Exchangeable 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, the REMIC III
Regular Certificates and the Exchangeable Certificates for cancellation within three (3) months after the time specified in the
above-mentioned written notice, then the Certificate Registrar shall give a second (2nd) written notice to the remaining
Holders of such Certificates to surrender their Certificates evidencing such Certificates for cancellation and receive the final
distribution with respect thereto. If within one year after the second (2nd) notice any such Certificates shall not
have been surrendered for cancellation, the Certificate Registrar may take appropriate steps to contact the remaining Holders
of such Certificates concerning surrender of such Certificates, and the cost thereof shall be paid out of the amounts distributable
to such Holders. If within two (2) years after the second (2nd) notice any such Certificates shall not have been surrendered
for cancellation, the Certificate Administrator shall, subject to applicable state law relating to escheatment, hold all amounts
distributable to such Holders for the benefit of such Holders. No interest shall accrue on any amount held by the Trustee and
not distributed to a Holder of such Certificates due to such Certificateholder’s failure to surrender its Certificate(s)
for payment of the final distribution thereon in accordance with this Section. Any money held by the Certificate Administrator
pending distribution under this Section 11.2 after ninety (90) days after the adoption of a plan of complete liquidation
shall be deemed for tax purposes to have been distributed from the REMIC Pools and shall be beneficially owned by the related
Holder.


 


Section
11.3     Additional Trust Termination Requirements.


 


(a)          The
Trust and each REMIC Pool shall be terminated in accordance with the following additional requirements, unless at the request
of the Master Servicer or the Class R Certificateholders, as the case may be, the Trustee seeks, and the Certificate Administrator
subsequently receives an Opinion of Counsel (at the expense of the Master Servicer or the Class R Certificateholders, as the case
may be), addressed to the Depositor, the Trustee and the Certificate Administrator to the effect that the failure of the Trust
to comply with the requirements of this Section 11.3 will not (i) result in the imposition of taxes on “prohibited
transactions” on any REMIC Pool under the REMIC Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC
at any time that any Certificates are outstanding:


 


(i)          Within
eighty-nine (89) days prior to the time of the making of the final payment on the REMIC III Regular Certificates, the Exchangeable
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;






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(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 and the Exchangeable 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


 


(iv)         In
no event may the final payment on the REMIC I Regular Interests, REMIC II Regular Interests or REMIC III Regular
Interests, or the final distribution or credit to the Holders of the Class R Certificates, respectively, be made after the 89th
day from the date on which the plan of complete liquidation is adopted.


 


(b)          By
their acceptance of the Class R Certificates, the Holders thereof hereby (i) authorize the Trustee to take such action as
may be necessary to adopt a plan of complete liquidation of each REMIC Pool, and (ii) agree to take such other action as
may be necessary to adopt a plan of complete liquidation of the Trust upon the written request of the Depositor, which authorization
shall be binding upon all successor Class R Certificateholders.


 


ARTICLE
XII

REMIC AND GRANTOR TRUST ADMINISTRATION


 


The
provisions of this Article XII shall apply to each REMIC Pool and the Grantor Trust, as applicable.


 


Section
12.1     REMIC Administration.


 


(a)          An
election will be made by the Certificate Administrator on behalf of the Trustee to treat the segregated pool of assets consisting
of the Mortgage Loans (other than Excess Interest payable thereon), such amounts with respect thereto as shall from time to time
be held in the Collection Account, the Reserve Accounts and the Distribution Account (exclusive of the Excess Interest Sub-account),
the Insurance Policies and any related amounts in the REO Account and, to the extent of the Trust’s interest therein, any
related REO Properties as a REMIC under the Code (such REMIC being herein designated as “REMIC I”), other
than any portion of the foregoing amounts allocable to a Serviced B Note or Serviced Companion Loan. Such elections will be made
on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending
on the last day of the calendar year in






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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 other appropriate federal tax or information return or any appropriate state return for
the taxable year ending on the last day of the calendar year in which the REMIC III Interests are issued. For purposes of
such election, the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class D, Class E, Class F, Class G and Class H Certificates,
the EC REMIC III Regular Interests and the Class X REMIC III Regular Interests shall be designated as the “regular
interests” in REMIC III, and the REMIC III Residual Interest (which shall be evidenced by the Class R Certificates)
shall be designated as the sole class of “residual interests” in REMIC III.


 


The
Trustee and the Certificate Administrator shall not permit the creation of any “interests” (within the meaning of
Section 860G of the Code) in any of the REMIC Pools other than the REMIC I Interests, the REMIC II Interests and
the REMIC III Interests.


 


Any
Threshold Event Collateral posted by a Loan-Specific Directing Holder pursuant to the related Intercreditor Agreement shall be
held by the Master Servicer in an outside reserve fund which shall not be an asset of any REMIC, and the Loan-Specific Directing
Holder that posted such Threshold Event Collateral shall be the owner of such outside reserve fund, all within the meaning of
Treasury Regulation Section 1.860G-2(h). Any such Threshold Event Collateral shall be applied in the same manner as collections
on the related Loan Pair or A/B Whole Loan, as applicable, as and to the extent provided for in the related Intercreditor Agreement,
including without limitation by means of the Trustee, the Master Servicer or the Special Servicer drawing on any letter of credit
delivered as Threshold Event Collateral as and to the extent provided for in the related Intercreditor Agreement.


 


(b)          The
Closing Date is hereby designated as the “Startup Day” of each REMIC Pool within the meaning of Section 860G(a)(9)
of the Code.


 


(c)          The
Certificate Administrator shall pay all routine tax related expenses (not including any taxes, however denominated, including
any additions to tax, penalties and interest) of each REMIC Pool, excluding any professional fees or extraordinary expenses related






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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 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






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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.


 


(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






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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 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 or EC REMIC III Regular Interest are outstanding and the Grantor
Trust as a grantor trust for so long as any Class V Certificates or Exchangeable 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.






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(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.


 


(m)         None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall enter into any arrangement by
which any REMIC Pool will receive a fee or other compensation for services.


 


(n)          In
order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause
to be provided, to the Certificate Administrator within ten (10) days after the Closing Date all information or data that the
Certificate Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates,
including, without limitation, the yield, prepayment assumption, issue prices and projected cash flows of the Certificates, as
applicable, and the projected cash flows of the Mortgage Loans. Thereafter, the Depositor shall provide to the Certificate Administrator
or its designee, promptly upon request therefor, any such additional information or data within the Depositor’s possession
or knowledge that the Certificate Administrator may, from time to time, reasonably request in order to enable the Certificate
Administrator to perform its duties as set forth herein. The Certificate Administrator is hereby directed to use any and all such
information or data provided by the Depositor in the preparation of all federal and state income or franchise tax and information
returns and reports for each REMIC Pool to Certificateholders as required herein. The Depositor hereby indemnifies the Trustee,
the Certificate Administrator and each REMIC Pool for any losses, liabilities, damages, claims, expenses (including attorneys’
fees) or assessments against the Trustee, the Certificate Administrator and each REMIC Pool arising from any errors or miscalculations
of the Certificate Administrator pursuant to this Section that result from any failure of the Depositor to provide, or to cause
to be provided, accurate information or data to the Certificate Administrator (but not resulting from the methodology employed
by the Certificate Administrator) on a timely basis and such indemnification shall survive the termination of this Agreement and
the termination or resignation of the Certificate Administrator.


 


The
Certificate Administrator agrees that all such information or data so obtained by it are to be regarded as confidential information
and agrees that it shall use its reasonable best efforts to retain in confidence, and shall ensure that its officers, employees
and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all
of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such
information or data without the prior written consent of the Depositor, unless such information is generally available to the
public (other than as a result of a breach of this Section 12.1(n)) or is required by law or applicable regulations
to be disclosed or is disclosed (i) to independent auditors and accountants, counsel and other professional advisers of the
Certificate Administrator and its parent, or (ii) in connection with its rights and obligations under this Agreement.






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(o)          At
all times as may be required by the Code, the Master Servicer will to the extent within its control and the scope of its duties
more specifically set forth herein, maintain substantially all of the assets of each REMIC Pool as “qualified mortgages”
as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(p)          For
the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the “latest possible maturity date”
for each Class of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class D, Class E, Class F, Class G and Class
H Certificates, for each EC REMIC III Regular Interest, 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 (except in a disposition pursuant to (i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or
insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a “qualified liquidation” as defined
in Section 860F(a)(4) of the Code, or (iv) a repurchase or substitution contemplated by Article II hereof), nor
acquire any assets for the Trust, except as contemplated by Article II hereof, nor sell or dispose of any investments in
the Collection Account or Distribution Account for gain, nor accept any contributions to any REMIC Pool (other than a cash contribution
during the 3-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person
requesting such action) to the effect that such disposition, acquisition, substitution, or acceptance will not (A) affect
adversely the status of any REMIC Pool as a REMIC or of the regular interests therein, (B) affect the distribution of interest
or principal on the Certificates, (C) result in the encumbrance of the assets transferred or assigned to any REMIC Pool (except
pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be subject to a tax on “prohibited transactions”
or “prohibited contributions” or other tax pursuant to the REMIC Provisions.


 


Section
12.3     Modifications of Mortgage Loans. Notwithstanding anything to the contrary in this Agreement,
none of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer or the Special Servicer shall permit any
modification of a Money Term of a Mortgage Loan (or of a related Serviced B Note or Serviced Companion Loan) unless (i) the
Trustee, the Special Servicer, the Certificate Administrator, the Custodian and the Master Servicer have received a Nondisqualification
Opinion or a ruling from the Internal Revenue Service (at the expense of the related Mortgagor, any holder of a related Serviced
B Note or Serviced Companion Loan or the Trust) to the effect that such modification would not be treated as an exchange pursuant
to Section 1001 of the Code (or, if it would be so treated, would not be treated as a “significant modification”
for purposes of Section 1.860G-2(b) of the Treasury Regulations) or (ii) such modification meets the requirements set
forth in Sections 8.18 or 9.5.


 


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






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or
the Certificate Administrator of its respective duties and obligations set forth herein, the Trustee or the Certificate Administrator,
as the case may be, shall be liable to the REMIC Pools and the Holders of the Class R Certificates for any and all losses, claims,
damages, liabilities or expenses (“Losses”) resulting from such negligence and relating to the Class R Certificates;
provided, that the Trustee or the Certificate Administrator, as applicable, shall not be liable for any such Losses attributable
to the action or inaction of the Master Servicer, the Special Servicer, the Trustee (with respect to the Certificate Administrator),
the Certificate Administrator (with respect to the Trustee), the Depositor or the Holders of the Class R Certificates nor for
any such Losses resulting from any actions or failure to act based upon reliance on an Opinion of Counsel or from misinformation
provided by the Master Servicer, the Special Servicer, the Trustee (with respect to the Certificate Administrator), the Certificate
Administrator (with respect to the Trustee), the Depositor or the Holders of the Class R Certificates on which the Trustee or
the Certificate Administrator, as the case may be, has relied. The foregoing shall not be deemed to limit or restrict the rights
and remedies of the Holders of the Class R Certificates now or hereafter existing at law or in equity. The Trustee or the Certificate
Administrator shall be entitled to intervene in any litigation in connection with the foregoing and to maintain control over its
defense.





Section
12.5     Grantor Trust.


 


(a)          Any
Class V Specific Grantor Trust Assets held in the Grantor Trust, consisting of the right to any Excess Interest in respect of
the ARD Mortgage Loans and the Excess Interest Sub-account, shall be held by the Certificate Administrator on behalf of the Trustee
for the benefit of the Holders of the Class V Grantor Trust Interest, represented by the Class V Certificates, which Class V Certificates,
in the aggregate, shall evidence 100% beneficial ownership of such assets from and after the Closing Date.


 


(b)          The
EC REMIC III Regular Interests shall be held in the Grantor Trust and have been placed in the Grantor Trust through the efforts
of the Underwriters. The EC REMIC III Regular Interests shall be held by the Certificate Administrator on behalf of the Trustee
for the benefit of the Holders of the Exchangeable Certificates, which Exchangeable Certificates, in the aggregate, will evidence
100% beneficial ownership of such assets from and after the Closing Date. At all times, the Class A-S, Class B and Class C Certificates
shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class
C Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest, Class B REMIC III Regular Interest and Class
C REMIC III Regular Interest, respectively. At all times, the Class PST Certificates shall represent beneficial ownership interests
in the Class PST Components.


 


(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 or any Class of Exchangeable 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.






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(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 any Class of Exchangeable 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
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


 






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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 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-C23 transaction, each of the parties to this Agreement shall cooperate fully with the
Depositor and the Certificate Administrator, as applicable, to deliver or make available to the Depositor or the Certificate Administrator,
as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any
other information in its possession and necessary in the reasonable good faith determination of the Depositor or the Certificate
Administrator, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosure
relating to the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian and the Certificate Administrator,
as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor or the Certificate
Administrator, as applicable, to be necessary in order to effect such compliance. None of the Master Servicer, the Trust Advisor,
the Trustee, the Custodian, any Sub-Servicer or the Special Servicer are responsible for filing any Exchange Act report with the
Commission on behalf of the Trust. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 13.1, but in any event, shall, upon reasonable advance written request, provide information in
sufficient time to allow the Depositor or the Certificate Administrator, as applicable, to satisfy any related filing requirements.
For purposes


 






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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, 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-C23 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


 






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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 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


 






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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 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.


 






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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 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


 






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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
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


 






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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 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


 






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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 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


 






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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 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.


 






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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 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


 






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(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 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


 






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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 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


 






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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 Form 8-K, Form 10-D or Form 10-K
shall be signed, in the case of form filed under Section 13.8(a), Form 12b-25 or any amendment to Form 8-K or Form 10-D,
by a duly authorized officer of the Depositor, and in the case of Form 10-K, by a senior officer of the Depositor in charge of
securitization. The parties to this Agreement acknowledge (and each Additional Servicer and each Servicing Function Participant
shall be required to acknowledge) that the performance by the Certificate Administrator of its duties under this Section 13.8
related to the timely preparation and filing of any form filed under Section 13.8(a), a Form 12b-25 or any amendment
to Form 8-K, Form 10-D or Form 10-K is contingent upon such parties (and, to the extent applicable, any Additional Servicer or
Servicing Function Participant) performing their duties under this Section 13.8(b). The Certificate Administrator shall
have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or
timely file any such form filed under Section 13.8(a), Form 12b-25 or any amendments to Forms 8-K, Form 10-D or Form 10-K,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution or file such form filed under Section 13.8(a),
Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section
13.9          Annual Compliance Statements.


 


The
Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, and, if it has made an Advance during the
applicable calendar year, the Trustee (each a “Certifying Servicer”) shall (and the Master Servicer, the Special
Servicer, the Certificate Administrator and the Custodian shall (a) use commercially reasonable efforts to cause each Additional
Servicer and each Sub-Servicer with which it has entered into a servicing relationship on or prior to the Closing Date with respect
to the Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with which it has entered into a servicing
relationship after the Closing Date with respect to the Mortgage Loans, to) deliver electronically to the Depositor, the


 






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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 officer’s supervision and (B) to the best of such
officer’s knowledge, based on such review, such Certifying Servicer or Additional Servicer’s, as the case may be,
has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement
in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been
a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature
and status thereof. Each Certifying Servicer shall, and the Master Servicer, the Special Servicer, the Certificate Administrator
and the Custodian shall (a) use commercially reasonable efforts to cause each Additional Servicer and each Sub-Servicer with which
it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans to, and (b) cause
each Additional Servicer and each Sub-Servicer with which it has entered into a servicing relationship after the Closing Date
with respect to the Mortgage Loans to, forward a copy of each such statement to the Rating Agencies (subject to Section 5.7)
and the Controlling Class Representative (during any Subordinate Control Period and any Collective Consultation Period). Promptly
after receipt of each such Officer’s Certificate, the Depositor and, if applicable, the depositor under any Other Companion
Loan Pooling and Servicing Agreement, shall have the right to review such Officer’s Certificate and, if applicable, consult
with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer in the fulfillment
of any of the Certifying Servicer’s obligations hereunder, or any failures by an Additional Servicer retained by such Certifying
Servicer in the fulfillment of any of such Additional Servicer’s obligations under the applicable sub-servicing or primary
servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Sub-Servicer shall be required to deliver,
or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15, in the case of a Certifying Servicer,
or April 1, in the case of any Additional Servicer or any Sub-Servicer, in any given year so long as it has received written confirmation
(which shall be provided prior to March 1st) from the Certificate Administrator that a Form 10-K is not required to
be filed in respect of the Trust for the preceding calendar year.


 






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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.


 


By
March 10th of each year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure
period), commencing in March 2016, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of any Mortgage Loan), the Certificate Administrator, the Custodian, the Trust Advisor and, to the extent it
is a Servicing Function Participant, the Trustee, each at its own expense, shall furnish electronically (and each of the preceding
parties, as applicable, shall (a) use commercially reasonable efforts to cause, by March 1st (or, if such day is not
a Business Day, the immediately succeeding Business Day), each Servicing Function Participant (other than a party to this Agreement)
with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and
(b) cause, by March 1st (or, if such day is not a Business Day, the immediately succeeding Business Day), each Servicing
Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the
Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), to the Depositor, the Trustee, the Certificate
Administrator (who shall promptly upon receipt post it to the Certificate Administrator’s Website pursuant to Section
5.4) and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant
to Section 5.7), with a copy to the Controlling Class Representative (during any Subordinate Control Period and any Collective
Consultation Period) and, solely in the case of the Master Servicer and the Special Servicer of any A/B Whole Loan or Loan Pair,
to the holder of the related Serviced B Note or Serviced Companion Loan, as applicable, a report on an assessment of compliance
with the Relevant Servicing Criteria with respect to commercial mortgage backed securities transactions taken as a whole involving
such party that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant
Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant
Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and
for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 13.5,
including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each
such failure and the nature and status thereof, and (D) a statement


 






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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 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


 






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Master
Servicer, the Special Servicer, the Custodian, the Certificate Administrator, the Trust Advisor or the Trustee shall not, as a
result of being so reported, in and of itself, constitute a breach of such parties’ obligations, as applicable, under this
Agreement unless otherwise provided for in this Agreement.


 


If
any Serviced Companion Loan is deposited into an Other Securitization, each of the Master Servicer, the Special Servicer (regardless
of whether the Special Servicer has commenced special servicing of any Mortgage Loan), the Custodian, the Certificate Administrator
and the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, shall (a) use commercially
reasonable efforts to cause each Servicing Function Participant (other than a party to this Agreement) with which it has entered
into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Servicing
Function Participant (other than a party to this Agreement) with which it has entered into a servicing relationship after the
Closing Date with respect to the Mortgage Loans, to furnish, each at its own expense), if requested by a party to the Other Companion
Loan Pooling and Servicing Agreement, an annual report on assessment of compliance as set forth in this Section and an attestation
as set forth in Section 13.11. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan
Pooling and Servicing Agreement, the Master Servicer shall use commercially reasonable best efforts to procure an annual report
on assessment of compliance as set forth in this Section and an attestation as set forth in Section 13.11 from the Non-Serviced
Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, the Non-Serviced Mortgage Loan Certificate Administrator,
the Non-Serviced Mortgage Loan Custodian and the Non-Serviced Mortgage Loan Trustee in form and substance similar to the annual
report on assessment of compliance described in this Section and the attestation described in Section 13.11 or in the form
required under the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the
Certificate Administrator and the Depositor any such annual report on assessment of compliance received by the Master Servicer.


 


Section
13.11          Annual Independent Public Accountants’ Servicing Report.


 


By
March 10th of each year, or if such day is not a Business Day, the immediately preceding Business Day (with no cure
period), commencing in March 2016, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the
Trust Advisor and, to the extent it is a Servicing Function Participant, the Trustee, each at its own expense, shall cause (and
each of the preceding parties, as applicable, shall (a) use commercially reasonable efforts to cause, by March 1st
(or, if such day is not a Business Day, the immediately succeeding Business Day), each Servicing Function Participant (other than
a party to this Agreement) with which it has entered into a servicing relationship on or prior to the Closing Date with respect
to the Mortgage Loans and (b) cause, by March 1st (or, if such day is not a Business Day, the immediately succeeding
Business Day), each Servicing Function Participant (other than a party to this Agreement) with which it has entered into a servicing
relationship after the Closing Date with respect to the Mortgage Loans, to cause, each at its own expense) a registered public
accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trust Advisor, the Trustee, the Custodian, such Sub-Servicer or such other Servicing Function Participant, as the case may
be) that is a member of the American Institute of Certified Public Accountants to furnish electronically a report to the


 






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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 firm shall state in such report why it was unable to express such an opinion. Such report must be available for general
use and not contain restricted use language.


 


Promptly
after receipt of such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor,
the Custodian or the Trustee (if applicable) (or any Sub-Servicer or Servicing Function Participant with which the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trust Advisor, the Custodian or the Trustee (if applicable) has entered
into a servicing relationship with respect to the Mortgage Loans (other than a party to this Agreement)), (i) the Depositor and,
if applicable, the depositor under any Other Companion Loan Pooling and Servicing Agreement, shall have the right to review the
report and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor,
the Trustee (if applicable), the Custodian, any Sub-Servicer or any such Servicing Function Participant as to the nature of any
material instance of noncompliance by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor,
the Trustee, the Custodian or any such Servicing Function Participant with the Servicing Criteria applicable to such Person, and
(ii) the Certificate Administrator shall confirm that each assessment submitted pursuant to Section 13.10 is coupled with
an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer, the Special
Servicer, the Certificate Administrator, the Trust Advisor, the Trustee (if applicable), the Custodian or any Servicing Function
Participant shall not be required to deliver, or to endeavor to cause the delivery of, such reports until April 15 in the case
of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Custodian or the Trustee (if
applicable), or April 1, in the case of any Servicing Function Participant, in any given year so long as it has received written
confirmation from the Certificate Administrator that a Form 10-K is not required to be filed in respect of the Trust for the preceding
fiscal year.


 


Section
13.12     Indemnification.


 


Each
of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian and the Trust Advisor
(each an “Indemnifying Party”) shall


 






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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 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


 






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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 for directly
negotiating such response and/or resolution with the Commission in a timely manner; provided, that (i) such Affected Reporting
Party shall use reasonable efforts to keep the Depositor informed of its progress with the Commission and copy the Depositor on
all correspondence with the Commission and provide the Depositor with the opportunity to participate (at the Depositor’s
expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor shall cooperate with such Affected
Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly
with the Commission with respect to any comments from the Commission relating to such Affected Reporting Party and to notify the
Commission of such authorization. The Depositor and such Affected Reporting Party shall cooperate and coordinate with one another
with respect to any requests made to the Commission for extension of time for submitting a response or compliance. All respective
reasonable out-of-pocket costs and expenses incurred by the Depositor (including reasonable legal fees and expenses of outside
counsel to the Depositor) in connection with the circumstances described in the first sentence of this paragraph (other than those
costs and expenses required to be at the Depositor’s expense as set forth above) and any amendments to any ARP Reports filed
with the Commission therewith shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice
from the Depositor. Each of the Master Servicer, the Special Servicer, the Trust Advisor, the Custodian, the Certificate Administrator
and the Trustee shall use commercially reasonable efforts to cause any Servicing Function Participant or Sub-Servicer retained
by it to comply with the foregoing by inclusion of similar provisions in the related sub-servicing or similar agreement.


 


The
Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor, the Custodian and the Trustee shall (a)
use commercially reasonable efforts to cause each Additional Servicer (other than a party to this Agreement) with which it has
entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause each Additional
Servicer (other than a party to this Agreement) with which it has entered into a servicing relationship after the Closing Date
with respect to the Mortgage Loans, to indemnify and hold harmless each Certification Party (and any comparable party in an Other
Securitization) from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and other costs and expenses incurred by such


 






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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 (other than a party to this Agreement) and (b) cause each Additional
Servicer or other Servicing Function Participant with which it has entered into a servicing relationship after the Closing Date
with respect to the Mortgage Loans (other than a party to this Agreement), to) contribute to the amount paid or payable to the
Certification Party as a result of the losses, claims, damages or liabilities of the Certification Party in such proportion as
is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing Party on the other
in connection with a breach of the Performing Party’s obligations pursuant to this Article XIII (or breach of its
representations or obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual
compliance statements or annual servicing criteria compliance reports or attestation reports or otherwise comply with the requirements
of this Article XIII) or the Performing Party’s negligence, bad faith or willful misconduct in connection therewith.
The Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Custodian and the Trustee shall
(a) use commercially reasonable efforts to cause each Additional Servicer or Servicing Function Participant with which it has
entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans (other than a party to
this Agreement) and (b) cause each Additional Servicer or Servicing Function Participant with which it has entered into a servicing
relationship after the Closing Date with respect to the Mortgage Loans (other than a party to this Agreement), to agree to the
foregoing indemnification and contribution obligations.


