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WFRBS Commercial Mortgage Trust 2012-C10

Filed: 28 Nov 12, 7:00pm
  FREE WRITING PROSPECTUS
  FILED PURSUANT TO RULE 433
  REGISTRATION FILE NO.: 333-172366-05
   
 
STATEMENT REGARDING THIS FREE WRITING PROSPECTUS
 
The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) (SEC File No. 333-172366) for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling 1-800-745-2063 (8 a.m. - 5 p.m. EST) or by emailing wfs.cmbs@wellsfargo.com.
 
Nothing in this document constitutes an offer of securities for sale in any other jurisdiction where the offer or sale is not permitted.  The information contained herein is preliminary as of the date hereof, supersedes any such information previously delivered to you and will be superseded by any such information subsequently delivered and ultimately by the final prospectus relating to the securities.  These materials are subject to change, completion, supplement or amendment from time to time.
 
IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES
 
The offered certificates referred to in these materials and the asset pool backing them are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. Prospective investors should understand that, when considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class of certificates has been priced and the underwriters have confirmed the allocation of certificates to be made to investors; any “indications of interest” expressed by any prospective investor, and any “soft circles” generated by the underwriters, will not create binding contractual obligations for such prospective investors, on the one hand, or the underwriters, the depositor or any of their respective agents or affiliates, on the other hand.
 
As a result of the foregoing, a prospective investor may commit to purchase certificates that have characteristics that may change, and each prospective investor is advised that all or a portion of the certificates referred to in these materials may be issued without all or certain of the characteristics described in these materials. The underwriters’ obligation to sell certificates to any prospective investor is conditioned on the certificates and the transaction having the characteristics described in these materials. If the underwriters determine that a condition is not satisfied in any material respect, such prospective investor will be notified, and neither the depositor nor the underwriters will have any obligation to such prospective investor to deliver any portion of the offered certificates which such prospective investor has committed to purchase, and there will be no liability between the underwriters, the depositor or any of their respective agents or affiliates, on the one hand, and such prospective investor, on the other hand, as a consequence of the non-delivery.
 
 
 

 
 
Each prospective investor has requested that the underwriters provide to such prospective investor information in connection with such prospective investor’s consideration of the purchase of the certificates described in these materials. These materials are being provided to each prospective investor for informative purposes only in response to such prospective investor’s specific request. The underwriters described in these materials may from time to time perform investment banking services for, or solicit investment banking business from, any company named in these materials. The underwriters and/or their affiliates or respective employees may from time to time have a long or short position in any security or contract discussed in these materials.
 
The information contained herein supersedes any previous such information delivered to any prospective investor and will be superseded by information delivered to such prospective investor prior to the time of sale.
 
IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS
 
Any legends, disclaimers or other notices that may appear at the bottom of any email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded.  Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.
 
THIS IS AN INTERIM DRAFT OF THE POOLING AND SERVICING AGREEMENT (THE “DRAFT POOLING AND SERVICING AGREEMENT”) WITH RESPECT TO THE WFRBS COMMERCIAL MORTGAGE TRUST 2012-C10, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2012-C10 (THE “TRANSACTION”).  THIS DRAFT HAS NOT BEEN FINALIZED AND THE TERMS AND PROVISIONS SET FORTH HEREIN WILL CHANGE PRIOR TO EXECUTION.  THE DRAFT POOLING AND SERVICING AGREEMENT IS NOT SUBJECT TO NEGOTIATION BY PROSPECTIVE INVESTORS AND DELIVERY OF THIS INTERIM DRAFT SHOULD NOT IMPLY A REQUEST FOR ANY COMMENTS ON THE PART OF ANY PROSPECTIVE INVESTORS.  THE DRAFT POOLING AND SERVICING AGREEMENT SHOULD NOT BE READ ALONE, BUT SHOULD ONLY BE READ IN CONJUNCTION WITH THE FREE WRITING PROSPECTUS DATED NOVEMBER 23, 2012 PREPARED IN CONNECTION WITH THE TRANSACTION (THE “FREE WRITING PROSPECTUS”).  THE FREE WRITING PROSPECTUS CONTAINS A DESCRIPTION OF THE TERMS OF THE DRAFT POOLING AND SERVICING AGREEMENT.  AS THE PARTIES TO THE DRAFT POOLING AND SERVICING AGREEMENT ARE CONTINUING TO NEGOTIATE THE ULTIMATE TERMS OF THE POOLING AND SERVICING AGREEMENT, THE TERMS OF THE DRAFT POOLING AND SERVICING AGREEMENT MAY CHANGE, AND MAY CHANGE MATERIALLY, PRIOR TO THE FINALIZATION OF THE TRANSACTION.  
 