 


Promptly
after receipt by the Certification Party of notice of the commencement of any action, such Certification Party shall, if a claim
in respect thereof is to be made against an Indemnifying Party hereunder, notify in writing the Indemnifying Party of the commencement
thereof; but the omission to so notify the Indemnifying Party shall not relieve it from any liability which it may have to the
Certification Party under this Agreement except to the extent that such omission to notify materially prejudices the Indemnifying
Party. In case any such action is brought against the Certification Party, after the Indemnifying Party has been notified of the
commencement of such action, such Indemnifying Party shall be entitled to participate therein (at its own expense) and, to the
extent that it may wish, shall be entitled to assume the defense thereof (jointly with any other Indemnifying Party similarly
notified) with counsel reasonably satisfactory to the Certification Party (which approval shall not be unreasonably withheld or
delayed), and after notice from the Indemnifying Party to the Certification Party of its election to so assume the defense thereof,
the Indemnifying Party shall not be liable to the Certification


 






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Party
for any expenses subsequently incurred in connection with the defense thereof other than reasonable costs of investigation. In
any such proceeding, the Certification Party shall have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of the Certification Party unless (i) the Indemnifying Party and the Certification Party shall
have agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties and,
in the case of an investigation by the Commission, any parties that are, or whose reporting materials are, the subject of such
investigation) include both the Indemnifying Party and the Certification Party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests between them or (iii) the Indemnifying Party fails
within a reasonable period of time to designate counsel that is reasonably satisfactory to the Certification Party (which approval
shall not be unreasonably withheld or delayed). In no event shall the Indemnifying Parties be liable for fees and expenses of
more than one counsel (in addition to any local counsel) in any one jurisdiction separate from their own counsel for the Certification
Party in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the
same general allegations or circumstances. An Indemnifying Party shall not be liable for any settlement of any proceeding effected
without its written consent. However, if settled with such consent, the Indemnifying Party shall indemnify the Certification Party
from and against any loss or liability by reason of such settlement to the extent that the Indemnifying Party is otherwise required
to do so under this Agreement. If an Indemnifying Party assumes the defense of any proceeding, it shall be entitled to settle
such proceeding with the consent of the Certification Party (which consent shall not be unreasonably withheld or delayed) or,
if such settlement (i) provides for an unconditional release of the Certification Party in connection with all matters relating
to the proceeding that have been asserted against the Certification Party in such proceeding by the other parties to such settlement
and (ii) does not require an admission of fault by the Certification Party, without the consent of the Certification Party.


 


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


 






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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.


 


With
respect to any Mortgaged Property that secures a Serviced Companion Loan that the Other Depositor has notified the Master Servicer
in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other
Securitization that includes such Serviced Companion Loan, the Master Servicer shall, after receipt of updated net operating income
information, (x) promptly deliver the financial statements of such “significant obligor” to the Other Depositor and
Other Trustee of such Other Securitization and (y) update the following columns of the CREFC® Loan Periodic Update
File related to such “significant obligor” for (a) the next applicable Distribution Date if the Master Servicer receives
the updated net operating income information on or before the close of business on the tenth (10th) Business Day prior
to the related Determination Date or (b) the subsequent Distribution Date if the Master Servicer receives the updated net operating
income information after the close of business on the tenth (10th) Business Day prior to the related Determination
Date: BB, BP, BT and BU (corresponding fields 54 – “Preceding Fiscal Year NOI,” 68 – “Most Recent
NOI,” 72 – “Most Recent Financial As of Start Date” and 73 – “Most Recent Financial As of
End Date”), as such column references and field numbers may change from time to time.


 


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.


 






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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
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 will post such notice to the 17g-5 Information Provider’s Website, and within two (2) Business Days following
delivery to the 17g-5 Information Provider, deliver notice to the Rating Agencies, (ix) to modify, alter, amend,


 






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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 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 and the Exchangeable 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


 






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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 the holder
of any Serviced Companion Loan without the prior written consent of such Underwriter or Initial Purchaser, the holder of such
Serviced B Note or the holder of such Serviced Companion Loan, respectively.


 


(h)          Notwithstanding
any contrary provisions of this Agreement, this Agreement may not be amended in a manner that would increase the obligations or
impair the rights of any Seller under the related Mortgage Loan Purchase Agreement without the prior written consent of such Seller.


 


(i)          In
addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Sellers,
this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment), without the consent
of any Certificateholder, to add or modify provisions relating to the applicable Repurchased Note for purposes of the servicing
and administration of such Repurchased Note, provided that the amendment shall not adversely affect in any material respect
the interests of the Certificateholders, as evidenced by a Rating Agency Confirmation from each Rating Agency (obtained at the
expense of the Repurchasing Seller) with respect to such amendment (or, if no such Rating Agency Confirmation is actually received,
by an Opinion of Counsel to such effect). Prior to the effectiveness of such amendment, if one but not all of the Mortgage Notes
with respect to a Joint Mortgage Loan is repurchased, the terms of Section 8.30 shall govern the servicing and administration
of such Joint Mortgage Loan.


 


(j)          If
neither the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 14.3 shall be
effective with the consent of the Trustee, the Certificate Administrator, the Custodian, the Trust Advisor, the Master Servicer
and the Special


 






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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);



 


		(b)	(1)
                                         in the case of the Master Servicer, Wells Fargo Bank, National Association, Commercial
                                         Mortgage Servicing, 1901 Harrison Street, Oakland, California 94612, Attention MSBAM
                                         2015-C23 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-C23, 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-C23 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) and (2) in the case of the Excluded Mortgage
                                         Loan Special Servicer, Wells Fargo Bank, National Association, Commercial Mortgage Special
                                         Servicing, MAC D1086, 550 South Tryon Street, Charlotte, North Carolina 28202, Attention:
                                         MSBAM 2015-C23 Special Servicing, Facsimile: (704) 715-0055 (with a copy to (i) 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-C23 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 BANA, Bank of America, National Association, One Bryant Park, New York, New
                                         York 10036, Attention: Leland F. Bunch, 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,



 






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		 	227 West Trade Street, Charlotte, North Carolina 28202, Facsimile: (704) 348-5200);




 


		(d)	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);



 


		(e)	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);



 


		(f)	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;



 


		(g)	in
                                         the case of the General Special Servicer, LNR Partners, LLC, 1601 Washington Avenue,
                                         Suite 700, Miami Beach, Florida 33139, Attention: Thomas F. Nealon, Esq., Steven A. Rivers,
                                         Esq. and Job Warshaw, Facsimile: (305) 695-5601 (with a copy to tnealon@lnrproperty.com,
                                         srivers@lnrproperty.com and jwarshaw@lnrproperty.com;



 


		(h)	in
                                         the case of the Trust Advisor, Pentalpha Surveillance LLC, 375 N. French Road, Suite
                                         100, Amherst, New York 14228, Attention: Don Simon, Chief Operating Officer, e-mail:
                                         don.simon@pentalphasurveillance.com and notices@pentalphasurveillance.com (with a copy
                                         to Bass, Berry & Sims PLC, 150 Third Avenue South, Suite 2800, Nashville, TN 37201,
                                         Attention: Jay Knight, e-mail: jknight@bassberry.com);



 


		(i)	in
                                         the case of the initial Controlling Class Representative, LNR Securities Holdings, LLC,
                                         1601 Washington Avenue, Suite 800, Miami Beach, FL 33139, Attention: Thomas F. Nealon
                                         III, Esq., Steven A. Rivers, Esq. and Job Warshaw, Facsimile: (305) 695-5601;



 


		(j)	in
                                         the case of the Trustee, Wilmington Trust, National Association, 1100 North Market Street,
                                         Wilmington, Delaware 19890, Attention: Account Name MSBAM 2015-C23 (with a copy to be
                                         sent contemporaneously via email to cmbstrustee@wilmingtontrust.com);



 






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		(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-C23,
                                         Facsimile (410) 715-2380; and



 


		(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-C23, Commercial Mortgage Pass-Through Certificates,
                                         Series 2015-C23;



 


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-C23” 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 and the Excluded Mortgage Loan Special 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);



 


		(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 General Special Servicer, to tnealon@lnrproperty.com, srivers@lnrproperty.com
                                         and jwarshaw@lnrproperty.com;



 


		(h)	in
                                         the case of the Trust Advisor, to don.simon@pentalphasurveillance.com and notices@pentalphasurveillance.com;



 






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		(i)	in
                                         the case of the initial Controlling Class Representative, to tnealon@lnrproperty.com,
                                         srivers@lnrproperty.com and jwarshaw@lnrproperty.com;



 


		(j)	in
                                         the case of information provided by a Certificateholder to the Trustee, to cmbstrustee@wilmingtontrust.com;



 


		(k)	in
                                         the case of 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.


 


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 and the applicable Non-Serviced Mortgage Loan Special


 






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Servicer
are intended third-party beneficiaries of Section 4.4(c), Section 5.2(a)(I)(ii)(B), Section 8.1(f) and
Article XIII; (v) each Other Indemnified Party is an intended third-party beneficiary of Section 1.6(j) and Section 5.2(a)(I)(vii);
(vi) the Mortgagor(s) set forth in Schedule VI hereto are intended third-party beneficiaries of the fifth and sixth paragraphs
of Section 2.3(a); and (vii) if one, but not all, of the Mortgage Notes with respect to any Joint Mortgage Loan is repurchased,
the applicable Repurchasing Seller shall be a third party beneficiary of this Agreement to the same extent as if it was a holder
of a Serviced Companion Loan, as contemplated by Section 8.30 hereof.


 


Section
14.10     Reserved.


 


Section
14.11     Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed
counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective
as delivery of a manually executed original counterpart of this Agreement.


 


Section
14.12     Intention of Parties. It is the express intent of the parties hereto that the conveyance
of the Mortgage Loans and related rights and property to the Trustee, for the benefit of the Certificateholders, by the Depositor
as provided in Section 2.1 be, and be construed as, an absolute sale of the Mortgage Loans and related property. It
is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans and related property
by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, if, notwithstanding the intent
of the parties, the Mortgage Loans or any related property is held to be the property of the Depositor, or if for any other reason
this Agreement is held or deemed to create a security interest in the Mortgage Loans or any related property, then this Agreement
shall be deemed to be a security agreement; and the conveyance provided for in Section 2.1 shall be deemed to be a
grant by the Depositor to the Trustee, for the benefit of the Certificateholders, of, and the Depositor hereby grants to the Trustee,
for the benefit of the Certificateholders, a security interest in all of the Depositor’s right, title, and interest, whether
now owned or existing or hereafter acquired or arising, in, to and under:


 


(i)          the
property described in clauses (1)-(4) below (regardless of whether subject to the UCC or how classified thereunder)
and all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit,
goods, letters of credit, advices of credit and investment property consisting of, arising from or relating to any of the property
described in clauses (1)-(4) below: (1) the Mortgage Loans identified on the Mortgage Loan Schedule, including
the related Mortgage Notes, Mortgages, security agreements, and title, hazard and other insurance policies, including all Qualifying
Substitute Mortgage Loans, all distributions with respect thereto payable on and after the Cut-Off Date, and the Mortgage Files;
(2) the Distribution Account, all REO Accounts, the Collection Account, and the Reserve Accounts, including all property
therein and all income from the investment of funds therein (including any accrued discount realized on liquidation of any investment
purchased at a discount); (3) the REMIC I Regular Interests and the REMIC II Regular Interests; and (4) the Mortgage
Loan Purchase Agreements that are permitted to be assigned to the Trustee pursuant to Section 14 thereof;


 






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(ii)          all
accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit, investment property, and other rights arising from or by virtue of the disposition of, or
collections with respect to, or insurance proceeds payable with respect to, or claims against other Persons with respect to, all
or any part of the collateral described in clause (i) above (including any accrued discount realized on liquidation
of any investment purchased at a discount); and


 


(iii)          all
cash and non-cash Proceeds (as defined in the Uniform Commercial Code) of the collateral described in clauses (i) and
(ii) above.


 


The
possession by the Custodian (on the Trustee’s behalf) of the Mortgage Notes, the Mortgages and such other goods, advices
of credit, instruments, money, documents, chattel paper or certificated securities and the possession by the Master Servicer (on
the Trustee’s behalf) of the letters of credit shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without limitation,
Sections 8-301 and 9-315 thereof) as in force in the relevant jurisdiction.


 


Notifications
to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be
deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents
of, or persons holding for, the Trustee, as applicable, for the purpose of perfecting such security interest under applicable
law.


 


The
Depositor and, at the Depositor’s direction, the Master Servicer and the Trustee, shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security
interest in the property described above, such security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term of the Agreement. The Master Servicer shall prepare
and make all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code
as in effect in any jurisdiction to perfect the Trustee’s security interest in such property, including without limitation
(i) continuation statements, and (ii) such other statements as may be occasioned by any transfer of any interest of
the Master Servicer or the Depositor in such property. In connection herewith, the Trustee shall have all of the rights and remedies
of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction.


 


Section
14.13     Recordation of Agreement. This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere. Such recordation, if
any, shall be effected by the Master Servicer at the expense of the Trust as an Additional Trust Expense, but only upon direction
of the Depositor accompanied by an opinion of counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders of the Trust.


 






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Section
14.14     Rating Agency Surveillance Fees. The parties hereto acknowledge that on the Closing Date
the Sellers will pay the ongoing monitoring fees of the Rating Agencies relating to the rating of the Certificates and that no
surveillance fees are payable subsequent to the Closing Date in respect of the rating of the Certificates.


 


Section
14.15     Waiver of Jury Trial. EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY ASSIGNMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, WHETHER
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL
BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT
TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE
OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, ANY ASSIGNMENT OR ANY PROVISION HEREOF OR THEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY ASSIGNMENT.


 


Section
14.16     Submission to Jurisdiction. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH
PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY
WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH MATTERS
MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES THE DEFENSE OF AN INCONVENIENT FORUM IN ANY
ACTION OR PROCEEDING INVOLVING SUCH CLAIMS IN ANY SUCH COURT; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.


 


Section
14.17     Limitation on Rights of Holders.


 


(a)          The
death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s
legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding
up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


 


(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


 






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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 not less than 50% of the Aggregate Certificate
Balance of the Certificates then outstanding shall have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require
against the cost, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty (60) days after its receipt
of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding
and no direction inconsistent with such written request has been given the Trustee during such sixty-day period by such Certificateholders;
it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder
and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing
of any provision of this Agreement or any Certificate to affect, disturb or prejudice the rights of the Holders of any other of
such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right
under this Agreement or any Certificate, except in the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.


 


(d)          No
Certificateholder shall be “Party in Interest” as described under 11 U.S.C. Section 1109(b) solely by virtue of its
ownership of a Certificate.


 


Section
14.18     Acts of Holders of Certificates.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee or the Custodian, as applicable, and, where it is hereby expressly
required, to the Depositor and the Certificate Administrator. Such instrument or instruments (as the action embodies therein and
evidenced thereby) are herein sometimes referred to as an “Act” of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such agents shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee, the Custodian, the Depositor and the Certificate 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.


 






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(b)          The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of
such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments or deeds,
certifying that the individual signing such instrument or writing acknowledged to such notary public or other officer the execution
thereof. Whenever such execution is by an officer of a corporation or a member of a partnership on behalf of such corporation
or partnership, such certificate or affidavit shall also constitute sufficient proof of such officer’s or member’s
authority. The fact and date of the execution of any such instrument or writing, or the authority of the individual executing
the same, may also be proved in any other manner which the Trustee deems sufficient.


 


(c)          The
ownership of Certificates (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Trustee
or the Custodian) shall be proved by the Certificate Register, and none of the Trustee, the Custodian, the Depositor or the Certificate
Administrator shall be affected by any notice to the contrary.


 


(d)          Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Certificate shall bind
every future Holder of the same Certificate and the Holder of every Certificate issued upon the registration of transfer thereof
or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee, the Custodian,
the Certificate Administrator or the Depositor in reliance thereon, whether or not notation of such action is made upon such Certificate.


 






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Section
14.19     Compliance with Patriot Act. In order to comply with the laws, rules, regulations and executive
orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities
and money laundering (“Applicable Laws”), each of the parties hereto may be required to obtain, verify and
record certain information relating to individuals and entities which maintain a business relationship with such party. Accordingly,
each of the parties to this Agreement agrees to provide to any other party to this Agreement, upon request from time to time,
such identifying information and documentation as may be available in order to enable the requesting party to comply with Applicable
Laws.


 


Section
14.20     Precautionary Trust Indenture Act Provisions. If the Depositor notifies the parties to
this Agreement that it has determined, in consultation with the Trustee, that the TIA applies to this Agreement or that qualification
under the TIA or any similar federal statute hereafter enacted is required (any such determination by the Depositor, a “TIA
Applicability Determination”), then, (i) in the case of the TIA, pursuant to Section 318 of the TIA (assuming such section
is then in effect), the provisions of Sections 310 to and including Section 317 of the TIA that impose duties on any person are
part of and govern this Agreement, whether or not physically contained herein, as and to the extent provided in Section 318 of
the TIA; provided, that it shall be deemed that the parties to this Agreement have agreed that, to the extent permitted
under the TIA, this Agreement shall expressly exclude any non-mandatory provisions that (x) conflict with the provisions of this
Agreement or would otherwise alter the provisions of this Agreement or (y) increase the obligations, liabilities or scope of responsibility
of any party hereto; (ii) the parties agree to cooperate in good faith with the Depositor to make such amendments to modify, eliminate
or add to the provisions of this Agreement to the extent necessary to effect the qualification of this Agreement under the TIA
or such similar statute and to add to this Agreement such other provisions as may be expressly required by the TIA or as may be
determined by the parties to be beneficial for compliance with the TIA; and (iii) upon the direction of the Depositor, the Trustee
shall file a Form T-1 or such other form as the Depositor informs the Trustee is required, with the Commission or other appropriate
institution.


 


Section
14.21     Limitation on Liability of the Depositor and Others. Neither the Depositor nor any of the
Affiliates, directors, officers, employees, members, managers or agents of the Depositor shall be under any liability to the Certificateholders,
the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Custodian, the Underwriters,
the Initial Purchasers, the holder of any Serviced B Note or the holder of any Serviced Companion Loan, and the Depositor (and
any of its Affiliates, directors, officers, employees, members, managers or agents) shall be entitled to indemnification from
the Trust for any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other
costs, liabilities, fees and expenses incurred in connection with any legal action incurred by it, arising out of or for any action
taken, or for refraining from the taking of any action, in good faith and using reasonable business judgment; provided,
that this provision shall not protect the Depositor or any such person against any breach of a representation or warranty contained
herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance
of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The Depositor and any Affiliate,
director, officer, employee, member, manager or agent of the Depositor may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person


 






    	427



    	 



    

 


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]






    	428



    	 



    


 


IN WITNESS
WHEREOF, the Depositor, the Master Servicer, the General Special Servicer, the Excluded Mortgage Loan Special Servicer, the Trustee,
the Custodian, the Certificate Administrator, the 17g-5 Information Provider, the Certificate Registrar, the Authenticating Agent
and the Trust Advisor have caused their names to be signed hereto by their respective officers thereunto duly authorized as of
the day and year first above written.


	 	 	 
	 	MORGAN
    STANLEY CAPITAL I INC.,
	 	 	as Depositor
	 	 	 
	 	By:	/s/
    Zachary Fischer
	 	 	Name: Zachary Fischer
	 	 	Title: Vice President
	 	 	 
	 	wells
    fargo bank, national Association, 
	 	 	as Master Servicer
	 	 	 
	 	By:	/s/
    Nachette Hadden
	 	 	Name: Nachette Hadden
	 	 	Title:
    Director 
	 	 	 
	 	LNR PARTNERS,
    LLC,
	 	 	as General Special Servicer
	 	 	 
	 	By:	/s/
    Jerry Hirschkorn
	 	 	Name:
    Jerry Hirschkorn  
	 	 	Title:
    Vice President  
	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,
	 	 	as Excluded Mortgage
    Loan Special Servicer
	 	 	 
	 	By:	/s/ Nachette Hadden
	 	 	Name: Nachette Hadden
	 	 	Title:
    Director 


 


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	 	PENTALPHA
    SURVEILLANCE LLC,
	 	 	as Trust Advisor
	 	 	 
		By:	/s/ James Callahan
	 	 	Name: James Callahan
	 	 	Title: Executive Director and Solely
    as an 

Authorized Signatory for Pentalpha 

Surveillance LLC
	 	 	 
	 	 	 
	 	WILMINGTON
    TRUST, national 
	 	 	association,
	 	 	as Trustee
	 	 	 
	 	By:	/s/
    Dorri Costello
	 	 	Name: Dorri Costello 
	 	 	Title: Vice President  
	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,
	 	as Custodian, Certificate
    Administrator,     17g-5 

Information Provider, Authenticating Agent and Certificate Registrar
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name: Stacey Gross
	 	 	Title: Vice President


 


 


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	STATE
OF NEW YORK	)
	 	)  ss.:
	COUNTY OF NEW YORK	)







 


On
this 16th day of June 2015, before me, a notary public in and for said State, personally appeared Zachary Fischer, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as
Vice President on behalf of Morgan Stanley Capital I Inc., and acknowledged to me that such corporation
executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.


 


IN
WITNESS WHEREOF, I have hereunder set my hand and affixed my official seal the day and year in this certificate first above written.


 


 


	 	/s/ Matthew A Bavoso
	 	Notary
    Public
	 	
	 	MATTHEW A. BAVOSO

    Notary Public, State of New York

    No. 02BA6276232

    Qualified in New York County

    Commission Expires 02/11/2017



 


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	STATE OF NORTH CAROLINA	)
	 	)  ss.:
	COUNTY OF MECKLENBURG	)



 


On
this 6 day of June, 2015, personally appeared before me Nachette Hadden, to me known (or proved to me on the basis of satisfactory
evidence) to be a  Director of Wells Fargo Bank, National Association, a national banking association, that executed the
within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said
entity, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument,
and that by her signature on the instrument the entity upon behalf of which she acted, executed the instrument


 


	 	/s/ Erica L. Smith
	 	Notary
	 	Name: 
	 My Commission expires: July 15, 2017	 
	 	ERICA L. SMITH

    NOTARY PUBLIC

    Gaston County

    North Carolina

    My Commission Expires 7/15/2017
	 


 


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	STATE OF New York	)
	 	)  ss.:
	COUNTY OF Nassau	)



 


On
this 15th day of June 2015, before me, a notary public in and for said State, personally appeared Jerry Hirschkorn, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument asVice
President of LNR Partners, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws
or a resolution of its Board of Directors.


 


IN
WITNESS WHEREOF, I have hereunder set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Samantha Rae Gentile
	 	Notary
    Public
	 	 

                                                    SAMANTHA
RAE GENTILE

Notary Public, State of New York

Registration # 01GE6293616

Qualified In Nassau County

Commission Expires December 16, 2017







 


 


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	STATE OF NORTH CAROLINA	)
	 	)  ss.:
	COUNTY OF MECKLENBURG	)



 


On
this 16 day of June, 2015, personally appeared before me Nachette Hadden, to me known (or proved to me on the basis of satisfactory
evidence) to be a  Director of Wells Fargo Bank, National Association, a national banking association, that executed the
within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said
entity, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument,
and that by her signature on the instrument the entity upon behalf of which she acted, executed the instrument


 


	 	/s/ Erica L. Smith
	 	Notary
	 	Name: 
	 My Commission expires: July 15, 2017	 
	 	ERICA L. SMITH

    NOTARY PUBLIC

    Gaston County

    North Carolina

    My Commission Expires 7/15/2017
	 


 


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	STATE OF Connecticut	)
	 	)  ss.:
	COUNTY OF Fairfield	)



 


On
this 12th day of June 2015, before me, a notary public in and for said State, personally appeared James Callahan,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within
instrument as an Executive of Pentalpha Surveillance LLC, and acknowledged to me that such limited liability company executed
the within instrument pursuant to its limited liability company operating agreement or a resolution of its Board of
Directors.


 


IN
WITNESS WHEREOF, I have hereunder set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Melonie
    S. Williams
	 	Notary
    Public
	 	

Melonie S. Williams

    Notary Public

    Connecticut

    My Commission Expires July 31, 2019


 


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	STATE OF DELAWARE	)
	 	)  ss.:
	COUNTY OF NEW CASTLE	)



 


On
this 16th day of June 2015, before me, a notary public in and for said State, personally appeared Dorri Costello, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as Vice President
of Wilmington Trust, National Association,
and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board
of Directors.


 


IN
WITNESS WHEREOF, I have hereunder set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Christina
    M. Bader
	 	Notary
    Public
	 	 

    CHRISTINA M BADER

    NOTARY PUBLIC

    STATE OF DELAWARE

    My Commission Expires 04-15-2016


 


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	STATE OF Maryland	)
	 	)  ss.:
	COUNTY OF Howard	)



 


On
this 16th day of June 2015, before me, a notary public in and for said State, personally appeared Stacey Gross,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within
instrument as VP of Wells Fargo Bank, NA, and acknowledged to me that such corporation executed the within instrument pursuant
to its by-laws or a resolution of its Board of Directors.


 


IN
WITNESS WHEREOF, I have hereunder set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Amy Martin
	 	Notary
    Public
	 	 

    AMY MARTIN

    NOTARY PUBLIC

    ANNE ARUNDEL COUNTY

    MARYLAND

    My Commission Expires 2-22-2017


 


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MORGAN
STANLEY CAPITAL I INC.,




AS
DEPOSITOR,


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,




AS
MASTER SERVICER,



 


LNR
PARTNERS, LLC,

AS GENERAL SPECIAL SERVICER,  


 





WELLS
FARGO BANK, NATIONAL ASSOCIATION,

AS EXCLUDED MORTGAGE LOAN SPECIAL SERVICER,


 


PENTALPHA
SURVEILLANCE 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 JUNE 1, 2015


 








MORGAN
STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2015-C23,


 COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 SERIES
2015-C23


  


	 


  


    	 



    	 



    



 


EXHIBIT
A-1




  


[FORM
OF CLASS A-1 CERTIFICATE]





 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


  


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


  


THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF 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.


  


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-C23, 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, 


SERIES
2015-C23





 


	PASS-THROUGH
RATE: 1.685% PER ANNUM 

         

        DATE OF POOLING
AND SERVICING AGREEMENT: AS OF JUNE 1, 2015 

         

        CUT-OFF DATE: JUNE
1, 2015 

         

        CLOSING DATE: JUNE
18, 2015 

         

        FIRST DISTRIBUTION
        DATE: JULY 17, 2015

          

        AGGREGATE CERTIFICATE
        BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $45,800,000

          

        CERTIFICATE BALANCE
        OF THIS CLASS A-1 CERTIFICATE AS OF THE CLOSING DATE: $45,800,000

          

        NO. A-1-1
	 	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

          

        


GENERAL
SPECIAL SERVICER: LNR PARTNERS, LLC


 


EXCLUDED MORTGAGE LOAN SPECIAL SERVICER: WELLS
FARGO BANK, NATIONAL ASSOCIATION 




 

        TRUST ADVISOR: PENTALPHA SURVEILLANCE LLC

        

         

        TRUSTEE: WILMINGTON
        TRUST, NATIONAL ASSOCIATION

        

         

        CERTIFICATE ADMINISTRATOR/CERTIFICATE
        REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

          

        CUSIP NO.                    61690QAA7

          

        ISIN NO.    
                  US61690QAA76



  


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 Servicers, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans,
such amounts as shall from time to time be held in the






    	A-1-2



    	 



    




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-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 July 13, 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.


 



    	A-1-3



    	 



    




 


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 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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


  


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling
and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest
of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution
to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii)
the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii)
voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms
of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the Court of St. James, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise
their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust
in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment
of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed
to the holders of the Class R Certificates.





 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.





 



    	A-1-5



    	 



    




 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


  



    	A-1-6



    	 



    




  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


  


	 	WELLS FARGO
    BANK, NATIONAL
ASSOCIATION, as Certificate Registrar
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Dated:
June 18, 2015


  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
                    FARGO BANK, NATIONAL

                    ASSOCIATION, as Authenticating Agent

        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 



    	 



    	 



    




 


ABBREVIATIONS


 





The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
COM   

        TEN ENT   

          

        JT TEN       

         
	-

        

        -

        

        -

        

         
	as
tenant in common 

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)




 


Additional
abbreviations may also be used though not in the above list.





 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto





 


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.


  


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


 






    	A-1-8



    	 



    

  


DISTRIBUTION
INSTRUCTIONS





 


The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to __________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.





 



    	A-1-9



    	 



    




  


EXHIBIT
A-2


 


[FORM
OF CLASS A-2 CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


  


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


  


THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF 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.


  


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-C23, 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, 


SERIES
2015-C23


  


	PASS-THROUGH
RATE: 2.982% PER ANNUM 

         

        DATE OF POOLING
AND SERVICING AGREEMENT: AS OF JUNE 1, 2015 

         

        CUT-OFF DATE: JUNE 1,
        2015 

         

        CLOSING DATE: JUNE 18,
        2015 

         

        FIRST DISTRIBUTION
DATE: JULY 17, 2015 

         

        AGGREGATE CERTIFICATE
BALANCE OF THE CLASS A-2 CERTIFICATES AS OF THE CLOSING DATE: $122,100,000 

         

        CERTIFICATE BALANCE
OF THIS CLASS A-2 CERTIFICATE AS OF THE CLOSING DATE: $122,100,000 

         

        NO. A-2-1
	 	MASTER
SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION 

         

        


GENERAL
SPECIAL SERVICER: LNR PARTNERS, LLC


 


EXCLUDED
MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION


 


TRUST ADVISOR: PENTALPHA SURVEILLANCE LLC


   

        TRUSTEE: WILMINGTON
        TRUST, NATIONAL ASSOCIATION

          

        CERTIFICATE 

        ADMINISTRATOR/CERTIFICATE 

        REGISTRAR/AUTHENTICATING 

        AGENT/CUSTODIAN:
WELLS FARGO BANK, 

        NATIONAL ASSOCIATION 

         

        CUSIP NO.                    61690QAB5 

         

        ISIN NO.                       US61690QAB59 



  


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 Servicers, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans,
such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and
any REO Properties. 






    	A-2-2



    	 



    

 


 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-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 July 13, 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-2-3



    	 



    

 


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.

 

 The
Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


  


All
distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”)
will be made by or on behalf of the Certificate Administrator by check mailed to such Holder’s address as it appears on
the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to
the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any
Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five
(5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will
be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency
of such final distribution.


  


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


  


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


  


Subject
to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons,
in minimum denominations specified in the Pooling and Servicing Agreement.


 






    	A-2-4



    	 



    

 





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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling
and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest
of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution
to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii)
the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement or (iii)
voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates)
for the remaining Mortgage Loans and the Trust’s interest in any REO Properties in the Trust Fund pursuant to the terms
of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the Court of St. James, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise
their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust
in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment
of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed
to the holders of the Class R Certificates.





 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.





 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK,






    	A-2-5



    	 



    

 


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:
June 18, 2015


  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
                    FARGO BANK, NATIONAL

                    ASSOCIATION, as Authenticating Agent

        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-2-8



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.





 



    	A-2-9



    	 



    





EXHIBIT A-3



[FORM OF CLASS A-SB CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF 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.


 


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-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                           RATE: 3.398% PER ANNUM

         

        DATE
        OF POOLING AND SERVICING

        AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS A-SB
        CERTIFICATES AS OF THE CLOSING DATE: $67,600,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS A-SB
        CERTIFICATE AS OF THE CLOSING DATE: $67,600,000

         

        NO.
A-SB-1

      	MASTER
                           SERVICER: WELLS FARGO BANK,

                           NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.61690QAC3

         

        ISIN
        NO.   US61690QAC33

        




 


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 Servicers, the Trust Advisor,
the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any
REO Properties.


 






    	A-3-2



    	 



    

 


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-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 July
13, 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


 






    	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.


 


The
Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”)
will be made by or on behalf of the Certificate Administrator by check mailed to such Holder’s address as it appears on
the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to
the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any
Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five
(5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will
be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency
of such final distribution.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons,
in minimum denominations specified in the Pooling and Servicing Agreement.


 






    	A-3-4



    	 



    

 


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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties
in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof. The parties designated
in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK,


 






    	A-3-5



    	 



    

 


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:
June 18, 2015


  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS A-SB CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
                    FARGO BANK, NATIONAL

                    ASSOCIATION, as Authenticating Agent

        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-3-8



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-3-9



    	 



    

 







EXHIBIT
A-4



[FORM OF CLASS A-3 CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF 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.


 


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-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                           RATE: 3.451% PER ANNUM

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS A-3
        CERTIFICATES AS OF THE CLOSING DATE: $230,000,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS A-3
        CERTIFICATE AS OF THE CLOSING DATE: $230,000,000

         

        NO.
        A-3-1

	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION 

         

        CUSIP
        NO.61690QAD1

         

        ISIN
        NO.   US61690QAD16




 


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 Servicers, the Trust Advisor,
the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of
certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any
REO Properties.


 






    	A-4-2



    	 



    

 


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-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 July
13, 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


 






    	A-4-3



    	 



    

 


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.


 


The
Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”)
will be made by or on behalf of the Certificate Administrator by check mailed to such Holder’s address as it appears on
the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to
the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any
Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five
(5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account
specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will
be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency
of such final distribution.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons,
in minimum denominations specified in the Pooling and Servicing Agreement.


 






    	A-4-4



    	 



    


 


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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties
in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof. The parties designated
in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK,


 






    	A-4-5



    	 



    

 


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:
June 18, 2015


  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


  


	 	WELLS
                    FARGO BANK, NATIONAL

                    ASSOCIATION, as Authenticating Agent

        
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 



    	 



    	 



    




  


ABBREVIATIONS





  


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
                                         COM    

        TEN ENT  

         

        JT TEN       

         
	-

        

        -

        

         

        -

         
	as
                                         tenant in common

        

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)



 





Additional
abbreviations may also be used though not in the above list.


  


FORM
OF TRANSFER 


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


  


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.





 


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


  



    	A-4-8



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.





 



    	A-4-9



    	 



    

 






EXHIBIT
A-5



[FORM OF CLASS A-4 CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


THE
CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF 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.


 


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-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                                         RATE: 3.719% PER ANNUM

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS A-4 CERTIFICATES AS OF THE CLOSING DATE: $285,394,000

         

        CERTIFICATE
        BALANCE OF THIS CLASS A-4 CERTIFICATE AS OF THE CLOSING DATE: $285,394,000

         

        NO.
A-4-1 

         

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.     61690QAE9

         

        ISIN
        NO.         US61690QAE98

         



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 Servicers, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans,
such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and
any REO Properties.


 






    	A-5-2



    	 



    

 


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-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 July
13, 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


 






    	A-5-3



    	 



    

 


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.


 


The
Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”)
will be made by or on behalf of the Certificate Administrator by check mailed to such Holder’s address as it appears on
the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to
the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any
Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five
(5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to
an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate
will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the
pendency of such final distribution.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons,
in minimum denominations specified in the Pooling and Servicing Agreement.


 






    	A-5-4



    	 



    

 


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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties
in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof. The parties designated
in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK,


 






    	A-5-5



    	 



    

 


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:
June 18, 2015


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.



	 	 	 
	 	WELLS FARGO
    BANK, NATIONAL 

    ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 






    	 



    	 



    

 

ABBREVIATIONS


 





The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
COM   

        TEN ENT   

          

        JT TEN       

         
	-

        

        -

         

        

        -

         
	as
tenant in common 

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)




 


Additional
abbreviations may also be used though not in the above list.





 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto





 


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.


  


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.


 






    	A-5-8



    	 



    

 









DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of ________________________________________
account number ______________ or, if mailed by check, to _________________________________. Statements should be mailed
to ____________________. This information is provided by assignee named above, or _______________________, as its agent.


 




    	A-5-9



    	 



    

 


EXHIBIT
A-6



[FORM OF CLASS X-A CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS AND COLLATERAL SUPPORT DEFICITS
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-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                                         RATE: VARIABLE

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES AS OF THE CLOSING DATE: $750,894,000

         

        Notional
        Amount of this Class X-A Certificate as of the Closing Date: $[_]

         

        NO.
        X-A-[_]

         
	MASTER
                                         SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.      61690QAF6

         

        ISIN
        NO.          US61690QAF63

         





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 Servicers, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans,
such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and
any REO Properties.


 






    	A-6-3



    	 



    

 


To
the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 July 13, 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


 






    	A-6-4



    	 



    

 


the
Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of
the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”)
will be made by or on behalf of the Certificate Administrator by check mailed to such Holder’s address as it appears on
the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to
the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any
Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five
(5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to
an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate
will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the
pendency of such final distribution.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified
in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the 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.


 






    	A-6-5



    	 



    

 


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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties
in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof. The parties designated
in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 






    	A-6-6



    	 



    

  


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:
June 18, 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, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THE
INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED
HERETO. 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.


 


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.


 



    	A-7-1



    	 



    




 


SUBJECT
TO THE CONDITIONS AND PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER
Exchangeable CERTIFICATES IN THE AMOUNTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN 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-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                           RATE: LESSER OF 4.004% PER ANNUM and the weighted average remic i net mortgage rate

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS A-S CERTIFICATES AS OF THE CLOSING DATE: $75,089,000 (SUBJECT TO SCHEDULE OF EXCHANGES
        ATTACHED)

         

        CERTIFICATE
        BALANCE OF THIS CLASS A-S CERTIFICATE AS OF THE CLOSING DATE: $75,089,000 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)

         

        NO.
A-S-1  

        
	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.61690QAG4

         

        ISIN
        NO.   US61690QAG47

         



 


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 Servicers, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans,
such amounts as shall from time to time be held in the


 






    	A-7-3



    	 



    

 


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-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 (subject to adjustments reflected on the schedule of exchanges attached hereto) by the initial Aggregate Certificate
Balance of the Class A-S Certificates (as increased or decreased, as the case may be, to reflect any exchanges of Exchangeable
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 July
13, 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.


 






    	A-7-4



    	 



    

 


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 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-7-5



    	 



    

 


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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties
in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof. The parties designated
in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 






    	A-7-6



    	 



    

 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 




    	A-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:
June 18, 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



    	 



    







SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 




    	A-7-11



    	 



    

 


EXHIBIT
A-8



[FORM OF CLASS B CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THE
INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED
HERETO. 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.


 


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.


 






    	A-8-1



    	 



    


 


SUBJECT
TO THE CONDITIONS AND PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER
Exchangeable CERTIFICATES IN THE AMOUNTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN 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-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                           RATE: the weighted average remic i net mortgage rate

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES AS OF THE CLOSING DATE: $60,340,000 (SUBJECT TO SCHEDULE OF EXCHANGES
        ATTACHED)

         

        CERTIFICATE
        BALANCE OF THIS CLASS B CERTIFICATE AS OF THE CLOSING DATE: $60,340,000 (subject to schedule of exchanges attached)

         

        NO.
        B-1

         
	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.61690QAH2

         

        ISIN
        NO.    US61690QAH20

         



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 Servicers, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans,
such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and
any REO Properties.


 






    	A-8-3



    	 



    

 


To
the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 (subject to adjustments reflected on the schedule of exchanges attached hereto) by the initial Aggregate Certificate Balance
of the Class B Certificates (as increased or decreased, as the case may be, to reflect any exchanges of Exchangeable 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 July
13, 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.


 






    	A-8-4



    	 



    



 


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 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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties
in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof. The parties designated
in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 






    	A-8-6



    	 



    

 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 




    	A-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:
June 18, 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



    	 



    







SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 



    	A-8-11



    	 



    












EXHIBIT
A-9



[FORM OF CLASS PST CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THE
INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED
HERETO. THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS AND COLLATERAL
SUPPORT DEFICITS ALLOCABLE TO THE CLASS PST COMPONENTS (AND CORRESPONDINGLY 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.


 






    	A-9-1



    	 



    

  


SUBJECT
TO THE CONDITIONS AND PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER
Exchangeable CERTIFICATES IN THE AMOUNTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN 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-9-2



    	 



    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                           RATE: The Class PST Certificates will not have a Pass-Through Rate, but will be entitled to receive
                           the sum of the interest distributable on the Class PST Components.

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS PST CERTIFICATES AS OF THE CLOSING DATE: $0 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)

         

        CERTIFICATE
        BALANCE OF THIS CLASS PST CERTIFICATE AS OF THE CLOSING DATE: $0 (SUBJECT TO SCHEDULE OF EXCHANGES ATTACHED)

         

        NO.
PST-1 
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.          61690QAJ8

         

        ISIN
        NO.              US61690QAJ85

         




 


CLASS
PST 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 Servicers, 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






    	A-9-3



    	 



    




consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account,
the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 PST Certificates equal to
the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the
face hereof (subject to adjustments reflected on the schedule of exchanges attached hereto) by the initial Aggregate Certificate
Balance of the Class PST Certificates (as increased or decreased, as the case may be, to reflect any exchanges of Exchangeable
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 July
13, 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.


 


This
Certificate will be entitled to interest that accrues (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 on the Class PST Components at the applicable
Pass-Through Rates 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 PST Certificates
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.






    	A-9-4



    	 



    




 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 


Collateral
Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates
in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal
Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


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-9-5



    	 



    

 


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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties in
the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event
shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof. The parties designated
in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.






    	A-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:
June 18, 2015


  


CERTIFICATE
OF AUTHENTICATION


  


THIS
IS ONE OF THE CLASS PST 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



    	 



    




  



SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:




 



    	A-9-11



    	 



    

 


EXHIBIT
A-10



[FORM OF CLASS C CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THE
INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED
HERETO. 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.


 


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.


 



    	A-10-1



    	 



    




 


SUBJECT
TO THE CONDITIONS AND PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER
Exchangeable CERTIFICATES IN THE AMOUNTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN 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-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                           RATE: THE Weighted Average REMIC I Net Mortgage Rate

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES AS OF THE CLOSING DATE: $46,931,000 (SUBJECT TO SCHEDULE OF EXCHANGES
        ATTACHED)

         

        CERTIFICATE
        BALANCE OF THIS CLASS C CERTIFICATE AS OF THE CLOSING DATE: $46,931,000 (subject to schedule of exchanges attached)

         

        NO.
C-1 
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.          61690QAK5

         

        ISIN
        NO.              US61690QAK58

         




 


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 Servicers, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans,
such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and
any REO Properties.


 



    	A-10-3



    	 



    

 


To
the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 (subject to adjustments reflected on the schedule of exchanges attached hereto) by the initial Aggregate Certificate Balance
of the Class C Certificates (as increased or decreased, as the case may be, to reflect any exchanges of Exchangeable 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 July
13, 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.


 



    	A-10-4



    	 



    



 


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 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-10-5



    	 



    



 


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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties in
the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event
shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof. The parties designated
in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 



    	A-10-6



    	 



    


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 



    	A-10-7



    	 



    

 


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:
June 18, 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-10-9



    	 



    

  


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-10-10



    	 



    




  




SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 




    	A-10-11



    	 



    





 


EXHIBIT
A-11



[FORM OF CLASS X-B CERTIFICATE]


 


[FOR
REGULATION S CERTIFICATES ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN


 






    	A-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 PRINCIPAL DISTRIBUTIONS AND COLLATERAL SUPPORT DEFICITS
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-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                           RATE: VARIABLE

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES AS OF THE CLOSING DATE: $75,089,000

         

        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

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/ AUTHENTICATING AGENT/Custodian: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.     61690QAL31

                                 U61839AA12

                                 61690QAM13

         

        ISIN
        NO.         US61690QAL324

                                 USU61839AA185

                                 US61690QAM156

         



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


 




 





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



    	 



    

 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through
certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated
as specified above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Master Servicer, the Special Servicers, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the
Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account
and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 July 13, 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


 






    	A-11-4



    	 



    

 


immediately
prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount due to this
Certificate’s pro rata share of the amount to be distributed on the Class X-B Certificates as of such Distribution
Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


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.


 






    	A-11-5



    	 



    

 


[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 Servicers, the Certificate Administrator, the Custodian, the Trustee, the
Trust Advisor or the Certificate Registrar in their respective capacities as such). No Person may hold an interest in a Rule 144A
Global Certificate unless that Person is a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined
in Rule 902(k) under the Securities Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests
in the Global Certificates that would result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing
Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities
law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate.
Any Certificateholder or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does
hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing


 






    	A-11-6



    	 



    

 


Agreement
against any liability that may result if the transfer is not exempt from such registration or qualification or is not made in
accordance with such federal and state laws.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-B Certificates will be issued in denominations of $100,000
initial Notional Amount and in any whole dollar denomination in excess thereof.


 


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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in
the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution
to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of
the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates
(other than the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in
any REO Properties in the Trust Fund pursuant to the


 






    	A-11-7



    	 



    

 


terms
of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof. The parties designated in the Pooling and Servicing Agreement
may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination
of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust
and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust
shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 






    	A-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:
June 18, 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-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-FG CERTIFICATE]


 


[FOR
REGULATION S CERTIFICATES ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN


 






    	A-12-1



    	 



    

 


INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


[FOR
GLOBAL CERTIFICATES ONLY: THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED AS SET FORTH IN THE
SCHEDULE OF EXCHANGES ATTACHED HERETO.]


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS AND COLLATERAL SUPPORT DEFICITS
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-12-2



    	 



    

 





MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                           RATE: VARIABLE

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        NOTIONAL AMOUNT OF THE CLASS X-FG CERTIFICATES AS OF THE CLOSING DATE: $26,818,000

         

        NOTIONAL
        AMOUNT OF THIS CLASS X-FG CERTIFICATE AS OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE
        OF EXCHANGES ATTACHED)]

         

        NO.
        X-FG-[_]

         

         

         
	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/ AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.       61690QAN91

                                   U61839AB92

                                   61690QAP43

         

        ISIN
        NO.           US61690QAN974

                                   USU61839AB905

                                   US61690QAP466

         



CLASS
X-FG 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


 







 





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



    	 



    

 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through
certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated
as specified above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Master Servicer, the Special Servicers, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the
Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account
and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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-FG 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-FG 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 July 13, 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


 






    	A-12-4



    	 



    

 


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-FG 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.


 






    	A-12-5



    	 



    

 


[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 Servicers, the Certificate Administrator, the Custodian, the Trustee, the
Trust Advisor or the Certificate Registrar in their respective capacities as such). No Person may hold an interest in a Rule 144A
Global Certificate unless that Person is a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined
in Rule 902(k) under the Securities Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests
in the Global Certificates that would result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing
Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities
law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate.
Any Certificateholder or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does
hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing


 






    	A-12-6



    	 



    

 


Agreement
against any liability that may result if the transfer is not exempt from such registration or qualification or is not made in
accordance with such federal and state laws.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-FG 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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in
the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution
to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of
the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates
(other than the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in
any REO Properties in the Trust Fund pursuant to the


 






    	A-12-7



    	 



    

 


terms
of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof. The parties designated in the Pooling and Servicing Agreement
may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination
of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust
and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust
shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 






    	A-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:
June 18, 2015


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-FG 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-H CERTIFICATE]


 


[FOR
REGULATION S CERTIFICATES ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN). 


 


NO
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


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)


 



    	A-13-1



    	 



    




 


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.


 


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.


 


[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 PRINCIPAL DISTRIBUTIONS AND COLLATERAL SUPPORT DEFICITS
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


 



    	A-13-2



    	 



    




 


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-13-3



    	 



    




 



MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                           RATE: VARIABLE

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        NOTIONAL AMOUNT OF THE CLASS X-H CERTIFICATES AS OF THE CLOSING DATE: $32,181,368

         

        NOTIONAL
        AMOUNT OF THIS CLASS X-H CERTIFICATE AS OF THE CLOSING DATE: $[_____] [FOR GLOBAL CERTIFICATES ONLY: (SUBJECT TO SCHEDULE
        OF EXCHANGES ATTACHED)]

         

        NO.
        X-H-[_]

         

         

         
	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/ AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.             61690QAQ21

                                          U61839AC72

                                         61690QAR03

         

        ISIN
        NO.                 US61690QAQ294

                                         USU61839AC735

                                         US61690QAR026

        


 


CLASS
X-H CERTIFICATE


 


evidencing
a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool
of commercial mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by


 






 

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-13-4



    	 



    




 


MORGAN
STANLEY CAPITAL I INC.


 


THIS
CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through
certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated
as specified above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Master Servicer, the Special Servicers, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the
Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account
and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (herein called the “Certificates”).
The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate
100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class X-H Certificates equal to
the quotient expressed as a percentage obtained by dividing the initial Notional Amount of this Certificate specified on the face
hereof by the initial aggregate Notional Amount of the Class X-H Certificates.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of
the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between
terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


Distributions
of interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations
set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution
Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered
on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day,
the next succeeding Business Day (a “Determination Date”), commencing on July 13, 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


 



    	A-13-5



    	 



    




 


immediately
prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount due to this
Certificate’s pro rata share of the amount to be distributed on the Class X-H Certificates as of such Distribution Date,
with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


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.


 



    	A-13-6



    	 



    




 


[FOR
REGULATION S CERTIFICATES ONLY: This Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or
more Global Certificates only (i) on or after the termination of the 40-day distribution compliance period (as defined in
Regulation S) and (ii) upon presentation of a Regulation S Certificate (as defined in the Pooling Agreement) required by
Article III of the Pooling and Servicing Agreement. Upon exchange of this Regulation S Temporary Global Certificate for one or
more Global Certificates, the Certificate Registrar shall cancel this Regulation S Temporary Global Certificate.]


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust
Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney
duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued
to the designated transferee or transferees.


 


No
transfer 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.


 



    	A-13-7



    	 



    




 


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 Servicers, the Certificate Administrator, the Custodian, the Trustee, the
Trust Advisor or the Certificate Registrar in their respective capacities as such). No Person may hold an interest in a Rule 144A
Global Certificate unless that Person is a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined
in Rule 902(k) under the Securities Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests
in the Global Certificates that would result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing
Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities
law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate.
Any Certificateholder or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does
hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against
any liability that may result if the transfer is not exempt from such registration or qualification or is not made in accordance
with such federal and state laws.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-H Certificates will be issued in denominations of $100,000 initial
Notional Amount and in any whole dollar denomination in excess thereof.


 


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


 



    	A-13-8



    	 



    




 


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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in
the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution
to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of
the Pooling and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates
(other than the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in
any REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement;
provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.
The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any
other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in
the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses
associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL


 



    	A-13-9



    	 



    




 


OBLIGATIONS
LAW SHALL APPLY TO THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 



    	A-13-10



    	 



    




 




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:
June 18, 2015


 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-H CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


		WELLS
FARGO BANK, NATIONAL

ASSOCIATION, as Authenticating Agent 

	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 



    	 



    	 



    


 


ABBREVIATIONS


 





The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


  


	TEN
COM   

        TEN ENT   

          

        JT TEN       

         
	-

        

        -

         

        

        -

         
	as
tenant in common 

        as tenants by the

        entireties

        as joint tenants
with

rights of survivorship

and not as tenants in

common 
	 	UNIF
GIFT MIN ACT ................. Custodian 

                             (Cust) 

        Under Uniform Gifts
to Minors 

         

        Act ....................... 

             (State)




 


Additional
abbreviations may also be used though not in the above list.





 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto





 


	  	 	PLEASE
    INSERT SOCIAL SECURITY OR OTHER
	  	 	IDENTIFYING NUMBER OF
    ASSIGNEE
	 
    	 	  
	  	 	  


  


	Please
    print or typewrite name and address of assignee
	 
	the
    within Certificate and does hereby or irrevocably constitute and appoint
	 
	to
    transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the
    premises.


  


	Dated:	 	 	 	 
	 	 	 	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  


	SIGNATURE GUARANTEED	 	 
	The signature must be guaranteed by a commercial bank
    or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized
    or witnessed signatures are not acceptable.



 



    	A-13-12



    	 



    


 




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-13-13



    	 



    




 




[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-13-14



    	 



    


 


EXHIBIT
A-14



[FORM OF CLASS D CERTIFICATE]


 


[FOR
REGULATION S CERTIFICATES ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN).


 


NO
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


IF
THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN


 



    	A-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 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-14-2



    	 



    




 




MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                           RATE: THE WEIGHTED AVERAGE REMIC I NET MORTGAGE RATE

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES AS OF THE CLOSING DATE: $56,317,000

         

        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

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.                  61690QAS81

                                              U61839AD52

                                              61690QAT63

         

        ISIN
        NO.                     US61690QAS844

                                             USU61839AD565

                                             US61690QAT676

        


 


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.


 







 

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



    	 



    




 


THIS
CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through
certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated
as specified above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Master Servicer, the Special Servicers, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the
Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account
and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 July
13, 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


 



    	A-14-4



    	 



    




 


amount
to be distributed on the Class D Certificates as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


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-14-5



    	 



    




 


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 Servicers, 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-14-6



    	 



    




 


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 Servicers, 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 Servicers, 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-14-7



    	 



    




 


outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties
in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof. The parties designated
in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 



    	A-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:
June 18, 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-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 E CERTIFICATE]


 


[FOR
REGULATION S CERTIFICATES ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN).


 


NO
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


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-15-1



    	 



    

 


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-15-2



    	 



    

 


[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-15-3



    	 



    

 



MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                           RATE: THE WEIGHTED AVERAGE REMIC I NET MORTGAGE RATE

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES AS OF THE CLOSING DATE: $24,136,000

         

        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

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.      61690QAU31

                                  U61839AE32

                                  61690QAV13

         

        ISIN
        NO.          US61690QAU314

                                  USU61839AE305

                                  US61690QAV146

         



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.




 







 


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-15-4



    	 



    

 


THIS
CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through
certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated
as specified above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Master Servicer, the Special Servicers, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the
Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account
and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 July
13, 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


 






    	A-15-5



    	 



    

 


amount
to be distributed on the Class E Certificates as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


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-15-6



    	 



    

 


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 Servicers, 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-15-7



    	 



    

 


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-15-8



    	 



    

 


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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties
in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof. The parties designated
in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 






    	A-15-9



    	 



    

 


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-15-10



    	 



    

 

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:
June 18, 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-15-12



    	 



    
 


 






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-15-13



    	 



    

 





[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-15-14



    	 



    

 





EXHIBIT
A-16



[FORM OF CLASS F CERTIFICATE]


 


[FOR
REGULATION S CERTIFICATES ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN).


 


NO
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 






    	A-16-1



    	 



    

 


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-16-2



    	 



    

 


[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-16-3



    	 



    

 





MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                           RATE: 3.000% PER ANNUM

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES AS OF THE CLOSING DATE: $10,727,000

         

        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

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.       61690QAW91

                                   U61839AF02

                                   61690QAX73

         

        ISIN
        NO.           US61690QAW964

                                   USU61839AF055

                                   US61690QAX796

         



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.


 







 


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-16-4



    	 



    

 


THIS
CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through
certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated
as specified above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Master Servicer, the Special Servicers, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the
Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account
and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 July
13, 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


 






    	A-16-5



    	 



    

 


amount
to be distributed on the Class F Certificates as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


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-16-6



    	 



    

 


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 Servicers, 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-16-7



    	 



    

 


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-16-8



    	 



    

 


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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties
in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof. The parties designated
in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 






    	A-16-9



    	 



    

 


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-16-10



    	 



    

 

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:
June 18, 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-16-12



    	 



    
 



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-16-13



    	 



    

 





[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-16-14



    	 



    



 



EXHIBIT A-17



[FORM OF CLASS G CERTIFICATE]


 


[FOR
REGULATION S CERTIFICATES ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN).


 


NO
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 






    	A-17-1



    	 



    

 


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-17-2



    	 



    

 


[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-17-3



    	 



    

 


MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                           RATE: 3.000% PER ANNUM

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES AS OF THE CLOSING DATE: $16,091,000

         

        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

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
NO.        61690QAY51

                            U61839AG82

                            61690QAZ23

         

        ISIN
NO.           US61690QAY524

                            USU61839AG875

                            US61690QAZ286

         



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.


 





 


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-17-4



    	 



    

 


THIS
CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through
certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated
as specified above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Master Servicer, the Special Servicers, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the
Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account
and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 July
13, 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


 






    	A-17-5



    	 



    

 


amount
to be distributed on the Class G Certificates as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


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-17-6



    	 



    

 


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 Servicers, 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-17-7



    	 



    

 


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-17-8



    	 



    

 





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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties
in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof. The parties designated
in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 






    	A-17-9



    	 



    

 


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-17-10



    	 



    

 


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:
June 18, 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-17-12



    	 



    




  


DISTRIBUTION
INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to_____________ for the account of _____________________________ account number ______________ or, if mailed by check, to ______________________________________. Statements should
be mailed to ____________________.  This information is provided by assignee named above, or _______________________,
as its agent.



 



    	A-17-13



    	 



    





[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 




    	A-17-14



    	 



    


 



EXHIBIT
A-18



[FORM OF CLASS H CERTIFICATE]


 


[FOR
REGULATION S CERTIFICATES ONLY: THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN).


 


NO
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 






    	A-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-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PASS-THROUGH
                           RATE: 3.000% PER ANNUM

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        AGGREGATE
        CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES AS OF THE CLOSING DATE: $32,181,368

         

        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

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
NO.        61690QBA61

                            U61839AH62

                            61690QBB43

         

        ISIN
        NO.           US61690QBA674

                                    USU61839AH605

                                    US61690QBB416

         



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.


 





 


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



    	 



    

 


THIS
CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO.] is the registered owner of this commercial mortgage pass-through
certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated
as specified above (the “Pooling and Servicing Agreement”), between Morgan Stanley Capital I Inc. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Master Servicer, the Special Servicers, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the
Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter.
The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account
and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms
used herein have the respective meanings assigned in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 July
13, 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


 






    	A-18-5



    	 



    

 


amount
to be distributed on the Class H Certificates as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


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 Servicers, 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 Servicers, 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 Servicers, the
Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent
or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties
in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof. The parties designated
in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 






    	A-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:
June 18, 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-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 V CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, OR (2) TO AN INSTITUTIONAL ACCREDITED INVESTOR
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY IN WHICH ALL OF THE
EQUITY OWNERS ARE INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT) THAT IS NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE FEDERAL SECURITIES LAWS AND ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED (1) TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH PLANS AND COLLECTIVE
INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED “PLAN ASSETS” UNDER U.S. DEPARTMENT OF
LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY GENERAL ACCOUNTS, THAT IS SUBJECT TO TITLE I OF
ERISA OR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR (2) TO


 



    	A-19-1



    	 



    




 


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-19-2



    	 



    
 




MORGAN
STANLEY BANK OF AMERICA

MERRILL LYNCH TRUST 2015-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PERCENTAGE
                           INTEREST OF THIS CLASS V CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        NO.
        V-[_]

         
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.          61690QBD0

         

        ISIN
NO.              US61690QBD07 




 


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 Servicers, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans,
such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned
in the Pooling and Servicing Agreement.


 



    	A-19-3



    	 



    




 


This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 July 13, 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


 



    	A-19-4



    	 



    

  


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 V 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 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 Servicers, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the
Certificate Registrar in their respective


 



    	A-19-5



    	 



    

 


capacities
as such). No transfer of a Class V Certificate may be made to a Person that is not a Qualified Institutional Buyer or an Institutional
Accredited Investor. No transfer of a Class V Certificate may be made in book-entry form. No party to the Pooling and Servicing
Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities
law or to take any action not otherwise required under the Pooling and 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 Servicers, 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 Servicers, 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-19-6



    	 



    

 


shall
terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in
the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution
to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties in
the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event
shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof. The parties designated
in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 




    	A-19-7



    	 



    



  


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:
June 18, 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-19-9



    	 



    

  


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.





 



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EXHIBIT
A-20



[FORM OF CLASS R CERTIFICATE]


 


THIS
CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE,
THE CUSTODIAN, THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE MASTER SERVICER, ANY SPECIAL SERVICER, THE TRUST
ADVISOR, THE AUTHENTICATING AGENT OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY
OR BY ANY GOVERNMENTAL AGENCY.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED (1) TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES, KEOGH PLANS AND COLLECTIVE
INVESTMENT FUNDS AND SEPARATE ACCOUNTS, THE ASSETS OF WHICH ARE CONSIDERED “PLAN ASSETS” UNDER U.S. DEPARTMENT OF
LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), INCLUDING, WITHOUT LIMITATION, INSURANCE COMPANY GENERAL ACCOUNTS, THAT IS SUBJECT TO TITLE I OF
ERISA OR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR (2) TO ANY
PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
OF, OR WITH ASSETS OF ANY SUCH PLAN.





 



    	A-20-1



    	 



    



 


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 A “NONECONOMIC RESIDUAL INTEREST,” 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-C23,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2015-C23


 


	PERCENTAGE
                           INTEREST OF THIS CLASS R CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2015

         

        CUT-OFF
        DATE: JUNE 1, 2015

         

        CLOSING
        DATE: JUNE 18, 2015

         

        FIRST
        DISTRIBUTION DATE: JULY 17, 2015

         

        NO.
        R-[_]

         
	 	MASTER
                           SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: LNR PARTNERS, LLC

         

        EXCLUDED
        MORTGAGE LOAN SPECIAL SERVICER: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        TRUST
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR/ CERTIFICATE REGISTRAR/AUTHENTICATING AGENT/CUSTODIAN: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CUSIP
        NO.          61690QBE8

         

        ISIN
NO.              US61690QBE89 




 


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 Servicers, the Trust
Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a
summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans,
such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned
in the Pooling and Servicing Agreement.


 






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This
Certificate is one of a duly authorized issue of Certificates designated as the Morgan Stanley Bank of America Merrill Lynch Trust
2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 July 13, 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


 






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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.


 


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


 



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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 Servicers, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar in
their respective capacities as such). No transfer of a Class R Certificate may be made in book-entry form or 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.


 



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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 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 Servicers, 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


 



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thereof or for taking any other action with respect to such Holder under the provisions of the Pooling and Servicing
Agreement.


 


(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


 






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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.


 


“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 Servicers, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator,
the Certificate Registrar, the


 



    	A-20-9



    	 



    

 


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 Servicers, the Trust Advisor, the Trustee, the Custodian, the Certificate
Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary.


 


The
obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of
the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the
Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust
(and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling
and Servicing Agreement or (iii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class V and Class R Certificates) for the remaining Mortgage Loans and the Trust’s interest in any REO Properties in
the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event
shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof. The parties designated
in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining
in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing
Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the
Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates.


 


The
Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT.


 



    	A-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:
June 18, 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-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



    	 



    



 







EXHIBIT
B-1




  


FORM
OF INITIAL CERTIFICATION





 


June
18, 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-C23, Commercial Mortgage
    Pass-Through Certificates, Series 2015-C23


  


Ladies
and Gentlemen:


  


In
accordance with the provisions of Section 2.2 of the Pooling and Servicing Agreement, the undersigned hereby certifies
that, with respect to each Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions noted in the schedule
of exceptions attached hereto, that:  (a) all documents specified in clauses (i), (ii), (vii), (viii), (x) and
(xii) of the definition of “Mortgage File” are in its possession, (b) such documents have been reviewed by it
and have not been materially mutilated, damaged, defaced, torn or otherwise physically altered, and such documents relate to such
Mortgage Loan and (c) each Mortgage Note has been endorsed as provided in clause (i) of the definition of “Mortgage
File” of the Pooling and Servicing Agreement.  The Custodian on behalf of the Trustee makes no representations
as to:  (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained
in each Mortgage File of any of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.





 


The
Custodian on behalf of the Trustee acknowledges receipt of notice that the Depositor has granted to the Trustee for the benefit
of the Certificateholders a security interest in all of the Depositor’s right, title and interest in and to the Mortgage
Loans, the REMIC I Regular Interests, and the REMIC II Regular Interests.





 


Capitalized
words and phrases used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling
and Servicing Agreement.  This Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement.


 


	 	Wells
    Fargo Bank, National Association, as Custodian	 
	 	 	 	 
	 	By: 
	 	 
	 	 	Name:	 
	 	 	Title:	 


 



    	 



    	 



    

 




Schedule
1





	 
	Morgan Stanley Capital I Inc.
	1585 Broadway
	New York, New York 10036
	Attention:  Stephen Holmes
	 
	Morgan Stanley Capital I Inc.
	1221 Avenue of the Americas
	New York, New York 10020
	Attention:  Legal Compliance
    Division
	 
	Morgan Stanley Mortgage Capital Holdings
    LLC
	1585 Broadway
	New York, New York 10036
	Attention:  Stephen Holmes
	 
	Morgan Stanley Mortgage Capital Holdings
    LLC
	1221 Avenue of the Americas
	New York, New York 10020
	Attention:  Legal Compliance
    Division
	 
	Bank of America, National Association
	One Bryant Park
	New York, New York 10036
	Attention:  Leland F. Bunch
	 
	W. Todd Stillerman, Esq.
	Assistant General Counsel and Director
	Bank of America Corporation
	214 North Tryon Street, 20th Floor
	NC1-027 20-05
	Charlotte, North Carolina 28255
	 
	Henry A. LaBrun, Esq.
	Cadwalader, Wickersham & Taft LLP
	227 West Trade Street
	Charlotte, North Carolina 28202
	 
	CIBC Inc.
	c/o Canadian Imperial Bank of Commerce
	425 Lexington Avenue, 4th Floor
	New York, New York 10017
	Attention: Todd Roth, Managing Director


 


    	B-1-2



    	 



    





 


	 
	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
	 
	Wells Fargo Bank, National Association
	Commercial Mortgage Servicing,
	1901 Harrison Street
	Oakland, California 94612
	Attention: MSBAM 2015-C23 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-C23
	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


 


    	B-1-3



    	 



    



 


 


	 
	Reference:  MSBAM 2015-C23
	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
	 
	LNR Partners, LLC
	1601 Washington Avenue, Suite 700
	Miami Beach, Florida 33139
	Attention:  Thomas F. Nealon,
    Esq., Steven A. Rivers, Esq. and Job Warshaw
	 
	Wells Fargo Bank, National Association
	Commercial Mortgage Special Servicing
	MAC D1086
	550 South Tryon Street
	Charlotte, North Carolina 28202
	Attention:  MSBAM 2015-C23 Special
    Servicing
	Facsimile: (704) 715-0055
	 
	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-C23
	 
	K&L Gates LLP
	Hearst Tower, 47th Floor
	214 North Tryon Street
	Charlotte, North Carolina 28202
	Attention:  Stacy Ackermann
	Facsimile:  (704) 353-3190
	 
	Pentalpha Surveillance LLC
	375 N. French Road, Suite 100
	Amherst, New York 14228
	Attention:  Don Simon, Chief
    Operating Officer
	E-mail: don.simon@pentalphasurveillance.com
	 
	With a copy to:


 



    	B-1-4



    	 



    

 


	 
	Bass, Berry & Sims PLC
	150 Third Avenue South, Suite 2800
	Nashville, TN 37201
	Attention:  Jay Knight
	E-mail: jknight@bassberry.com
	 
	Wells Fargo Bank, National Association
	9062 Old Annapolis Road,
	Columbia, Maryland 21045
	Attention:  Client Manager –
    Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23
	 
	Wilmington Trust, National Association
	1100 North Market Street
	Wilmington, Delaware 19890
	Attention:  Account Name MSBAM
    2015-C23
	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


 



    	B-1-5



    	 



    
 


SCHEDULE
OF EXCEPTIONS 


[_____]


 






    	B-1-6



    	 



    




 


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-C23, Commercial Mortgage
    Pass-Through Certificates, Series 2015-C23


  


Ladies
and Gentlemen:





 


In
accordance with the provisions of Section 2.2 of the Pooling and Servicing Agreement, the undersigned hereby certifies
that, with respect to each Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions noted in the schedule
of exceptions attached hereto, that:  (a) all documents specified in clauses (i), (ii), (iv), (v), (vi), (vii),
(viii), (x) and (xii) of the definition of “Mortgage File” required to be included in the Mortgage File (to the extent
required to be delivered pursuant to the Pooling and Servicing Agreement), and with respect to all documents specified in the
other clauses of the definition of “Mortgage File” (to the extent known by a Responsible Officer of the Custodian
on behalf of the Trustee to be required pursuant to the Pooling and Servicing Agreement), are in its possession, (b) such
documents have been reviewed by it and have not been materially mutilated, damaged, defaced, torn or otherwise physically altered,
and such documents relate to such Mortgage Loan, (c) based on its examination and only as to the Mortgage Note and the Mortgage,
the street address (excluding zip code) of the Mortgaged Property set forth in the Mortgage Loan Schedule respecting such Mortgage
Loan accurately reflects the information contained in the documents in the Mortgage File, and (d) each Mortgage Note has
been endorsed.  The Custodian on behalf of the Trustee makes no representations as to:  (i) the validity,
legality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File of any of the Mortgage
Loans identified in the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of
any such Mortgage Loan.





The
Custodian on behalf of the Trustee acknowledges receipt of notice that the Depositor has granted to the Trustee for the benefit
of the Certificateholders a security interest in all of the Depositor’s right, title and interest in and to the Mortgage
Loans, the REMIC I Regular Interests, and the REMIC II Regular Interests.





Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.  This
Certificate is qualified in all respects by the terms of the Pooling and Servicing Agreement including but not limited to Section 2.2 thereof.




 



    	B-2-1



    	 



    




 


	 	Wells
    Fargo Bank, National Association, as Custodian	 
	 	 	 	 
	 	By: 
	 	 
	 	 	Name:	 
	 	 	Title:	 


 



    	B-2-2



    	 



    




  


Schedule
1




	 
	Morgan Stanley Capital I Inc.
	1585 Broadway
	New York, New York 10036
	Attention:  Stephen Holmes
	 
	Morgan Stanley Capital I Inc.
	1221 Avenue of the Americas
	New York, New York 10020
	Attention:  Legal Compliance
    Division
	 
	Morgan Stanley Mortgage Capital Holdings
    LLC
	1585 Broadway
	New York, New York 10036
	Attention:  Stephen Holmes
	 
	Morgan Stanley Mortgage Capital Holdings
    LLC
	1221 Avenue of the Americas
	New York, New York 10020
	Attention:  Legal Compliance
    Division
	 
	Bank of America, National Association
	One Bryant Park
	New York, New York 10036
	Attention:  Leland F. Bunch
	 
	W. Todd Stillerman, Esq.
	Assistant General Counsel and Director
	Bank of America Corporation
	214 North Tryon Street, 20th Floor
	NC1-027 20-05
	Charlotte, North Carolina 28255
	 
	Henry A. LaBrun, Esq.
	Cadwalader, Wickersham & Taft LLP
	227 West Trade Street
	Charlotte, North Carolina 28202
	 
	CIBC Inc.
	c/o Canadian Imperial Bank of Commerce
	425 Lexington Avenue, 4th Floor
	New York, New York 10017
	Attention: Todd Roth, Managing Director


 



    	B-2-3



    	 



    




 


	 
	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
	 
	Wells Fargo Bank, National Association
	Commercial Mortgage Servicing,
	1901 Harrison Street
	Oakland, California 94612
	Attention: MSBAM 2015-C23 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-C23
	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


 



    	B-2-4



    	 



    



 


	 
	Reference:  MSBAM 2015-C23
	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
	 
	LNR Partners, LLC
	1601 Washington Avenue, Suite 700
	Miami Beach, Florida 33139
	Attention:  Thomas F. Nealon,
    Esq., Steven A. Rivers, Esq. and Job Warshaw
	 
	Wells Fargo Bank, National Association
	Commercial Mortgage Special Servicing
	MAC D1086
	550 South Tryon Street
	Charlotte, North Carolina 28202
	Attention:  MSBAM 2015-C23 Special
    Servicing
	Facsimile: (704) 715-0055
	 
	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-C23
	 
	K&L Gates LLP
	Hearst Tower, 47th Floor
	214 North Tryon Street
	Charlotte, North Carolina 28202
	Attention:  Stacy Ackermann
	Facsimile:  (704) 353-3190
	 
	Pentalpha Surveillance LLC
	375 N. French Road, Suite 100
	Amherst, New York 14228
	Attention:  Don Simon, Chief
    Operating Officer
	E-mail: don.simon@pentalphasurveillance.com
	 
	With a copy to:


 


    	B-2-5



    	 



    




 


	 
	Bass, Berry & Sims PLC
	150 Third Avenue South, Suite 2800
	Nashville, TN 37201
	Attention:  Jay Knight
	E-mail: jknight@bassberry.com
	 
	Wells Fargo Bank, National Association
	9062 Old Annapolis Road,
	Columbia, Maryland 21045
	Attention:  Client Manager –
    Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23
	 
	Wilmington Trust, National Association
	1100 North Market Street
	Wilmington, Delaware 19890
	Attention:  Account Name MSBAM
    2015-C23
	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


 



    	B-2-6



    	 



    








 


SCHEDULE
OF EXCEPTIONS


 





[_____]


 



    	B-2-7



    	 



    




 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-C23



	  	Commercial Mortgage Pass-Through Certificates,



	  	Series 2015-C23


 


	cc:	Wilmington Trust, National Association,
    as Trustee






	  	1100 North Market Street



	  	Wilmington, Delaware 19890



	  	Attn:  Account Name MSBAM
    2015-C23



	  	Email: cmbstrustee@wilmingtontrust.com


 


	  	Re:	Morgan Stanley Bank of America Merrill
    Lynch Trust 2015-C23,



	  	Commercial
    Mortgage Pass-Through Certificates, Series 2015-C23





 


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 June 1, 2015 (the “Pooling and Servicing Agreement”), and executed in connection
with the above-referenced transaction, the undersigned hereby requests a release of the Trust Mortgage File held by you as Custodian
on behalf of the Trustee with respect to the following described Mortgage Loan for the reason indicated below.


 


Mortgagor’s
Name:


 


Address:


 


Loan
No.:


 


Reason
for requesting file:


 


	_____	1.	Mortgage Loan paid in full.




	 

         

         

          
	(The [Master] [Special] Servicer hereby
    certifies that all amounts received in connection with the Mortgage Loan have been or will be, following the [Master] [Special]
    Servicer’s release of the Trust Mortgage File, credited to the Collection Account or the Distribution Account, as applicable,
    pursuant to the Pooling and Servicing Agreement.)



 


	_____	2.	Mortgage Loan repurchased.





	  	(The [Master] [Special] Servicer hereby
    certifies that the Purchase Price 





 



    	C-1



    	 



    

 


	  	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-C23


 


	  	Re:	Morgan
    Stanley Bank of America Merrill Lynch Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 June 1, 2015 and executed in connection with the above-referenced transaction.  All terms used herein and
not otherwise defined shall have the respective meanings set forth in the Pooling and Servicing Agreement.  The Transferor
hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


1.           The
Transferor is the lawful owner of the Transferred Certificate with the full right to transfer such Certificate free from any and
all claims and encumbrances whatsoever.


  


2.           Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any
Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) solicited
any offer to buy or accept a transfer, pledge or other disposition of any Certificate, any interest in any Certificate or any
other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any
Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) made any
general solicitation by means of general advertising or in any other manner, or (e) taken any other action, which (in the
case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of any Certificate
under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of
any


 






    	D-1-1



    	 



    




 


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-C23


 


	  	Re:	Morgan Stanley Bank of America Merrill
    Lynch Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 June 1, 2015 (the “Pooling and Servicing Agreement”), and executed in connection with the above-referenced
transaction.  All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth
in the Pooling and Servicing Agreement.  The Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, that:


 


1.           The
Transferee is a “qualified institutional buyer” (a “Qualified Institutional Buyer”) as that term
is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities
Act”), and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2.  The
Transferee is aware that the sale to it of the Transferred Certificates is being made in reliance on Rule 144A.  The
Transferee is acquiring the Transferred Certificates for its own account or for the account of a Qualified Institutional Buyer,
and understands that such Transferred Certificates may be resold, pledged or transferred only (i) to a person reasonably
believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional
Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant
to another exemption from registration under the Securities Act.


 


2.           The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Transferred Certificates and
distributions thereon, (c) the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and Servicing





 



    	D-2A-1



    	 



    




 


Agreement,
(e) any credit enhancement mechanism associated with the Transferred Certificates and (f) all related matters that it has requested.


  


3.           Check
one of the following:


 





___       The
Transferee is a “U.S. Person” and has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or
successor form).


 





___       The
Transferee is an institution that is not a “U.S. Person” and under applicable law in effect on the date hereof, no
taxes will be required to be withheld by the Certificate Administrator (or its agent) with respect to distributions to be made
on the Transferred Certificates.  The Transferee has attached hereto either (i) a duly executed IRS Form W-8BEN,
IRS Form W-8BEN-E (or successor forms), which identifies the Transferee as the beneficial owner of the Transferred Certificates
and states that the Transferee is not a U.S. Person, (ii) Form W-8IMY (with appropriate attachments) or (iii) two duly
executed copies of IRS Form W-8ECI (or successor form), which identify the Transferee as the beneficial owner of the Transferred
Certificates and states that interest and original issue discount on the Transferred Certificates is, or is expected to be, effectively
connected with a U.S. trade or business.  The Transferee agrees to provide to the Certificate Administrator (or its
agent) updated IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or IRS Form W-8ECI, as the case may be, any applicable successor
IRS forms, or such other certifications as the Certificate Administrator (or its agent) may reasonably request, on or before the
date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring
a change in the most recent IRS form of certification furnished by it to the Certificate Administrator (or its agent).


 





For
this purpose, “U.S. Person” means a citizen or resident of the United States for U.S. federal income tax purposes,
a corporation or partnership (except to the extent provided in applicable Treasury Regulations) created or organized in or under
the laws of the United States, any State thereof or the District of Columbia, including any entity treated as a corporation or
partnership for federal income tax purposes, an estate the income of which is subject to U.S. federal income taxation regardless
of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration
of such trust, and one or more United States fiduciaries have the authority to control all substantial decisions of such trust
(or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on October 20, 1996 which are eligible
to elect to be treated as U.S. Persons).


 


The
Depositor, the Trustee and the Certificate Administrator are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.


 





4.           If
the Transferred Certificates are Class V or Class R Certificates, then the Transferee (A) is not an employee benefit plan
or other retirement arrangement, including an individual retirement account or annuity, a Keogh plan or a collective





 



    	D-2A-2



    	 



    




 


investment
fund or separate account, the assets of which are considered “plan assets” under U.S. Department of Labor Regulation
Section 2510.3-101, as modified by Section 3(42) of ERISA, including, without limitation, an insurance company general account,
that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or any applicable federal, state or local law (“Similar Laws”) materially similar to the foregoing provisions
of ERISA or the Code (each, a “Plan”), and (B) is not directly or indirectly purchasing the Transferred
Certificates or any interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of
a Plan.


  


5.           If
the Transferred Certificates are Non-Investment Grade Certificates (other than Class V or Class R Certificates), then
check the following paragraph that is applicable:





 


___       The
Transferee (A) is not a Plan (as defined in paragraph 4 above), and (B) is not directly or indirectly purchasing the
Transferred Certificates or any interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets”
of a Plan.


 


___       The
Transferee has provided the Certificate Registrar with a certification of facts and an Opinion of Counsel (copies of which are
attached hereto) to the effect that the transfer of the Transferred Certificates from the Transferor to the Transferee will not
constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or
any Similar Laws or subject the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer,
the Trust Advisor or the Certificate Registrar to any obligation in addition to those undertaken in the Pooling and Servicing
Agreement. 


 


___       The
purchase and holding of such Certificate or interest therein by such person qualifies for the exemptive relief available under
Sections I and III of Prohibited Transaction Class Exemption 95-60 or another exemption from the “prohibited transactions”
rules under ERISA issued by the U.S. Department of Labor or similar exemption under Similar Laws.  


	 	 	 	 
	 	Very
truly yours, 
	 
	 	 	 
	 	(Transferee) 
	 
	 	 	 	 
	 	By:  	 	 	 	 
	 	Name:	 	 
	 	Title:  	 	 	 


 



    	D-2A-3



    	 



    



 


ANNEX
1 TO EXHIBIT D-2A


  


QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


  


[for
Transferees other than Registered Investment Companies]


 


The
undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and Wells Fargo Bank, National
Association, as Certificate Registrar, with respect to the commercial mortgage pass-through certificate being transferred (the
“Transferred Certificates”) as described in the Transferee Certificate to which this certification relates
and to which this certification is an Annex:


  


1.           As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificate (the “Transferee”).


  


2.           The
Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933,
as amended (“Rule 144A”) because (i) the Transferee owned and/or invested on a discretionary basis $______________________1 in
securities (other than the excluded securities referred to below) as of [specific date since the close of the Transferee’s
most recent fiscal year][the end of the Transferee’s most recent fiscal year] (such amount being calculated in accordance
with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below.


  


	  	___	Corporation,
    etc.  The Transferee is a corporation (other than a bank, savings and loan association or similar institution),
    Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue
    Code of 1986, as amended.



 


	  	___	Bank.  The
    Transferee (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the
    District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial
    banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth
    of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as
    of a date not more than 16 months preceding the date of sale of the Transferred Certificate in the case of a U.S. bank, and
    not more than 18 months preceding such date of sale for a foreign bank or equivalent institution.


 



	  	___	Savings
    and Loan.  The Transferee (a) is a savings and loan association, building and loan association, cooperative
    bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having
    supervision over any such institutions or is a foreign 




 








     1  Transferee
must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee is a dealer, and, in that
case, Transferee must own and/or invest on a discretionary basis at least $10,000,000 in securities.


 



    	D-2A-4



    	 



    




  


	  	 	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 or subscription by the Transferee,
if the Transferee is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.  For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee did not include any of the securities referred to in this paragraph.


 



    	D-2A-5



    	 



    


 


4.         
    For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary
basis by the Transferee, the Transferee used the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market value, and no current information with respect to
the cost of those securities has been published, in which case the securities were valued at market.  Further, in determining
such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries
are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles
and if the investments of such subsidiaries are managed under the Transferee’s direction.  However, such securities
were not included if the Transferee is a majority-owned, consolidated subsidiary of another enterprise and the Transferee is not
itself a reporting company under the Securities Exchange Act of 1934, as amended.


 


5.          
   The Transferee acknowledges that it is familiar with Rule 144A and understands that the Transferor and other
parties related to the Transferred Certificates are relying and will continue to rely on the statements made herein because one
or more sales to the Transferee may be in reliance on Rule 144A.


 


___                                      Will
the Transferee be purchasing the Transferred Certificate




Yes         No                        only
for the Transferee’s own account


 


6.         
    If the answer to the foregoing question is “no”, then in each case where the Transferee is
purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified institutional
buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of such third party has
been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.


 



7.              The
Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions
herein.  Until such notice is given, the Transferee’s purchase of the Transferred Certificates will constitute
a reaffirmation of this certification as of the date of such purchase.  In addition, if the Transferee is a bank or
savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements
that become available on or before the date of such purchase, promptly after they become available.


 



8.              Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificates were issued.





	 	 	 	 
	 	Print
Name of Transferee 
	 
	 	 	 	 
	 	By:  	 	 	 	 
	 	Name:	 	 
	 	Title:  	 	 	 
	 	Date:	 	 	 


 



    	D-2A-6



    	 



    


 


ANNEX
2 TO EXHIBIT D-2A


  


QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A





 


[for
Transferees that are Registered Investment Companies]


  


The
undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and Wells Fargo Bank, National
Association, as Certificate Registrar, with respect to the mortgage pass-through certificate being transferred (the “Transferred
Certificates”) as described in the Transferee Certificate to which this certification relates and to which this certification
is an Annex:


  


1.           
  As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or
other executive officer of the entity purchasing the Transferred Certificates (the “Transferee”) or, if the
Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act
of 1933, as amended (“Rule 144A”) because the Transferee is part of a Family of Investment Companies (as
defined below), is an executive officer of the investment adviser (the “Adviser”).


  


2.          
   The Transferee is a “qualified institutional buyer” as defined in Rule 144A because (i) the
Transferee is an investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below,
the Transferee alone owned and/or invested on a discretionary basis, or the Transferee’s Family of Investment Companies
owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of [specific date since the
close of the Transferee’s most recent fiscal year][the end of the Transferee’s most recent fiscal year]. For purposes
of determining the amount of securities owned by the Transferee or the Transferee’s Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the Transferee’s Family of Investment Companies,
as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in which case the securities of such entity were
valued at market.


 


	____	The Transferee owned and/or invested on
    a discretionary basis $___________________ in securities (other than the excluded securities referred to below) as of the
    end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).


  


	____	The Transferee is part of a Family of
    Investment Companies which owned in the aggregate $______________ in securities (other than the excluded securities referred
    to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with
    Rule 144A).


 





3.         
    The term “Family of Investment Companies” as used herein means two or more registered investment
companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being
majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).


 



    	D-2A-7



    	 



    



 


4.         
    The term “securities” as used herein does not include (i) securities of issuers that
are affiliated with the Transferee or are part of the Transferee’s Family of Investment Companies, (ii) bank deposit
notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned
but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. For purposes of determining the
aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, or owned by the Transferee’s
Family of Investment Companies, the securities referred to in this paragraph were excluded.


 



5.        
     The Transferee is familiar with Rule 144A and understands that the parties to which this certification
is being made are relying and will continue to rely on the statements made herein because one or more sales to the Transferee
will be in reliance on Rule 144A.


 



___                                     Will
the Transferee be purchasing the Transferred Certificates




Yes         No                        only
for the Transferee’s own account


 



6.      
       If the answer to the foregoing question is “no”, then in each case where
the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a “qualified
institutional buyer” within the meaning of Rule 144A, and the “qualified institutional buyer” status of
such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A.


 






7.      
       The undersigned will notify the parties to which this certification is made of any changes
in the information and conclusions herein. Until such notice, the Transferee’s purchase of the Transferred Certificates
will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.


 



8.           
  Capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing
Agreement pursuant to which the Transferred Certificates were issued.





	 	 	 	 
	 	Print
Name of Transferee or Adviser 
	 
	 	 	 	 
	 	By:  	 	 	 	 
	 	Name:	 	 
	 	Title:  	 	 	 
	 	 	 	 
	 	IF AN ADVISER:	 
	 	 	 
	 	Print
    Name of Transferee	 
	 	 	 	 	 
	 	Date:	 	 	 


 



    	D-2A-8



    	 



    

 


EXHIBIT
D-2B 


 


FORM
II OF TRANSFEREE CERTIFICATE 


FOR
TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES


  


[Date]


  


Wells
Fargo Bank, National Association, 


as
Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention:  Bondholder
Services – Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 


	  	Re:	Morgan Stanley Bank of America Merrill
    Lynch Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 June 1, 2015 (the “Pooling and Servicing Agreement”), and executed in
connection with the above-referenced transaction.  All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.  The Transferee hereby certifies, represents
and warrants to you, as Certificate Registrar, that:


 





1.           The
Transferee is acquiring the Transferred Certificates for its own account for investment and not with a view to or for sale or
transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act
of 1933, as amended (the “Securities Act”), or any applicable state securities laws.


 





2.           The
Transferee understands that (a) the Class of Certificates to which the Transferred Certificates belong has not been
and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none
of the Depositor, the Trustee or the Certificate Registrar is obligated so to register or qualify the Class of Certificates
to which the Transferred Certificates belong, and (c) no Transferred Certificate may be resold or transferred unless it is
(i) registered pursuant to the Securities Act and registered or qualified pursuant any applicable state securities laws or
(ii) sold or transferred in transactions which are exempt from such registration and qualification and the Certificate Registrar
has received either:  (A) a certificate from the Certificateholder desiring to effect such transfer substantially in
the form attached as Exhibit D-1 to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s
prospective transferee substantially in the form attached either as Exhibit D-2A or, except in the case of Class R
Certificates, as Exhibit D-2B to the Pooling and Servicing Agreement; or (C) an opinion of counsel satisfactory to the
Certificate


 



    	D-2B-1



    	 



    


 


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 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


 



    	D-2B-2



    	 



    


 


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 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


 



    	D-2B-3



    	 



    


 


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 A “NONECONOMIC RESIDUAL INTEREST,” AS
DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL
INCOME TAX PURPOSES.  IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED,
THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE
AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 


7.           Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy
or accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security
from any person in any manner, (c) otherwise approached or negotiated with respect to any Certificate, any interest in any
Certificate or any other similar security with any person in any manner, (d) made any general solicitation by means of general
advertising or in any other manner, or (e) taken any other action with respect to any Certificate, any interest in any Certificate
or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute
a distribution of the Transferred Certificates under the Securities Act, would render the disposition of the Transferred Certificates
a violation of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the
Transferred Certificates pursuant thereto.  The Transferee will not act, nor has it authorized or will it authorize
any person to act, in any manner set forth in the foregoing


 



    	D-2B-4



    	 



    


 


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 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


 




    	D-2B-5



    	 



    


 


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 Administrator, the Master Servicer, the Special Servicer,
the Trust Advisor or the Certificate Registrar to any obligation in addition to those undertaken in the Pooling and Servicing
Agreement.


 



___       The
purchase and holding of such Certificate or interest therein by such person qualifies for the exemptive relief available under
Sections I and III of Prohibited Transaction Class Exemption 95-60 or another exemption from the “prohibited transactions”
rules under ERISA issued by the U.S. Department of Labor or similar exemption under Similar Laws.


 



The
Depositor, the Trustee and the Certificate Administrator are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.


 





	 	Very truly yours,


 


    	D-2B-6



    	 



    


 


	 	 	 	 
	 	(Transferee)
	 
	 	 	 	 
	 	By:  	 	 	 	 
	 	Name:	 	 
	 	Title:  	 	 	 




 



    	D-2B-7



    	 



    


 


EXHIBIT
D-3




  


FORM
OF TRANSFER CERTIFICATE 


TO
AN INTEREST IN A RULE 144A GLOBAL CERTIFICATE


  


(Exchange
or transfers pursuant to 


Section
3.7(g) of the Pooling and Servicing Agreement)





 


Wells
Fargo Bank, National Association, 


as
Certificate Registrar 


Sixth
Street and Marquette Avenue 


Minneapolis,
Minnesota 55479-0113 


Attention:  Bondholder
Services – Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23 


 


	  	Re:	Morgan Stanley Bank of America Merrill
    Lynch Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23, Class [___]


  


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 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-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23, Class R,
evidencing a ____% Percentage Interest in such Class (the “Residual Certificates”)), a ________________ duly
organized and validly existing under the laws of ____________________, on behalf of which he/she makes this affidavit. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the pooling and servicing agreement
pursuant to which the Residual Certificates were issued (the “Pooling and Servicing Agreement”).


 


2.          The
Transferee (i) is, and as of the date of transfer will be, a “Permitted Transferee” and will endeavor to remain
a “Permitted Transferee” for so long as it holds the Residual Certificates, and (ii) is acquiring the Residual
Certificates for its own account or for the account of another prospective transferee from which it has received an affidavit
in substantially the same form as this affidavit. A “Permitted Transferee” is any Person other than a “disqualified
organization” or a possession of the United States. (For this purpose, a “disqualified organization” means the
United States, any state or political subdivision thereof, any agency or instrumentality of any of the foregoing (other than an
instrumentality, all of the activities of which are subject to tax and a majority of whose board of directors is not selected
by any such governmental unit) or any foreign government, international organization or any agency or instrumentality of such
foreign government or organization, any rural electric or telephone cooperative, or any organization (other than certain farmers’
cooperatives) that is generally exempt from federal income tax unless such organization is subject to the tax on unrelated business
taxable income.


 


3.          The
Transferee (i) is, and as of the date of transfer will be, a “Qualified Institutional Buyer” and will endeavor
to remain a “Qualified Institutional Buyer” for so long as it holds the Residual Certificates, and (ii) is acquiring
the Residual Certificates for its own account or for the account of another prospective transferee from which it has received
an affidavit in substantially the same form as this affidavit. A “Qualified Institutional Buyer” is a qualified institutional
buyer qualifying pursuant to Rule 144A under the Securities Act of 1933, as amended.


 


4.          The
Transferee is aware (i) of the tax that would be imposed on transfers of the Residual Certificates to “disqualified
organizations” under the Code that applies to all transfers of the Residual Certificates; (ii) that such tax would
be on the transferor or, if such


 






    	E-1-1



    	 



    

 


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.


 


10.          No
purpose of the Transferee relating to its purchase or any sale of the Residual Certificates is or will be to impede the assessment
or collection of any tax.


 


11.          The
Transferee hereby represents to and for the benefit of the transferor that the Transferee intends to pay any taxes associated
with holding the Residual Certificates as they become due, fully understanding that it may incur tax liabilities in excess of
any cash flows generated by the Residual Certificates.


 






    	E-1-2



    	 



    

 


12.          The
Transferee will not cause income with respect to the Residual Certificates to be attributable to a foreign permanent establishment
or fixed base, within the meaning of any applicable income tax treaty, of such proposed Transferee or any other United States
Tax Person.


 


13.          The
Transferee will, in connection with any transfer that it makes of the Residual Certificates, deliver to the Certificate Registrar
a representation letter substantially in the form of Exhibit E-2 to the Pooling and Servicing Agreement in which it
will represent and warrant, among other things, that it is not transferring the Residual Certificates to impede the assessment
or collection of any tax and that it has at the time of such transfer conducted a reasonable investigation of the financial condition
of the proposed transferee as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and has satisfied the requirements
of such provision.


 


14.          The
Transferee is a citizen or resident of the United States, a corporation, a partnership or other entity created or organized in,
or under the laws of, the United States or any political subdivision thereof, or an estate or trust whose income from sources
without the United States is includible in gross income for United States federal income tax purposes regardless of its connection
with the conduct of a trade or business within the United States.


 


15.          [Select
a or b, as applicable] [a] The Transferee has computed any consideration paid to it to acquire the Class R Certificate in accordance
with U.S. Treasury Regulations Sections 1.860E-1(c)(7) and 1.860E-1(c)(8) by computing present values using a discount rate equal
to the Federal short-term rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period
used by the Transferee.


 


[b]
The transfer of the Class R Certificate complies with Treasury Regulation Sections 1.860E-1(c)(5) and 1.860E-1(c)(6) and,
accordingly,


 


(i)            the
Transferee is an “eligible corporation,” as defined in Treasury Regulation Section 1.860E-1(c)(6), as to which income
from the Class R Certificate will only be taxed in the United States;


 


(ii)           at
the time of the transfer, and at the close of the Transferee’s two fiscal years preceding the Transferee’s fiscal
year of the transfer, the Transferee had gross assets for financial reporting purposes (excluding any obligation of a person related
to the Transferee within the meaning of Treasury Regulation Section 1.860E-1(c)(6)(ii) and excluding any other asset if a principal
purpose for holding or acquiring that asset is to permit the Transferee to satisfy this Section 15(ii)) in excess
of $100 million and net assets in excess of $10 million;


 


(iii)          the
Transferee will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulation
Section 1.860E-1(c)(6), in a transaction that satisfies the requirements of Treasury Regulation Section 1.860E-1(c)(5)(i), (ii)
and (iii) and this Section 15 and the transfer is not to a foreign permanent establishment (within the meaning of
an applicable income tax treaty) of such eligible corporation or any other arrangement by which the Class R Certificate will be
at any time subject to net tax by a foreign country or possession of the United States; and


 






    	E-1-3



    	 



    

 


(iv)          the
Transferee determined the consideration paid to it to acquire the Class R Certificate, based on reasonable market assumptions
(including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions,
tax rates and other factors specific to the Transferee) that it has determined in good faith, is a reasonable amount.


 


16.          The
Transferee (i) is, and at the time of transfer will be, a United States Tax Person other than a partnership (including any
entity treated as a partnership for U.S. federal income tax purposes) any interest in which is owned (or, may be owned pursuant
to the applicable partnership agreement) directly or indirectly (other than through a U.S. corporation) by any person that is
not a United States Tax Person, and (ii) is not, and at the time of the transfer will not be, a foreign permanent establishment
or fixed base, within the meaning of any applicable income tax treaty, of any United States Tax Person. If the Transferee is a
partnership, trust or disregarded entity for U.S. federal income tax purposes, then each person that may be allocated income from
the Class R Certificate is, and at the time of transfer will be, a United States Tax Person.


 


17.          The
Transferee has historically paid its debts as they have come due and will continue to do so in the future.


 






    	E-1-4



    	 



    

 





IN
WITNESS WHEREOF, the Transferee has caused this instrument to be executed on its behalf, pursuant to the authority of its Board
of Directors, by its ____________________ and its corporate seal to be hereunto attached this ___ day of ___________, ____.


 





	 	[NAME OF TRANSFEREE]
	 	 	 
	 	By: 	 
	 	 	[Name of Officer]
	 	 	[Title of Officer]




 






    	E-1-5



    	 



    

 




Personally
appeared before me the above named                                 ,
known or proved to me to be the same person who executed the foregoing instrument and to be the of the Purchaser, and acknowledged
to me that he/she executed the same as his/her free act and deed and the free act and deed of the Purchaser.


 


Subscribed
and sworn before me this          day of                        ,
20     . 





	 	 
	NOTARY PUBLIC	 
	 	 
	COUNTY OF _____________________	 
	 	 
	STATE OF _______________________	 
	 	 
	My commission expires the         
    day of                        ,
    20     .




 






    	E-1-6



    	 



    

 




EXHIBIT
E-2



FORM OF TRANSFEROR AFFIDAVIT AND AGREEMENT (CLASS R)


 


_______________,
20__


 


Wells
Fargo Bank, National Association,

as Certificate Registrar

Sixth Street and Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Bondholder Services – Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 


		Re:	Morgan
                                         Stanley Bank of America Merrill Lynch Trust 2015-C23, Commercial Mortgage Pass-Through
                                         Certificates, Series 2015-C23 (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 June 1, 2015 (the “Pooling and Servicing Agreement”), and executed
in connection with the above-referenced transaction. All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants
to you, as Certificate Registrar, that:


 


1.          No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


2.          The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement. The Transferor has no knowledge or reason to know that any representation contained therein is
false.


 


3.          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that
the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer
of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be
liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 






    	E-2-1



    	 



    

 


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-C23

Commercial Mortgage Pass-Through Certificates,

Series 2015-C23, 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-C23 Commercial Mortgage Pass-Through Certificates, Series 2015-C23, Class __(the “Certificates”).


 


The
undersigned is the owner of a beneficial interest in the Class __ [Rule 144A Global Certificate] [Regulation S Global Certificate]
and requests that on [INSERT DATE], (i) [Euroclear] [CLEARSTREAM] [DTC] debit account #__________, with respect to $__________
principal denomination of the Class __ [Rule 144A Global Certificate] [Regulation S Global Certificate] and (ii) [DTC] [Euroclear]
[CLEARSTREAM] credit the beneficial interest of the below-named purchaser, account #__________, in the Class __ [Rule 144A Global
Certificate] [Regulation S Global Certificate] in the same principal denomination as follows:


 


Name:

Address:

Taxpayer I.D. No.:


 


The
undersigned hereby represents that this transfer is being made in accordance with an exemption from the provisions of Section
5 of the United States Securities Act of 1933, as amended (the “Securities Act”), which representation is based
upon the reasonable belief that the purchaser is [an institution that is not a U.S. Person as defined in Regulation S under the
Securities Act] [a “qualified institutional buyer,” as defined in Rule 144A under the Securities Act, and that such
purchaser has acquired the Certificates in a transaction effected in accordance with the exemption from the registration requirements
of the Securities Act provided by Rule 144A and, if the purchaser has purchased the Certificates for one or more accounts for
which it is acting as fiduciary or agent, each such account is a qualified institutional buyer] and that the purchaser is acquiring
beneficial interests in the applicable Certificate1 for its own account or for


 







 





	1	[NOTE:  INFORMATION PROVIDED
    ABOVE WITH RESPECT TO PURCHASER AND THE FOREGOING REPRESENTATION MUST BE PROVIDED TO THE
    




 






    	G-1



    	 



    

 


one
or more institutional accounts for which it is acting as fiduciary or agent in a minimum amount equivalent to not less than U.S.$[FOR
PRINCIPAL BALANCE CERTIFICATES: $100,000] [FOR CLASS X CERTIFICATES: $100,000] and integral multiples of U.S. $1 in excess thereof
for each such account.


 





	 	Very truly yours,
	 	 
	 	[NAME OF HOLDER OF CERTIFICATE]
	 	 	 
	 	By: 	 
	 	 	[Name], [Chief Financial
	 	 	or other Executive Officer]




 













	 	CERTIFICATE REGISTRAR UPON ANY TRANSFER
    OF CERTIFICATES IF THE CERTIFICATES ARE NO LONGER HELD IN GLOBAL FORM.]




 






    	G-2



    	 



    

 




EXHIBIT
H



FORM OF EUROCLEAR BANK OR CLEARSTREAM BANK CERTIFICATE


 


Morgan
Stanley Bank of America Merrill Lynch Trust 2015-C23

Commercial Mortgage Pass-Through Certificates,

Series 2015-C23, Class ___ (the “Certificates”)


 


TO:          Wells
Fargo Bank, National Association, as Certificate Registrar

  Attn:          Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23

                    Commercial Mortgage Pass-Through Certificates, Series 2015-C23


 


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 June 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



FORM OF INVESTOR CERTIFICATION


 


(“Investor
Certification”)


 


[Date]


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-C23

                             Commercial Mortgage Pass-Through Certificates

                             Series 2015-C23


 


	Re:	Morgan
    Stanley Bank of America Merrill Lynch Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23



          


 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of June
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 [[Certificateholder][Certificate Owner][prospective purchaser] of the Class ___ Certificates][holder of a [B
Note][Serviced Companion Loan] with respect to the [_____] Mortgage Loan].


 


2.          In
the case of a Registered Certificate, the undersigned has received a copy of the Prospectus.


 


3.          The
undersigned is not 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.


 


4.          The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the 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 in connection with purchasing 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


 






    	I-1



    	 



    

 


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.


 


5.          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.


 


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.


 





	 	[NAME OF CERTIFYING PARTY]
	 	 	 
	 	By: 	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:







 






    	I-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-C23

                             Commercial Mortgage Pass-Through Certificates

                             Series 2015-C23


 





	Re:	Morgan
    Stanley Bank of America Merrill Lynch Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23








 


Ladies
and Gentlemen:


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
June 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-C23, Commercial Mortgage Pass-Through Certificates, Series
2015-C23 (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



    	 



    

 


 




 




 





	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  













	  	  	  	  	  	  	  	  	  	  	  
	
DISTRIBUTION DATE STATEMENT


	
Table of Contents


	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	
 


STATEMENT SECTIONS

	  	
 


PAGE(s)

	  	  	  	  
	 	 	 	 	 	 	 	 	 
	  	  	  	
Certificate Distribution Detail

	
2

	  	  	  	  
	  	  	  	
Certificate Factor Detail

	
3

	  	  	  	  
	  	  	  	

Exchangeable Class Detail



	
4

	  	  	  	  
	  	  	  	

Reconciliation Detail



	
5

	  	  	  	  
	  	  	  	

Other Required Information



	
6

	  	  	  	  
	  	  	  	

Cash Reconciliation Detail



	
7

	  	  	  	  
	  	  	  	

Current Mortgage Loan and Property Stratification Tables



	
8-10

	  	  	  	  
	  	  	  	
Mortgage Loan Detail

	
11

	  	  	  	  
	  	  	  	
NOI Detail

	
12

	  	  	  	  
	  	  	   	
Principal Prepayment Detail

	
13

	  	  	  	  
	  	  	  	
Historical Detail

	
14

	  	  	  	  
	  	  	  	
Delinquency Loan Detail

	
15

	  	  	  	  
	  	  	  	
Specially Serviced Loan Detail

	
16-17

	  	  	  	  
	  	  	  	
Advance Summary

	
18

	  	  	  	  
	  	  	  	
Modified Loan Detail

	
19

	  	  	  	  
	  	  	  	
Historical Liquidated Loan Detail

	
20

	  	  	  	  
	  	  	  	
Historical Bond / Collateral Loss Reconciliation

	
21

	  	  	  	  
	  	  	  	
Interest Shortfall Reconciliation Detail

	
22-23

	  	  	  	  
	  	  	  	
Defeased Loan Detail

	
24

	  	  	  	  
	  	  	    	
Supplemental Reporting

	
25

	  	  	  	  
	  	  	  	  	  	  	  	  	  	  
	  	
 


Depositor

	  	  	
 



Master Servicer/Excluded Mortgage Loan 

Special Servicer



	  	


Special Servicer

	      	
 




Trust Advisor






	    	
 


Morgan Stanley Capital I Inc.


1585 Broadway

New York, NY 10036






  


Contact:   General Information Number

Phone Number: (212) 761-4000

	 	
 





Wells Fargo Bank, National Association


550 S. Tryon Street, 14th Floor


Charlotte, NC 28202






Contact:


REAM_InvestorRelations@wellsfargo.com


Phone Number:  (866) 898-1615







	  	
 



LNR Partners, LLC 

1601 Washington Avenue 

Suite 700 

Miami Beach, FL 33139









Contact: www.lnrpartners.com 

Phone Number: (305) 695-5600



	  	
 



Pentalpha Surveillance LLC 

375 North French Road 

Suite 100 

Amherst, NY 14228






 


Contact:            Don Simon


Phone Number:  (203) 660-6100

	
 


	  	
 



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 25



    	 



    
 






 














	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  



































	  	  	  
	  	 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-2



	  	  	  	  	  	
0.000000%

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00  

	  
	 	
A-SB

	 	 	 	 	 	
0.000000%

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00  

	 
	 	
A-3

	 	 	 	 	 	
0.000000%

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00  

	 
	 	
A-4

	 	 	 	 	 	
0.000000%

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00  

	 
	 	A-S	 	 	 	 	 	
0.000000%

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00  

	 
	  	
B

	  	  	  	  	  	
0.000000%

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00  

	  
	  	
C

	  	  	  	  	  	
0.000000%

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00  

	  
	  	
D

	  	  	  	  	  	
0.000000%

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00  

	  
	  	
E

	  	  	  	  	  	
0.000000%

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00  

	  
	 	F	 	 	 	 	 	
0.000000%

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00  

	 
	 	G	 	 	 	 	 	

0.000000%



	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	0.00 	 
	 	H	 	 	 	 	 	
0.000000%

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 
	 	
V

	 	 	 	 	 	
0.000000%

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00  

	 
	  	
R

	  	  	  	  	  	
0.000000%

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00  

	  
	  	
Totals

	  	  	  	  	  	  	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00  

	  
	 	 	 	 	 	 	 	 	 	 	 	 
	  	
Class

	  	  	
CUSIP

	  	  	
Pass-Through


Rate

	  	  	
Original


Notional


Amount

	  	  	
Beginning


Notional


Amount

	  	  	
Interest


Distribution

	  	  	
Prepayment


Premium

	  	  	
Total


Distribution

	  	  	
Ending


Notional


Amount

	  	  	  	  
	 	X-A	 	 	 	 	 	
0.000000%

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	 	 
	 	X-B	 	 	 	 	 	
0.000000%

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	 	 
	 	X-FG	 	 	 	 	 	
0.000000%

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	 	 
	 	X-H	 	 	 	 	 	
0.000000%

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	 	 
	  	

(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).


 



	  
	 	
(2) Class A-S, Class B, Class C all represent the “Regular Interest” of these respective classes. For details on how the balances and payments of these “Regular Interests” are split between their respective certificates and the Exchangable Class PST, please refer to page 4.

	 
	 	 	 	 	 
	 	
 


 

	 	 	 	 
	 	 	 	 	 	 





 



    	Page 2 of 25



    	 



    
     








 














	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  






































	  	  	  
	  	
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-2



	  	  	  	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000   

	  
	  	

A-SB



	  	  	  	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000   

	  
	 	
A-3

	 	 	 	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000   

	 
	 	
A-4

	 	 	 	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000   

	 
	 	
A-S

	 	 	 	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000   

	 
	  	
B

	  	  	  	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000   

	  
	  	
C

	  	  	  	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000   

	  
	  	
D

	  	  	  	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000   

	  
	  	
E

	  	  	  	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000   

	  
	  	
F

	  	  	  	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000   

	  
	  	
G

	  	  	  	  	  	
0.00000000

	  	  	
0.00000000

	  	  	

0.00000000



	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000   

	  
	 	H	 	 	 	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000  

	 
	 	V	 	 	 	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000   

	 
	  	
R

	  	  	  	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000

	  	  	
0.00000000   

	  
	  	  	  
	  	
Class

	  	  	
CUSIP

	  	  	
Beginning


Notional


Amount

	  	  	
Interest


Distribution

	  	  	
Prepayment


Premium

	  	  	
Ending


Notional


Amount

	  	  	  
	 	
X-A

	 	 	 	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	 
	 	
X-B

	 	 	 	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	 
	 	
X-FG

	 	 	 	 	 	

0.00000000



	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	 
	 	

X-H



	 	 	 	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	
0.00000000

	 	 	 
	 	
 


 


 


 


 


 

	 





 



    	Page 3 of 25



    	 



    
 






 












	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  































	  	  	  
	  	
Exchangeable Class Detail

	  
	  	
 

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  






	  	 	

Class\


Component



	  	  	

CUSIP



	  	

Pass-Through


Rate



	  	

Original


Balance



	  	

Beginning


Balance



	  	

Principal


Distribution



	  	

Interest


Distribution



	  	

Prepayment


Premium



	  	

Realized Loss /


Additional Trust


Fund Expenses



	  	

Total


Distribution



	  	

Ending


Balance



	 	  
	 	 	 	 	 
	 	 	
A-S Regular Interest Breakdown

	 	 
	  	 	

A-S (Cert)



	  	  	
 

	  	

0.000000%



	  	
0.00

	  	
0.00

	  	
0.00

	  	
0.00

	  	
0.00

	  	
0.00

	  	
0.00

	  	
0.00   

	 	  
	 	 	
A-S (PST)

	 	 	
 

	 	

0.000000%



	 	
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   

	 	 
	 	 	 	 	 
	 	 	
B Regular Interest Breakdown

	 	 
	 	 	
B (Cert)

	 	 	
 

	 	

0.000000%



	 	
0.00

	 	
0.00

	 	
0.00

	 	
0.00

	 	
0.00

	 	
0.00

	 	
0.00

	 	
0.00   

	 	 
	  	 	



B (PST)







	  	  	
 

	  	

0.000000%



	  	
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   

	 	 
	  	 	 	 	  
	 	 	
C Regular Interest Breakdown

	 	 
	 	 	
C (Cert)

	 	 	 	 	
0.000000%

	 	
0.00

	 	
0.00

	 	
0.00

	 	
0.00

	 	
0.00

	 	
0.00

	 	
0.00

	 	
0.00  

	 	 
	  	 	

C (PST)



	  	  	
 

	  	

0.000000%



	  	
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   

	 	  
	 	 	 	 	 	 
	 	 	
Class PST Detail


 

	 	 	 
	 	 	

Class\


Component



	 	 	
CUSIP

	 	  Pass-Through


Rate



	 	

Original


Balance



	 	

Beginning


Balance



	 	

Principal


Distribution



	 	

Interest


Distribution



	 	

Prepayment


Premium



	 	

Realized Loss /


Additional Trust


Fund Expenses



	 	

Total


Distribution



	 	

Ending


Balance



	 	 
	 	 	PST	 	 	 	 	
0.000000%

	 	
0.00

	 	
0.00

	 	
0.00

	 	
0.00

	 	
0.00

	 	
0.00

	 	
0.00

	 	
0.00

	 	 
	 	 	
 


 


 


 


 


 

	 	 







 



    	Page 4 of 25



    	 



    
 







 












	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  
































	  	  	  
	  	
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-2



	  	  	
0

	  	  	
0

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00   

	  
	  	

A-SB



	  	  	
0

	  	  	
0

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00

	  	  	
0.00   

	  
	 	
A-3

	 	 	
0

	 	 	
0

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00   

	 
	 	
A-4

	 	 	
0

	 	 	
0

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00   

	 
	 	X-A	 	 	
0

	 	 	
0

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00   

	 
	 	X-B	 	 	
0

	 	 	
0

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00   

	 
	 	X-FG	 	 	
0

	 	 	
0

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00   

	 
	 	X-H	 	 	
0

	 	 	
0

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00

	 	 	
0.00   

	 
	 	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  

	 
	  	
V

	  	  	
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 5 of 25



    	 



    
 







 












	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  



































	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	
Other Required Information

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	
Available Distribution Amount (1)

	  	
0.00

	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	 
	  	  	
 

	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	
 

	  	
 

	  	  	  	  	  	  	  
	  	  	
 

	  	
 

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	
 

	  	
 

	  	  	
Appraisal Reduction Amount

	  	  	  
	 	 	 	 	 	 	 	
Loan


Number

	 	 	

Appraisal

Reduction


Effected

	 	 	

Cumulative

ASER


Amount

	 	 	

Most Recent

App. Red.


Date

	 	 	 
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	
 

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	
 

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	
 

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	
 

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	 	  	  	  	  	
 

	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	 	  	  	  	  	Total	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	
 


(1) The Available Distribution Amount includes any Prepayment Premiums.

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  





 



    	Page 6 of 25



    	 



    
 







 












	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  








































	  	  	  	  	  	  	  	  	  	  	  	  
	  	
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 Administration Fee - Wells Fargo Bank, N.A.





	  	
0.00

	  	  
	  	
Deferred Interest

	  	
0.00

	  	  	  	

CREFC® License Fee



	  	
0.00

	  	  
	  	
Net Prepayment Interest Shortfall

	  	
0.00

	  	  	  	




Trust Advisor Fee - Pentalpha Surveillance 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 7 of 25



    	 



    
 













 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  



























	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	
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 8 of 25



    	 



    
 


 












	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  









































	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	
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)	  
	  	
 

	  	  	  	  	  	  	  	

Remaining Amortization

Term



	
# of


loans

	
Scheduled


Balance

	
% of


Agg.


Bal.

	

WAM


(2)



	
WAC

	
Weighted


Avg DSCR (3)

	  
	  	
Totals

	  	  	  	  	  	  	  	 	
 

	
 

	 	
 

	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	
 

	  	  	  	  
	  	
Note Rate

	  	 	 	 	 	 	 	 	  
	  	
Note


Rate

	
# of


loans

	
Scheduled


Balance

	
% of


Agg.


Bal.

	
WAM


(2)

	
WAC

	
Weighted


Avg DSCR (3)

	  	
 

	
 

	
 

	
 

	
 

	
 

	
 

	  
	  	  	  	  	  	  	  	  	  	
Totals

	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	Remaining Stated Term (Fully Amortizing Loans)	  
	  	  	  	  	  	  	  	  	  	
Remaining Stated

Term

	
# of


loans

	
Scheduled


Balance

	
% of


Agg.


Bal.

	

WAM


(2)



	
WAC

	
Weighted


Avg DSCR (3)

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Totals

	  	  	  	  	  	  	  	 	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	
Totals

	  	  	  	  	  	  	  
	  	
See footnotes on last page of this section.

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  







 




    	Page 9 of 25



    	 



    
 

















 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  

































	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	
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 10 of 25



    	 



    
 











 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  
































	 	 	 	 
	  	
  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

	
-

	

 Temporary Rate Reduction



	  	  	  	  	  	  
	  	
MH

	
-

	
Mobile Home Park

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 	 	 	 	
 


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 



    	Page 11 of 25



    	 



    
 



 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  




























	  	  	  	  	  	  	  	  	  	  	  	  
	  	
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 12 of 25



    	 



    
 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  




























	  	  	  	  	  	  	  	  	  
	  	
Principal Prepayment Detail

	  
	  	  	  	  	  	  	  	  	  
	  	
  Loan Number  

	
Loan Group

	
Offering Document


Cross-Reference

	
Principal Prepayment Amount

	
Prepayment Penalties

	  
	  	
Payoff Amount

	
Curtailment Amount

	
Prepayment Premium

	
Yield Maintenance Premium

	  
	  	

























 


 






















	  	  	  	  	  	  	  
	  	
Totals

	  	  	  	  	  	  	  
	 	
 


 


 






	 	 	 	 	 	 	 





 







    	Page 13 of 25



    	 



    
 


















 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  


































	  	  	  
	Historical Detail
	  	  	  
	  	
Delinquencies

	
Prepayments

	
Rate and Maturities

	  
	  	
Distribution


Date

	
30-59 Days


   #           

	
60-89 Days





   #           







	
90 Days or More





   #           







	
Foreclosure





   #           







	
REO





   #           







	
Modifications





   #           







	
Curtailments





   #           







	
Payoff





   #           







	
  Next Weighted Avg.  


Coupon     Remit

	
  WAM  

	  
	  	
  


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

	  	  	  	  	  	  	  	  	  	  	  
	  	  	  
	  	
Note: Foreclosure and REO Totals are excluded from the delinquencies.

	  
	  	  	  





 



    	Page 14 of 25



    	 



    
 









 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  



























	  	 	  
	  	
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 15 of 25



    	 



    
 


















 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  





























	  	  	  	  	  	  	  	  	  	  	  	  	  	 	  	  	  	  
	  	
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

 MH

	
-

-

	
Warehouse

Mobile Home Park

	
 OT



	
-

	
Other


 


 


 

	  





 



    	Page 16 of 25



    	 



    
 









 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  






































	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  
	  	
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 17 of 25



    	 



    
 









 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  




























	  	  	  	  	  	  	  
	  	
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 18 of 25



    	 



    
 










 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  




























	  	  	  	  	  	  	  	  	  	  
	  	
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 19 of 25



    	 



    
 









 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  


























	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	
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 20 of 25



    	 



    
 





































 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  













































































	 	
 


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 21 of 25



    	 



    
 










 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  




























	 	
 


Interest Shortfall Reconciliation Detail - Part 1


 

	 
	 	
Offering


Document


Cross-Reference

	
Stated Principal


Balance at


Contribution

	
Current Ending


Scheduled


Balance

	
Special Servicing Fees

	 	 	
Non-Recoverable


(Scheduled


Interest)

	
Interest on


Advances

	
Modified Interest


Rate (Reduction)


/Excess

	 
	  	
Monthly

	
Liquidation

	
Work Out

	
ASER

	
(PPIS) Excess

	 
	     	
 

	
 

	     
	 	
  


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

	  	  	  	  	  	  	  	  	  	  	 
	 	
Totals

	
 

	  	  	  	  	  	  	  	  	  	 
	 	
 


 

	 	 	 	 	 	 	 	 	 	 	 





 



    	Page 22 of 25



    	 



    
 











 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  



























	  	  	  	  	  	  	  	  	  
	
Interest Shortfall Reconciliation Detail - Part 2


	  	  	  	  	  	  	  	  	  
	  	
Offering

	Stated Principal	 Current Ending	
Reimb of Advances to the Servicer

	Other (Shortfalls)/

Refunds	  	  
	  	

Document



	

Balance at



	

Scheduled



	
Current Month

	
Left to Reimburse

	
Comments

	  
	  	

Cross-Reference



	

Contribution



	

Balance



	
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 23 of 25



    	 



    
 









 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  


























	  	  	  	  	  	  	  	  
	
Defeased Loan Detail


	  	  	  	  	  	  	  	  
	  	
Loan Number

	
Offering Document


Cross-Reference

	
Ending Scheduled


Balance

	
Maturity Date

	
Note Rate

	
Defeasance Status

	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	
Totals

	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  





 



    	Page 24 of 25



    	 



    
 










 








	
   



  Wells Fargo Bank, N.A.





  Corporate Trust Services





  8480 Stagecoach Circle





  Frederick, MD 21701-4747



	  	








Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23


 












Commercial Mortgage Pass-Through Certificates 

Series 2015-C23













	  	

For Additional Information please contact


CTSLink Customer Service


1-866-846-4526


Reports Available        www.ctslink.com


	  	  	
Payment Date:

	

7/17/15  




	  	  	
Record Date:

	

6/30/15  




	  	  	
Determination Date:

	

7/11/15  




























	  	  	  
	  	
Supplemental Reporting

	  
	  	  	  
	  	
 


Other Disclosable Special Servicer Fees


 


 


 


  

	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  






 



    	Page 25 of 25



    	 



    
     










































 


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-C23, Commercial Mortgage Pass-Through Certificates,
Series 2015-C23

Trust Advisor: Pentalpha Surveillance 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 June 1, 2015 (the “Pooling
and Servicing Agreement”), executed in connection with the above-referenced transaction, as well as the items listed
below, the Trust Advisor has undertaken a limited review of the Special Servicer’s operational practices in light of the
Servicing Standard and the requirements of the Pooling and Servicing Agreement and has discussed with the Special Servicer its
stated policies and procedures, operational controls and protocols, risk management systems, intellectual resources, the Special
Servicer’s reasoning for believing it is in compliance with the Pooling and Servicing Agreement and other pertinent information
the Trust Advisor considers relevant, in each case, insofar as such information relates to the resolution or liquidation of the
Specially Serviced Mortgage Loans and REO Properties and provides this Trust Advisor Annual Report.


 


No
information or any other content included in this Trust Advisor Annual Report contravenes any provision of the Pooling and Servicing
Agreement. This Trust Advisor Annual Report sets forth the Trust Advisor’s assessment of the Special Servicer’s performance
of its duties under the Pooling and Servicing Agreement during the prior calendar year on a platform-level basis with respect
to the resolution or liquidation of Specially Serviced Mortgage Loans and REO Properties during the prior calendar year.


 


Subject
to the restrictions in the Pooling and Servicing Agreement, this Trust Advisor Annual Report (A) identifies any material deviations,
if any (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under the Pooling and Servicing Agreement
with respect to the resolution or liquidation of Specially Serviced Mortgage Loans and REO Properties and (B) complies with all
of the confidentiality requirements described in the Pooling and Servicing Agreement.


 


In
connection with the assessment set forth in this report, the Trust Advisor:


 


		1.	Reviewed
                                         any annual compliance statement delivered to the Trust Advisor by the Special Servicer
                                         pursuant to Section 13.9 the Pooling and Servicing Agreement and the following
                                         issues were noted therein: [ ]



 






    	L-1



    	 



    

 


Trust
Advisor Actions:


 


		2.	Reviewed
                                         any annual independent public accountants’ servicing report delivered to the Trust
                                         Advisor by the Special Servicer pursuant to Section 13.11 of the Pooling and Servicing
                                         Agreement and the following issues were noted therein: [ ]



 


Trust
Advisor Actions:


 


		3.	Reviewed
                                         any [Final] Asset Status Report and other information or communications delivered to
                                         the Trust Advisor and the following issues were noted therein: [ ]



 


Trust
Advisor Actions:


 


Based
on such review and/or consultation with, or other information provided by the Special Servicer, and on the Trust Advisor’s
performance of its obligations under the Pooling and Servicing Agreement, the Trust Advisor [does] [does not] believe there are
material violations of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement.


 


Qualifications
related to the work product undertaken and opinions related to this report:


 


		1.	The
                                         Trust Advisor did not participate in, or have access to, the Special Servicer’s
                                         and Controlling Class Representative’s discussion(s) regarding any Specially Serviced
                                         Mortgage Loan.



 


		2.	The
                                         Special Servicer has the legal authority and responsibility to service the Specially
                                         Serviced Mortgage Loans pursuant to the Pooling and Servicing Agreement. The Trust Advisor
                                         has no responsibility or authority to alter the standards set forth therein.



 


		3.	Confidentiality
                                         and other contractual restrictions limit the Trust Advisor’s ability to outline
                                         herein the details or substance of certain information it reviewed in connection with
                                         its duties under the Pooling and Servicing Agreement. As a result, this report may not
                                         reflect all the relevant information that the Trust Advisor is given access to by the
                                         Special Servicer. However, all such information is considered in preparing this report.



 


		4.	There
                                         are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially
                                         Serviced Mortgage Loans. These include, but are not limited to, assumptions, ownership
                                         changes, collateral substitutions, capital reserve changes, etc. The Trust Advisor does
                                         not participate in discussions regarding such actions. As such, the Trust Advisor has
                                         not assessed the Special Servicer’s operational compliance with respect to those
                                         types of actions.



 






    	L-2



    	 



    

 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement as described herein.


 





	 	Pentalpha
Surveillance 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-C23, Commercial Mortgage Pass-Through Certificates
Series 2015-C23 (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


The
undersigned is [an employee or agent of BlackRock Financial Management, Inc., Trepp, LLC, Bloomberg L.P., Thomson Reuters, CMBS.com,
Inc., Intex Solutions, Inc., Markit Group Limited or a market data provider that has been given access to the Distribution Date
Statements, CREFC® reports and supplemental notices on www.ctslink.com by request of the Depositor][an employee
or agent of the CRE Finance Council® that has been given access to the Distribution Date Statements and CREFC®
reports on www.ctslink.com].


 


The
undersigned agrees that each time it accesses www.ctslink.com, the undersigned is deemed to have recertified that the representation
above remains true and correct.


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the agreement pursuant to which the Certificates
were issued.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and has caused, or shall be deemed to have caused,
its name to be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[______________________]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	Dated:	 	E-mail:



 




    	M-1



    	 



    

 


EXHIBIT
N-1


 


[Reserved]


 




    	N-1-1



    	 



    

 


EXHIBIT
N-2


 


[Reserved]


 




    	N-2-1



    	 



    

 


EXHIBIT
O-1


 


FORM
OF POWER OF ATTORNEY TO MASTER SERVICER





RECORDING
REQUESTED BY:


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-120

550 South Tryon Street, 14th Floor

Charlotte, North Carolina 28202

Attention: MSBAM 2015-C23 - 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 June 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”), excluded mortgage loan special servicer,
certificate administrator, certificate registrar, authenticating agent and custodian, LNR Partners, LLC, as general special servicer,
Pentalpha Surveillance LLC, as trust advisor, and Wilmington Trust, National Association, as Trustee, relating to the Morgan Stanley
Bank of America Merrill Lynch Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23, 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.



 


		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 



 






    	O-1-1



    	 



    


 


			 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;



 


		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;



 






    	O-1-2



    	 



    

 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions; and



 


		i.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:



 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to 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 



 






    	O-1-3



    	 



    

 


			managers), documents exercising any or all of the rights, powers and privileges granted
                                         or provided to the holder of any Mortgage Loan under the related loan documents, lease
                                         subordination agreements, non-disturbance and attornment agreements or other leasing
                                         or rental arrangements, any easements, covenants, conditions, restrictions, equitable
                                         servitudes, or land use or zoning requirements with respect to the Mortgaged Properties,
                                         instruments relating to the custody of any collateral that now secures or hereafter may
                                         secure any Mortgage Loan and any other consents.



 



The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer
also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited
Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor
of its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater
authority than that held by the Master Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except
as specifically provided for herein. If the Master Servicer receives any notice of suit, litigation or proceeding in the name
of Wilmington Trust, National Association, then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the Master Servicer under the Agreement or to allow
the Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


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.


 






    	O-1-4



    	 



    

 


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-C23 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-C23
	 	 	 	 	 
	 	 	 	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 June 1, 2015 (the “Agreement”)
by and among Morgan Stanley Capital I Inc., as the Depositor, Wells Fargo Bank, National Association, as master servicer, excluded
mortgage loan special servicer, certificate administrator, certificate registrar, authenticating agent and custodian, LNR Partners,
LLC, as general special servicer, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as trust
advisor relating to the Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23, Commercial Mortgage Pass-Through Certificates,
Series 2015-C23, 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-C23 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-C23
	 
	 	 	 	 	 	 
	 	 	 	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-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (the
“Transaction”), issued pursuant to the Pooling and Servicing Agreement dated as of June 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-C23 (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;



		•	LNR
                                         Partners, LLC, as General Special Servicer;



		•	Wells
                                         Fargo Bank, National Association, as Excluded Mortgage Loan Special Servicer;



 






    	P-1-1



    	 



    

 


		•	Pentalpha
                                         Surveillance 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-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (the
“Transaction”), issued pursuant to the Pooling and Servicing Agreement dated as of June 1, 2015 (the “Pooling
and Servicing Agreement”), executed in connection with the Transaction.


 


          Capitalized
terms used but not defined herein have the meanings set forth in the [Pooling and Servicing Agreement] [the Subservicing Agreement,
dated as of [_] (the “Subservicing Agreement”) between [identify parties] or, if not defined in the Subservicing
Agreement, then the meanings set forth in the Pooling and Servicing Agreement].


__________________________________________


 


I,
[identity of certifying individual], hereby certify to [Name of Certifying Person(s) for the Sarbanes-Oxley Certification], the
Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows,
with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification
concerning the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002:


 


1.          I
[(or an officer supervised by me)] have reviewed the report of [servicing] information provided by the [Master Servicer/Special
Servicer/Trust Advisor/Certificate Administrator/Custodian/Trustee/Sub-Servicer] required in accordance with the Pooling and Servicing
Agreement for inclusion in the Annual Report on Form 10-K (“Form 10-K”) relating to the Trust and all reports
of information by the [Master Servicer/Special Servicer/Trust Advisor/Certificate Administrator/Custodian/Trustee/Sub-Servicer]
required in accordance with the Pooling and Servicing Agreement for inclusion in the Asset-Backed Issuer Distribution Reports
on Form 10-D (“Form 10-D”) relating to the Trust (such reports by the [Master Servicer/Special Servicer/Trust
Advisor/Certificate Administrator/Custodian/Trustee/Sub-Servicer], collectively, the “Applicable Periodic Reports”);


 


2.          Based
on my knowledge, the Applicable Periodic Reports, taken as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Applicable Periodic Reports;


 


3.          Based
on my knowledge, all of the [distribution], servicing and other information required to be provided in the Applicable Periodic
Reports under the provisions of the [Pooling


 






    	P-2-1



    	 



    

 


and
Servicing/Subservicing] Agreement for the calendar year ending December 31, [____] is included in the Applicable Periodic Reports;


 


4.          Based
on my knowledge and the compliance review conducted in preparing the [Master Servicer/Special Servicer/Trust Advisor/Certificate
Administrator/Custodian/Trustee/Sub-Servicer]’s compliance statement under Section [13.9] of the [Pooling and Servicing/Subservicing]
Agreement in connection with Item 1123 of Regulation AB, and except as disclosed in the Applicable Periodic Reports, the [Master
Servicer/Special Servicer/Trust Advisor/Certificate Administrator/Custodian/Trustee/Sub-Servicer] has fulfilled its obligations
under the [Pooling and Servicing/Subservicing] Agreement; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed securities required under the [Pooling and Servicing/Subservicing]
Agreement to be included in this certification in connection with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18 have been delivered in accordance with the [Pooling and Servicing/Subservicing] Agreement and included as an exhibit to
this certification, except as otherwise disclosed in this certification. Any material instances of noncompliance required to be
described in such reports have been disclosed in such reports.


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[name of trustee, custodian, certificate administrator or other similar party; name of depositor; name of master servicer; name
of trust advisor; name of special servicer; name of other sub-servicer].


 


This
Certification is being signed by me as an officer of the [Master Servicer/Special Servicer/Trust Advisor/Certificate Administrator/Custodian/Trustee/Sub-Servicer]
responsible for reviewing [or overseeing review of] the activities performed by the [Master Servicer/Special Servicer/Trust Advisor/Certificate
Administrator/Custodian/Trustee/Sub-Servicer] under the [Pooling and Servicing/Subservicing] Agreement.


 


Date:
[___]


	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:
	 	 	 


 



    	P-2-2



    	 



    

 


Exhibit(s)


 


[List
and attach applicable Item 1122 and Item 1123 reports.]


 




    	P-2-3



    	 



    



 


EXHIBIT
Q


  


FORM
OF EXCHANGE LETTER





 


[Certificateholder’s
letterhead]


 


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-C23
	 	Commercial Mortgage
    Pass-Through Certificates
	 	Series 2015-C23


                  


	Re:	Morgan
    Stanley Bank of America Merrill Lynch Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (the
    “Certificates”)


  


Pursuant
to the terms of the Pooling and Servicing Agreement, dated as of June 1, 2015 (the “Pooling and Servicing Agreement”;
capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement),
entered into in connection with the issuance of the Certificates, we hereby (i) certify that as of the date above, the undersigned
is the beneficial owner of the Exchangeable Certificate set forth below under “Exchangeable Certificates to be Surrendered”,
is duly authorized to deliver this notice to the Certificate Administrator and that such power has not been granted or assigned
to any other Person and the Certificate Administrator may conclusively rely upon this notice and (ii) give notice of our intent
to present and surrender the Exchangeable Certificates set forth below under “Exchangeable Certificates to be Surrendered”
and all of our right, title and interest in and to such Exchangeable Certificates, including all payments of interest thereon
received after [_____________], in exchange for the corresponding Exchangeable Certificates set forth below.  We propose
an Exchange Date of  [______].


  


We
agree that upon such exchange, our interests in the portion(s) of the Exchangeable Certificates surrendered in exchange shall
be reduced and our interest in the portion(s) of the Exchangeable Certificates received in such exchange shall be increased.


  


	 

         

        Exchangeable
Certificates to be Surrendered 
	 	

        

        Exchangeable 

        Certificates
to be 

        Received 

	 

         

        CUSIP 
	 	  

        Outstanding 

        Certificate Balance 
	 	 

         Initial
Certificate 

        Balance 
	 	 

        CUSIP 




 



    	Q-1



    	 



    




 


Our
Depository participant number is [________]. 


	 	 	 
	 	Sincerely,
	 	 
	 	By:
    	 
	 	Name:
	 	Title:
	 	 	 
	[Medallion Stamp Guarantee]	 	 


 



    	Q-2



    	 



    




 


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-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 June 1, 2015 (the “Pooling and Servicing Agreement”) and executed in connection with the issuance
of the Certificates.  All capitalized terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement.  The Transferor hereby certifies, represents and warrants to you,
as Depositor, that:


  


1.           The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”),
with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.           Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.





 



    	S-1-1



    	 



    




 


	 	Very
    truly yours,
	 	 
	  	By: 	  
	  	 	Name:
	  	 	Title:


 



    	S-1-2



    	 



    




 


EXHIBIT
S-2 


 


FORM
OF TRANSFEREE CERTIFICATE 


FOR
TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


  


[Date]


 


Morgan
Stanley Capital I Inc.


1585
Broadway





New
York, New York 10036





Attention:  Stephen
Holmes





 


Wells
Fargo Bank, National Association





Commercial
Mortgage Servicing











MAC
D1086-120


550
South Tryon Street, 14th Floor





Charlotte,
North Carolina 28202





Attention:
MSBAM 2015-C23 Asset Manager





Facsimile:
(704) 715-0036





 


	  	Re:	Morgan Stanley Bank of America Merrill
    Lynch Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23 (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 June 1, 2015 (the “Pooling and Servicing Agreement”) and executed in connection with the above-referenced
transaction.  All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth
in the Pooling and Servicing Agreement.  The Transferee hereby certifies, represents and warrants to you, as the Depositor
and the Master Servicer, that:


  


1.           The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its
own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole
or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws.


  


2.           The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state





 



    	S-2-1



    	 



    




 


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 the Transferee is able to bear the economic risks of such investment and can afford a complete
loss of such investment.


 



    	S-2-2



    	 



    




 


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-C23



	  	Facsimile: (704) 383-0353




 


with
a copy to: 


 


K&L
Gates LLP 


Hearst
Tower 


 



    	S-2-3



    	 



    




 


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-C23, 

        Commercial Mortgage
Pass-Through Certificates, 

        Series 2015-C23 



  


	Re:	Morgan
    Stanley Bank of America Merrill Lynch Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 2015-C23	 


 


  


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of June
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-C23	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage

    Loan Seller	 	Loan
    ID	 	Property
    Name 	 	Cut-off
    Date

    Balance	 	Address
    	 	City
    	 	State
    	 	Note
    Date	 	Maturity

     Date	 	Mortgage

    Rate 	 	Original
    Term

    to Maturity (mos.) 	 	Remaining
    Term

    to Maturity (mos.)	 	Original
    

    Amortization 

    Term (mos.) 	 	ARD
    

    (Yes/No) 	 	Primary
    Servicing

    Fee Rate	 	Pari
    Passu

    Loan Primary Servicing

    Fee Rate
	BANA	 	3	 	Fairfax Corner 	 	$58,500,000	 	4100 Monument Corner Drive	 	Fairfax	 	VA	 	5/11/2015	 	6/1/2025	 	4.043%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	5	 	Georgian Terrace	 	$47,000,000	 	659 Peachtree Street	 	Atlanta	 	GA	 	5/5/2015	 	6/1/2025	 	4.423%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	10	 	Fairfield Inn Chelsea	 	$32,459,862	 	116 West 28th Street	 	New York	 	NY	 	4/29/2015	 	5/1/2025	 	4.340%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	11	 	US StorageMart Portfolio	 	$31,231,500	 	 	 	 	 	 	 	3/26/2015	 	4/6/2020	 	3.798%	 	60	 	58	 	0	 	No	 	0.00000%	 	0.00250%
	BANA	 	11.01	 	US StorageMart Portfolio - 50 Wallabout Street	 	$1,525,694	 	50 Wallabout St	 	Brooklyn	 	NY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.02	 	US StorageMart Portfolio
    - 250 Flanagan Way	 	$1,266,205	 	250 Flanagan Way	 	Secaucus	 	NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.03	 	US StorageMart Portfolio - 6700 River Road	 	$1,193,753	 	6700 River Rd	 	West New York	 	NJ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.04	 	US StorageMart Portfolio - 1015 North Halsted Street	 	$952,917	 	1015 N Halsted St	 	Chicago	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.05	 	US StorageMart Portfolio - 7536 Wornall Road	 	$921,118	 	7536 Wornall Rd	 	Kansas City	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.06	 	US StorageMart Portfolio
    - 640 SW 2nd Avenue	 	$884,684	 	640 SW 2nd Ave	 	Miami	 	FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.07	 	US StorageMart Portfolio - 4920 NW 7th Street	 	$880,814	 	4920 NW 7th St	 	Miami	 	FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.08	 	US StorageMart Portfolio - 9925 SW 40th Street	 	$860,909	 	9925 SW 40th St	 	Miami	 	FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.09	 	US StorageMart Portfolio - 9220 West 135th Street	 	$774,115	 	9220 West 135th St	 	Overland Park	 	KS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.10	 	US StorageMart Portfolio - 980 4th Avenue	 	$751,683	 	980 4th Ave	 	Brooklyn	 	NY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.11	 	US StorageMart Portfolio
    - 405 South Federal Highway	 	$748,050	 	405 South Federal
    Hwy	 	Pompano Beach	 	FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.12	 	US StorageMart Portfolio - 11001 Excelsior Boulevard	 	$721,465	 	11001 Excelsior Blvd	 	Hopkins	 	MN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.13	 	US StorageMart Portfolio - 11325 Lee Highway	 	$710,518	 	11325 Lee Hwy	 	Fairfax	 	VA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.14	 	US StorageMart Portfolio - 2021 Griffin Road	 	$698,528	 	2021 Griffin Rd	 	Fort Lauderdale	 	FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.15	 	US StorageMart Portfolio - 400 West Olmos Drive	 	$687,581	 	400 W Olmos Dr	 	San Antonio	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.16	 	US StorageMart Portfolio
    - 14151 Wyandotte Street	 	$641,707	 	14151 Wyandotte St	 	Kansas City	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.17	 	US StorageMart Portfolio - 5979 Butterfield Road	 	$617,728	 	5979 Butterfield Rd	 	Hillside	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.18	 	US StorageMart Portfolio - 115 Park Avenue	 	$594,791	 	115 Park Ave	 	Basalt	 	CO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.19	 	US StorageMart Portfolio - 3500 Southwest 160th Avenue	 	$594,270	 	3500 SW 160th Ave	 	Miramar	 	FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.20	 	US StorageMart Portfolio - 2445 Crain Highway	 	$585,929	 	2445 Crain Hwy	 	Waldorf	 	MD	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.21	 	US StorageMart Portfolio
    - 100 West North Avenue	 	$579,674	 	100 West North Ave	 	Lombard	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.22	 	US StorageMart Portfolio - 2727 Shermer Road	 	$553,609	 	2727 Shermer Rd	 	Northbrook	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.23	 	US StorageMart Portfolio - 15201 Antioch Road	 	$542,141	 	15201 Antioch Rd	 	Overland Park	 	KS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.24	 	US StorageMart Portfolio - 2450 Mandela Parkway	 	$513,991	 	2450 Mandela Pkwy	 	Oakland	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.25	 	US StorageMart Portfolio - 184-02 Jamaica Avenue	 	$505,651	 	184-02 Jamaica Ave	 	Hollis	 	NY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.26	 	US StorageMart Portfolio
    - 9012 NW Prairie View Road	 	$489,491	 	9012 NW Prairie View
    Rd	 	Kansas City	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.27	 	US StorageMart Portfolio - 16101 West 95th Street	 	$450,915	 	16101 W 95th St	 	Lenexa	 	KS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.28	 	US StorageMart Portfolio - 3100 North Mannheim	 	$410,255	 	3100 North Mannheim	 	Franklin Park	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.29	 	US StorageMart Portfolio - 9580 Potranco Road	 	$403,999	 	9580 Potranco Rd	 	San Antonio	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.30	 	US StorageMart Portfolio - 18025 Monterey Street	 	$401,914	 	18025 Monterey St	 	Morgan Hill	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.31	 	US StorageMart Portfolio
    - 9 N 004 Route 59	 	$394,095	 	9N 004 Route 59	 	Elgin	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.32	 	US StorageMart Portfolio - 5115 Clayton Road 	 	$388,882	 	5115 Clayton Rd	 	Concord	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.33	 	US StorageMart Portfolio - 9702 West 67th Street	 	$385,754	 	9702 W 67th St	 	Merriam	 	KS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.34	 	US StorageMart Portfolio - 794 Scenic Highway	 	$384,712	 	794 Scenic Hwy	 	Lawrenceville	 	GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.35	 	US StorageMart Portfolio - 12430 Bandera Road	 	$379,499	 	12430 Bandera Rd	 	Helotes	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.36	 	US StorageMart Portfolio
    - 4000 South Providence Road	 	$375,328	 	4000 S Providence Rd	 	Columbia	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.37	 	US StorageMart Portfolio - 2743 San Pablo Avenue	 	$364,903	 	2743 San Pablo Ave	 	Oakland	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.38	 	US StorageMart Portfolio - 819 N. Eola Road	 	$358,647	 	819 N. Eola Rd	 	Aurora	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.39	 	US StorageMart Portfolio - 2506 West Worley Street	 	$358,126	 	2506 W Worley St	 	Columbia	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.40	 	US StorageMart Portfolio - 15601 FM 1325	 	$354,477	 	15601 FM 1325	 	Austin	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.41	 	US StorageMart Portfolio
    - 10700 West 159th Street	 	$335,189	 	10700 W. 159th St	 	Orland Park	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.42	 	US StorageMart Portfolio - 2403 Rangeline 	 	$335,189	 	2403 Rangeline St	 	Columbia	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.43	 	US StorageMart Portfolio - 6714 S Cottage Grove Avenue	 	$314,859	 	6714 S Cottage Grove Ave and 6932 S South Chicago Ave	 	Chicago	 	IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.44	 	US StorageMart Portfolio - 2277 Walters Road	 	$312,774	 	2277 Walters Rd	 	Fairfield	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.45	 	US StorageMart Portfolio - 1575 Thousand Oaks Drive	 	$312,774	 	1575 Thousand Oaks Dr	 	San Antonio	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.46	 	US StorageMart Portfolio
    - 7460 Frontage Road	 	$312,774	 	7460 Frontage Rd	 	Merriam	 	KS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.47	 	US StorageMart Portfolio - 6401 Third St Stock Is	 	$304,954	 	6401 Third St	 	Key West	 	FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.48	 	US StorageMart Portfolio - 2816 Eaton Road	 	$297,135	 	2816 Eaton Road	 	Kansas City	 	KS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.49	 	US StorageMart Portfolio - 3985 Atlanta Highway	 	$268,985	 	3985 Atlanta Hwy	 	Athens	 	GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.50	 	US StorageMart Portfolio - 11510 North Main	 	$266,900	 	11510 N Main St	 	Kansas City	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.51	 	US StorageMart Portfolio
    - 750 Winchester Road	 	$259,081	 	750 Winchester Rd	 	Lexington	 	KY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.52	 	US StorageMart Portfolio - 3401 Broadway Street	 	$256,474	 	3401 Broadway Blvd	 	Kansas City	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.53	 	US StorageMart Portfolio - 1720 Grand Boulevard	 	$237,708	 	1720 Grand Blvd	 	Kansas City	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.54	 	US StorageMart Portfolio - 1310 South Enterprise	 	$233,538	 	1310 South Enterprise St	 	Olathe	 	KS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.55	 	US StorageMart Portfolio - 2420 St Mary’s Boulevard	 	$218,942	 	2420 St Mary’s Blvd	 	Jefferson City	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.56	 	US StorageMart Portfolio
    - 3500 I-70 Dr SE	 	$214,771	 	3500 I-70 Dr SE	 	Columbia	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.57	 	US StorageMart Portfolio - 195 Southwest Boulevard	 	$213,729	 	195 Southwest Blvd	 	Kansas City	 	KS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.58	 	US StorageMart Portfolio - 8900 NW Prairie View Road	 	$211,122	 	8900 NW Prairie View Rd	 	Kansas City	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.59	 	US StorageMart Portfolio - 1601 Twilight Trail	 	$207,994	 	1601 Twilight Trail	 	Frankfort	 	KY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.60	 	US StorageMart Portfolio - 1515 Church Street	 	$193,398	 	1515 Church St	 	Lake Charles	 	LA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.61	 	US StorageMart Portfolio
    - 1891 N Columbia Street	 	$177,238	 	1891 N Columbia St	 	Milledgeville	 	GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.62	 	US StorageMart Portfolio - 1200 US #1	 	$142,833	 	1200 US #1	 	Key West	 	FL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.63	 	US StorageMart Portfolio - 251 Collins Industrial Boulevard	 	$134,493	 	251 Collins Industrial Blvd	 	Athens	 	GA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.64	 	US StorageMart Portfolio - 2310 Paris Road	 	$126,673	 	2310 Paris Rd	 	Columbia	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.65	 	US StorageMart Portfolio - 1820 W Business Loop 70	 	$67,246	 	1820 W Business Loop 70	 	Columbia	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	11.66	 	US StorageMart Portfolio
    - 1723 E Florida	 	$66,204	 	1723 E Florida	 	Springfield	 	MO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	13	 	Spruce Ridge Apartments	 	$22,000,000	 	3770 Blue Court	 	Columbus	 	IN	 	4/27/2015	 	5/1/2025	 	4.084%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	14	 	Chinatown Plaza	 	$22,000,000	 	4205-4255 Spring Mountain Road	 	Las Vegas	 	NV	 	5/15/2015	 	6/1/2025	 	4.284%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	16	 	Aviare Place Apartments	 	$20,850,000	 	2600 West Loop 250 North	 	Midland	 	TX	 	10/31/2014	 	11/1/2024	 	4.260%	 	120	 	113	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	17	 	599 Broadway	 	$20,500,000	 	599 Broadway  	 	New York	 	NY	 	4/1/2015	 	4/1/2025	 	3.815%	 	120	 	118	 	0	 	No	 	0.00500%	 	0.00000%
	BANA	 	18	 	6101 East Oltorf	 	$20,475,000	 	6101 East Oltorf
    Street	 	Austin	 	TX	 	5/15/2015	 	6/1/2025	 	4.206%	 	120	 	120	 	240	 	No	 	0.00500%	 	0.00000%
	BANA	 	20	 	The Park at FLW	 	$17,800,000	 	14350-14362 North Frank Lloyd Wright Boulevard	 	Scottsdale 	 	AZ	 	5/8/2015	 	6/1/2025	 	4.286%	 	120	 	120	 	360	 	No	 	0.03500%	 	0.00000%
	BANA	 	23	 	Residence Inn - North Dartmouth, MA	 	$13,160,000	 	181 Faunce Corner Road	 	North Dartmouth	 	MA	 	4/24/2015	 	5/1/2025	 	4.027%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	24	 	Hawthorne House Apartments	 	$12,300,000	 	2811 West Loop 250 North	 	Midland	 	TX	 	10/31/2014	 	11/1/2024	 	4.260%	 	120	 	113	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	26	 	Snowcreek Crossing	 	$11,200,000	 	1600 Snow Creek Drive	 	Park City	 	UT	 	5/5/2015	 	6/1/2025	 	3.918%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	27	 	Tech Distribution	 	$11,000,000	 	2012 TW Alexander
    Drive	 	Durham	 	NC	 	3/13/2015	 	4/1/2025	 	4.370%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	35	 	Courtyard - Missoula, MT	 	$8,439,409	 	4559 North Reserve Street	 	Missoula	 	MT	 	4/21/2015	 	5/1/2020	 	4.273%	 	60	 	59	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	37	 	TownePlace Suites - Orlando East, FL	 	$8,239,406	 	11801 High Tech Ave	 	Orlando	 	FL	 	5/1/2015	 	5/1/2025	 	4.162%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	40	 	Bridgeport Landing 	 	$7,115,667	 	2700 Bridgeport Way West	 	University Place	 	WA	 	5/1/2015	 	5/1/2025	 	4.070%	 	120	 	119	 	360	 	No	 	0.03000%	 	0.00000%
	BANA	 	41	 	Holiday Inn Express - South Lake Tahoe, CA	 	$7,000,000	 	3961 Lake Tahoe Boulevard	 	South Lake Tahoe	 	CA	 	3/25/2015	 	4/1/2025	 	4.360%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	42	 	Lake Pointe Market	 	$7,000,000	 	6702 Dalrock Rd 	 	Rowlett	 	TX	 	3/25/2015	 	4/1/2025	 	3.950%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	43	 	Sunrise Oaks MHC	 	$6,600,000	 	1200 N. Lamb Blvd	 	Las Vegas	 	NV	 	3/4/2015	 	4/1/2025	 	3.980%	 	120	 	118	 	0	 	No	 	0.00500%	 	0.00000%
	BANA	 	48	 	Magnolia MHC	 	$5,575,000	 	4325 Magnolia Oaks Road 	 	Pearland	 	TX	 	5/6/2015	 	6/1/2025	 	4.379%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	49	 	CVS - Macomb, MI	 	$5,550,000	 	50980 North Avenue	 	Macomb	 	MI	 	5/12/2015	 	6/1/2025	 	4.396%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	55	 	Cameron Court Apartments	 	$5,000,000	 	1001 North Indiana Avenue	 	Lubbock	 	TX	 	4/9/2015	 	5/1/2025	 	4.050%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	56	 	Putnam Self Storage	 	$4,850,000	 	8 Great Pasture Road	 	Danbury	 	CT	 	3/5/2015	 	4/1/2025	 	4.418%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	57	 	Best Mini Storage & Stor-In Mini Storage	 	$4,800,000	 	7321 44th Avenue NE	 	Marysville	 	WA	 	3/27/2015	 	4/1/2025	 	4.400%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	58	 	CVS - Covington, LA	 	$4,687,500	 	2101 Collins Boulevard	 	Covington	 	LA	 	4/14/2015	 	5/1/2025	 	4.090%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	59	 	Mid-Towne Mobile Terrace MHC	 	$4,670,000	 	1117 Baldwin St	 	Salinas	 	CA	 	4/14/2015	 	5/1/2025	 	4.103%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	60	 	Delhi Manor MHC	 	$4,620,000	 	4075 East Holt Road	 	Holt	 	MI	 	3/31/2015	 	4/1/2020	 	4.520%	 	60	 	58	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	62	 	Linden Lane Apartments	 	$4,500,000	 	2930 Linden Lane	 	Carmichael	 	CA	 	5/20/2015	 	6/1/2025	 	4.680%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	63	 	Value Place - Asheville, NC	 	$4,402,139	 	40 Monte Vista Road	 	Asheville	 	NC	 	4/1/2015	 	5/1/2025	 	4.168%	 	120	 	119	 	300	 	No	 	0.00500%	 	0.00000%
	BANA	 	64	 	StorQuest Tempe Warner	 	$4,150,000	 	1835 East Warner Road	 	Tempe	 	AZ	 	4/29/2015	 	5/1/2025	 	4.331%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	67	 	West Phoenix Storage	 	$3,500,000	 	4860 N 83rd Ave	 	Phoenix	 	AZ	 	4/7/2015	 	5/1/2025	 	4.141%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	68	 	CVS - Northport, AL	 	$3,412,500	 	4280 Mitt Lary Road	 	Northport	 	AL	 	4/14/2015	 	5/1/2025	 	4.090%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	69	 	Cypress Run Plaza	 	$3,150,000	 	13400 Benns Church Boulevard	 	Smithfield	 	VA	 	5/18/2015	 	6/1/2025	 	4.406%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	71	 	Oyster Creek	 	$2,775,000	 	145 Oyster Creek Dr	 	Lake Jackson	 	TX	 	4/2/2015	 	5/1/2025	 	4.250%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	72	 	Lakeview & Wildwood MHC Portfolio	 	$2,689,257	 	 	 	 	 	 	 	3/3/2015	 	4/1/2025	 	4.525%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	72.01	 	Lakeview & Wildwood MHC Portfolio - Wildwood MHC	 	$1,720,685	 	13122 C F Hawn Freeway	 	Dallas	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	72.02	 	Lakeview & Wildwood MHC Portfolio - Lakeview MHC 	 	$968,571	 	6130 Arlington Webb Road	 	Arlington	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BANA	 	74	 	Auburn Hills MHC	 	$2,100,000	 	9001 Bill Reed Road	 	Ooltewah	 	TN	 	5/1/2015	 	6/1/2025	 	4.350%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	BANA	 	75	 	Hickory Hill Self Storage	 	$1,805,000	 	3545 Hickory Hill Rd	 	Memphis	 	TN	 	3/9/2015	 	4/1/2025	 	4.398%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%




 


 





 



    	Schedule I-2



    	 



    




 


SCHEDULE
II 


 


MSMCH
Loan Schedule 


 


(See
attached)





 



    	Schedule II-1



    	 



    




 



 


 









	MSBAM 2015-C23	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	TKG 3 Retail Portfolio	 	$79,708,750	 	 	 	 	 	 	 	5/15/2015	 	6/1/2025	 	4.240%	 	120	 	120	 	0	 	No	 	0.00500%	 	0.00000%
	MSMCH	 	1.01	 	TKG 3 Retail Portfolio - Riverside Center	 	$24,306,825	 	710 Horatio Street	 	Utica	 	NY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	1.02	 	TKG 3 Retail Portfolio - Norwichtown Commons	 	$15,150,321	 	42 Town Street	 	Norwich	 	CT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	1.03	 	TKG 3 Retail Portfolio - Coral North	 	$13,175,928	 	2515-2530 Corridor Way	 	Coralville 	 	IA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	1.04	 	TKG 3 Retail Portfolio
    - Grant Creek Town Center	 	$12,327,977	 	3055-3275 North Reserve Street	 	Missoula 	 	MT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	1.05	 	TKG 3 Retail Portfolio - Manhattan Marketplace	 	$10,106,536	 	401 3rd Place	 	Manhattan	 	KS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	1.06	 	TKG 3 Retail Portfolio - Riverside Crossing	 	$4,641,163	 	2502 and 2504 Highway 6 & 50	 	Grand Junction	 	CO	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	2	 	32 Old Slip Fee	 	$66,000,000	 	32 Old Slip	 	New York	 	NY	 	4/14/2015	 	5/5/2025	 	3.708%	 	120	 	119	 	0	 	Yes	 	0.00500%	 	0.00000%
	MSMCH	 	4	 	Three Corners Multifamily Portfolio	 	$58,000,000	 	 	 	 	 	 	 	4/28/2015	 	5/1/2020	 	3.885%	 	60	 	59	 	360	 	No	 	0.00500%	 	0.00000%
	MSMCH	 	4.01	 	Three Corners Multifamily
    Portfolio - Spring Shadows	 	$19,950,000	 	10105 Kempwood Drive	 	Houston	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.02	 	Three Corners Multifamily Portfolio - Kempwood Place	 	$19,900,000	 	10010 Kempwood Drive	 	Houston	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	4.03	 	Three Corners Multifamily Portfolio - Kempwood Hollow	 	$18,150,000	 	9999 Kempwood Drive	 	Houston	 	TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	6	 	Millennium and Bloom Apartments Portfolio	 	$42,000,000	 	 	 	 	 	 	 	5/4/2015	 	6/1/2025	 	4.120%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	MSMCH	 	6.01	 	Millennium and Bloom Apartments Portfolio - Millennium Apartments	 	$23,800,000	 	1200 Rolling Ridge Way	 	Bloomington	 	IN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	6.02	 	Millennium and Bloom
    Apartments Portfolio - Bloom Apartments	 	$18,200,000	 	1051 South Adams Street	 	Bloomington	 	IN	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MSMCH	 	7	 	Hilton Garden Inn W 54th Street	 	$40,000,000	 	237 West 54th Street	 	New York	 	NY	 	2/6/2015	 	3/1/2025	 	4.013%	 	120	 	117	 	0	 	No	 	0.00000%	 	0.00500%
	MSMCH	 	54	 	Blanco Pointe	 	$5,043,750	 	19178 & 19186 Blanco Road	 	San Antonio	 	TX	 	5/11/2015	 	6/1/2025	 	4.265%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%


 








 



    	Schedule II-2



    	 



    




 


SCHEDULE
III 


 


CIBC
Loan Schedule 


 


(See
attached)


  



    	Schedule III-1



    	 



    




 


 







 









	MSBAM 2015-C23	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	8	 	Green Mountain Plaza	 	$35,040,000	 	315 South Main Street	 	Rutland	 	VT	 	5/18/2015	 	6/1/2025	 	4.200%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	9	 	Town Center at Celebration	 	$34,654,056	 	610 Sycamore Street	 	Celebration	 	FL	 	4/6/2015	 	5/1/2025	 	4.020%	 	120	 	119	 	360	 	No	 	0.04000%	 	0.00000%
	CIBC	 	12	 	The Quarters	 	$22,500,000	 	501 Stewart Street	 	Lafayette	 	LA	 	5/13/2015	 	6/1/2025	 	4.280%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	15	 	Sawgrass Landing
    Shopping Center	 	$20,900,000	 	13715-13999 West
    Sunrise Blvd.	 	Sunrise	 	FL	 	4/7/2015	 	5/1/2025	 	4.170%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	19	 	The Grand Retail Condo	 	$20,250,000	 	1717 North Bayshore Drive	 	Miami	 	FL	 	4/3/2015	 	5/1/2025	 	3.990%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	22	 	Sunshine Self Storage	 	$13,800,000	 	11800 Miramar Parkway	 	Miramar	 	FL	 	4/20/2015	 	5/1/2020	 	4.550%	 	60	 	59	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	29	 	The Hamptons Apartments	 	$9,900,000	 	5781 Lake Edward Drive	 	Virginia Beach	 	VA	 	3/26/2015	 	4/1/2025	 	4.350%	 	120	 	118	 	360	 	No	 	0.07000%	 	0.00000%
	CIBC	 	31	 	The Mayfair Apartments	 	$9,100,000	 	5820 Newtown Arch	 	Virginia Beach	 	VA	 	3/26/2015	 	4/1/2025	 	4.350%	 	120	 	118	 	360	 	No	 	0.07000%	 	0.00000%
	CIBC	 	32	 	Kings Point Shopping
    Center	 	$8,650,000	 	6600 West Atlantic
    Avenue	 	Delray Beach	 	FL	 	5/14/2015	 	6/1/2025	 	4.210%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	33	 	Parkview Townhomes	 	$8,625,000	 	1329 North Williamsburg Street	 	Wichita	 	KS	 	5/21/2015	 	6/1/2025	 	4.520%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	34	 	Paper Company Apartments	 	$8,550,000	 	203-205 Hull Street	 	Richmond	 	VA	 	5/15/2015	 	6/1/2025	 	4.290%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	36	 	Hyatt Place Jacksonville Airport	 	$8,300,000	 	14565 Duval Road	 	Jacksonville	 	FL	 	5/20/2015	 	6/1/2020	 	4.650%	 	60	 	60	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	38	 	Greatwood Shopping Center	 	$8,100,000	 	19875 Southwest Freeway	 	Sugar Land	 	TX	 	4/9/2015	 	5/1/2025	 	4.110%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	44	 	Lindham Court Apartments	 	$6,200,000	 	1101 Lindham Court	 	Mechanicsburg	 	PA	 	5/5/2015	 	6/1/2025	 	4.330%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	45	 	Eastgate Shopping Center	 	$6,125,000	 	2211-2329 East Hillsborough Avenue	 	Tampa	 	FL	 	4/27/2015	 	5/1/2025	 	4.020%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	46	 	Franklin Pointe Medical Center	 	$6,080,000	 	26400 West Twelve Mile Road	 	Southfield	 	MI	 	3/31/2015	 	4/1/2025	 	3.750%	 	120	 	118	 	360	 	No	 	0.07000%	 	0.00000%
	CIBC	 	47	 	103 Market Place Drive	 	$5,983,670	 	103 Marketplace Drive	 	Hampton	 	VA	 	3/26/2015	 	4/1/2025	 	4.100%	 	120	 	118	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	66	 	CVS Galveston	 	$3,750,000	 	2326 61st Street	 	Galveston	 	TX	 	4/23/2015	 	5/1/2025	 	4.230%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	CIBC	 	70	 	Lindbergh Plaza	 	$3,037,500	 	7620 Lindbergh Boulevard	 	Philadelphia	 	PA	 	5/15/2015	 	6/1/2025	 	4.260%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%


  


 



    	Schedule III-2



    	 



    




 


SCHEDULE
IV 


 


SMF
III Loan Schedule 


 


(See
attached)





 



    	Schedule IV-1



    	 



    









 









	MSBAM 2015-C23	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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	 	21	 	Summerhill Plaza	 	$13,982,557	 	7501-7581 West Lake Mead Boulevard	 	Las Vegas	 	NV	 	5/1/2015	 	5/6/2025	 	4.300%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	SMF III	 	25	 	Chicopee Village Townhomes	 	$11,700,000	 	68 Eastern Drive 	 	Chicopee	 	MA	 	5/20/2015	 	6/6/2025	 	4.570%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	SMF
    III	 	28	 	Pueblo Manor	 	$10,075,000	 	834 South Meridian
    Road	 	Apache Junction	 	AZ	 	4/7/2015	 	5/6/2025	 	4.100%	 	120	 	119	 	0	 	No	 	0.05500%	 	0.00000%
	SMF III	 	30	 	YoHo Lofts and Nepperhan Plaza	 	$9,883,529	 	540, 578 & 523-533 Nepperhan Avenue	 	Yonkers	 	NY	 	5/1/2015	 	5/6/2025	 	4.567%	 	120	 	119	 	300	 	No	 	0.00500%	 	0.00000%
	SMF III	 	39	 	Orange County Retail	 	$7,740,458	 	 	 	 	 	 	 	4/30/2015	 	5/6/2025	 	4.354%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	SMF III	 	39.01	 	Orange County Retail - Beach Chapman	 	$3,289,077	 	11951 Beach Boulevard	 	Stanton	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	39.02	 	Orange County Retail - Katella Square	 	$2,794,479	 	7129-7143, 7147-7159 Katella Avenue	 	Stanton	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF
    III	 	39.03	 	Orange County Retail
    - Paramount Center	 	$1,656,903	 	8505 Rosecrans Avenue	 	Paramount	 	CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SMF III	 	50	 	DaVita Coral Gables	 	$5,250,000	 	3280 Ponce de Leon Boulevard	 	Coral Gables	 	FL	 	5/11/2015	 	6/6/2025	 	4.339%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	SMF III	 	51	 	La Fiesta	 	$5,250,000	 	7-28 Rancho Square	 	Vallejo	 	CA	 	5/12/2015	 	6/6/2025	 	4.435%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	SMF III	 	52	 	Country Corners Shopping Center	 	$5,200,000	 	4046 East Grand River Avenue	 	Howell	 	MI	 	5/12/2015	 	6/6/2025	 	4.753%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%
	SMF III	 	53	 	1131 SW Winding Road	 	$5,142,031	 	1311 Southwest Winding Road	 	Topeka	 	KS	 	4/24/2015	 	5/6/2025	 	4.204%	 	120	 	119	 	324	 	No	 	0.00500%	 	0.00000%
	SMF
    III	 	61	 	Holiday Inn Express
    & Suites Plainview	 	$4,517,655	 	4213 West 13th Street	 	Plainview	 	TX	 	5/4/2015	 	5/6/2025	 	4.707%	 	120	 	119	 	300	 	No	 	0.00500%	 	0.00000%
	SMF III	 	65	 	Holiday Inn Express Royse City	 	$3,985,171	 	1001 Pullen Street	 	Royse City	 	TX	 	4/15/2015	 	5/6/2025	 	4.431%	 	120	 	119	 	360	 	No	 	0.00500%	 	0.00000%
	SMF III	 	73	 	Walgreens - Sikeston	 	$2,575,000	 	299 North Main Street	 	Sikeston	 	MO	 	5/13/2015	 	6/6/2025	 	4.552%	 	120	 	120	 	360	 	No	 	0.00500%	 	0.00000%


 





 



    	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))


  


Fairfax
Corner


 Fairfield
Inn Chelsea





US
StorageMart Portfolio - 3401 Broadway Street


 Paper
Company Apartments





StorQuest
Tempe Warner






 



    	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)


  


Three
Corners Multifamily Portfolio


 Aviare
Place Apartments





Hawthorne
House Apartments


 Chicopee
Village Townhomes





The
Hamptons Apartments





Kings
Point Shopping Center


 Courtyard
- Missoula, MT





Hyatt
Place Jacksonville Airport


 TownePlace
Suites - Orlando East, FL





Holiday
Inn Express - South Lake Tahoe, CA


 Country
Corners Shopping Center





Holiday
Inn Express & Suites Plainview


 Linden
Lane Apartments





 



    	Schedule VII-1



    	 



    




 


SCHEDULE
VIII 


 


Mortgage
Loans as to Which a Lender Register is to be Maintained 


 


None.


 



    	Schedule VIII-1



    	 



    




 


SCHEDULE
IX





 


Mortgage
Loans Secured by Mortgaged Properties





Covered
by an Environmental Insurance Policy





 


La
Fiesta


 



    	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:  Significant Enhancement Provider Information

         
	 	●      Depositor	 
	Item
    8:  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:  Exhibits	 	●     
Certificate Administrator

        ●     
Depositor

        ●     
Master Servicer

        ●     
Special Servicer
	 




 



    	Schedule XI-2



    	 



    

 






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-C23[—SEC REPORT PROCESSING]


Email:
[cts.sec.notifications@wellsfargo.com]


 


Morgan
Stanley Capital I Inc., as Depositor


1585
Broadway


New York,
New York 10036


Attn:Stephen
Holmes


Facsimile:
(646) 435-2881


Email:
stephen.holmes@morganstanley.com


 


RE: **Additional
Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [ ] of the Pooling and Servicing Agreement, dated as of [    ][  ], 2015, among [            ], as [          ], [          ], as [          ],
[          ], as [          ] and [          ], as [          ]. the undersigned, as [          ], hereby notifies you that certain events have come to our attention that
[will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:





 


[With
respect to Collection Account and REO Account balance information:


 


	Account
    Name	Beginning
    Balance as of 

MM/DD/YYYY	Ending
    Balance as of 

MM/DD/YYYY
	Collection
    Account	 	 
	REO
    Account	 	 


 






    	Schedule XIV-1



    	 



    

 


]


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                    ], phone number: [          ]; email address: [                    ].

	 	 	 
	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	Schedule XIV-2



    	 



    

 




SCHEDULE
XV


 


Seller
Sub-Servicers


 


Berkadia
Commercial Mortgage LLC


NRC
Group, Inc.


Sunrise
Mortgage and Investment Company


 






    	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	 	 67,600,000.00
    	 	40	 	 67,600,000.00
    	 	80	 	 43,628,379.83
    
	1	 	 67,600,000.00
    	 	41	 	 67,600,000.00
    	 	81	 	 42,192,908.50
    
	2	 	 67,600,000.00
    	 	42	 	 67,600,000.00
    	 	82	 	 40,983,810.43
    
	3	 	 67,600,000.00
    	 	43	 	 67,600,000.00
    	 	83	 	 39,693,416.76
    
	4	 	 67,600,000.00
    	 	44	 	 67,600,000.00
    	 	84	 	 38,475,211.85
    
	5	 	 67,600,000.00
    	 	45	 	 67,600,000.00
    	 	85	 	 37,175,972.95
    
	6	 	 67,600,000.00
    	 	46	 	 67,600,000.00
    	 	86	 	 35,948,595.69
    
	7	 	 67,600,000.00
    	 	47	 	 67,600,000.00
    	 	87	 	 34,716,746.41
    
	8	 	 67,600,000.00
    	 	48	 	 67,600,000.00
    	 	88	 	 33,404,255.09
    
	9	 	 67,600,000.00
    	 	49	 	 67,600,000.00
    	 	89	 	 32,163,135.29
    
	10	 	 67,600,000.00
    	 	50	 	 67,600,000.00
    	 	90	 	 30,841,639.75
    
	11	 	 67,600,000.00
    	 	51	 	 67,600,000.00
    	 	91	 	 29,591,182.73
    
	12	 	 67,600,000.00
    	 	52	 	 67,600,000.00
    	 	92	 	 28,336,169.45
    
	13	 	 67,600,000.00
    	 	53	 	 67,600,000.00
    	 	93	 	 26,850,372.03
    
	14	 	 67,600,000.00
    	 	54	 	 67,600,000.00
    	 	94	 	 25,585,372.11
    
	15	 	 67,600,000.00
    	 	55	 	 67,600,000.00
    	 	95	 	 24,240,682.43
    
	16	 	 67,600,000.00
    	 	56	 	 67,600,000.00
    	 	96	 	 22,966,173.47
    
	17	 	 67,600,000.00
    	 	57	 	 67,600,000.00
    	 	97	 	 21,612,247.90
    
	18	 	 67,600,000.00
    	 	58	 	 67,600,000.00
    	 	98	 	 20,328,161.48
    
	19	 	 67,600,000.00
    	 	59	 	 67,600,000.00
    	 	99	 	 19,039,396.06
    
	20	 	 67,600,000.00
    	 	60	 	 67,570,221.43
    	 	100	 	 17,671,623.56
    
	21	 	 67,600,000.00
    	 	61	 	 66,373,563.74
    	 	101	 	 16,373,178.11
    
	22	 	 67,600,000.00
    	 	62	 	 65,252,561.42
    	 	102	 	 14,996,003.64
    
	23	 	 67,600,000.00
    	 	63	 	 64,127,475.31
    	 	103	 	 13,687,808.50
    
	24	 	 67,600,000.00
    	 	64	 	 62,918,680.24
    	 	104	 	 12,374,846.36
    
	25	 	 67,600,000.00
    	 	65	 	 61,785,091.68
    	 	105	 	 10,910,044.60
    
	26	 	 67,600,000.00
    	 	66	 	 60,568,038.42
    	 	106	 	 9,586,960.44
    
	27	 	 67,600,000.00
    	 	67	 	 59,425,886.26
    	 	107	 	 8,185,855.03
    
	28	 	 67,600,000.00
    	 	68	 	 58,279,573.12
    	 	108	 	 6,852,843.89
    
	29	 	 67,600,000.00
    	 	69	 	 56,892,314.79
    	 	109	 	 5,442,096.66
    
	30	 	 67,600,000.00
    	 	70	 	 55,736,771.35
    	 	110	 	 4,099,087.11
    
	31	 	 67,600,000.00
    	 	71	 	 54,498,393.89
    	 	111	 	 2,751,183.48
    
	32	 	 67,600,000.00
    	 	72	 	 53,334,128.90
    	 	112	 	 1,325,971.56
    
	33	 	 67,600,000.00
    	 	73	 	 52,087,280.43
    	 	113
    and	 	 
	34	 	 67,600,000.00
    	 	74	 	 50,914,231.15
    	 	thereafter	 	0.00
	35	 	 67,600,000.00
    	 	75	 	 49,736,908.13
    	 	 	 	 
	36	 	 67,600,000.00
    	 	76	 	 48,477,376.74
    	 	 	 	 
	37	 	 67,600,000.00
    	 	77	 	 47,291,175.49
    	 	 	 	 
	38	 	 67,600,000.00
    	 	78	 	 46,023,020.91
    	 	 	 	 
	39	 	 67,600,000.00
    	 	79	 	 44,827,877.56
    	 	 	 	 


 






    	Schedule XVII-1



    	 



    

 




SCHEDULE
XVIII


 


Hospitality
Properties Subject to Franchise, Management or Similar Agreement


 


Hilton
Garden Inn W 54th Street


Fairfield
Inn Chelsea


Residence
Inn - North Dartmouth, MA


Courtyard
- Missoula, MT


Hyatt
Place Jacksonville Airport


TownePlace
Suites - Orlando East, FL


Holiday
Inn Express - South Lake Tahoe, CA


Holiday
Inn Express & Suites Plainview


Value
Place - Asheville, NC


Holiday
Inn Express Royse City


 






    	Schedule XVIII-1



    	 



    

 





SCHEDULE
XIX


 


Designated
Escrow/Reserve Mortgage Loans


 


None.




 






    	Schedule XIX-1