 
 

 
 
THIS DRAFT POOLING AND SERVICING AGREEMENT HAS BEEN PROVIDED TO YOU FOR INFORMATIONAL PURPOSES ONLY AND PROSPECTIVE INVESTORS SHOULD NOT RELY ON THE DRAFT POOLING AND SERVICING AGREEMENT AS A BASIS FOR ANY INVESTMENT DECISION.  FOR DISCLOSURE REGARDING THE CHARACTERISTICS, RISKS AND OTHER INFORMATION REGARDING THE SECURITIES, THE UNDERLYING MORTGAGE LOANS AND PROPERTIES RELATING TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH ANY POTENTIAL INVESTMENT IN THE SECURITIES, YOU SHOULD READ AND RELY SOLELY ON THE FREE WRITING PROSPECTUS PREPARED IN CONNECTION WITH THE TRANSACTION.  NONE OF THE DEPOSITOR OR THE UNDERWRITERS OR THEIR RESPECTIVE AFFILIATES MAKES ANY REPRESENTATION REGARDING THE ACCURACY OR COMPLETENESS OF THE DRAFT POOLING AND SERVICING AGREEMENT.
 
 
 

 
 
 
 
WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.,
as Depositor,
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Master Servicer,
 
MIDLAND LOAN SERVICES,
A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
as Special Servicer,
 
PENTALPHA SURVEILLANCE LLC,
as Trust Advisor,
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Certificate Administrator, as Tax Administrator and as Custodian,
 
and
 
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
 

 
POOLING AND SERVICING AGREEMENT
 
Dated as of December 1, 2012
 

 
$1,305,613,775
Aggregate Initial Certificate Principal Balance
 

 
Commercial Mortgage Pass Through Certificates
Series 2012-C10
 
 
 
 

 
 
TABLE OF CONTENTS
    Page
     
ARTICLE I
     
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
     
Section 1.01 Defined Terms 5
Section 1.02 General Interpretive Principles 96
Section 1.03 Certain Calculations in Respect of the Mortgage Pool 97
Section 1.04 Cross-Collateralized Mortgage Loans 101
Section 1.05 Incorporation of Preliminary Statement 101
 
ARTICLE II
 
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS, REMIC II REGULAR
INTERESTS, REMIC III COMPONENTS, REMIC I RESIDUAL INTEREST, REMIC II
RESIDUAL INTEREST, REMIC III RESIDUAL INTEREST AND CERTIFICATES
     
Section 2.01 Conveyance of Mortgage Loans 101
Section 2.02 Acceptance of Mortgage Loans by Trustee 106
Section 2.03 Certain Repurchases and Substitutions of Mortgage Loans by the Responsible Repurchase Parties 109
Section 2.04 Representations and Warranties of the Depositor 118
Section 2.05 Representations and Warranties of the Master Servicer 119
Section 2.06 Representations and Warranties of the Special Servicer 121
Section 2.07 Representations and Warranties of the Trust Advisor 123
Section 2.08 Representations and Warranties of the Certificate Administrator 124
Section 2.09 Representations and Warranties of the Tax Administrator 126
Section 2.10 Representations, Warranties and Covenants of the Trustee 127
Section 2.11 Creation of REMIC I; Issuance of the REMIC I Regular Interests and the REMIC I Residual Interest; Certain Matters Involving REMIC I 129
Section 2.12 Conveyance of the REMIC I Regular Interests; Acceptance of the REMIC I Regular Interests by Trustee 132
Section 2.13 Creation of REMIC II; Issuance of the REMIC II Regular Interests and the REMIC II Residual Interest; Certain Matters Involving REMIC II 132
Section 2.14 Conveyance of the REMIC II Regular Interests; Acceptance of the REMIC II Regular Interests by Trustee 134
Section 2.15 Creation of REMIC III; Issuance of the Regular Certificates, the REMIC III Components and the REMIC III Residual Interest 134
Section 2.16 Issuance of the Class R Certificates 136
Section 2.17 Grantor Trust Pool; Issuance of the Class V Certificates 136
 
 
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ARTICLE III
 
ADMINISTRATION AND SERVICING OF THE TRUST FUND
     
Section 3.01 General Provisions 137
Section 3.02 Collection of Mortgage Loan Payments 143
Section 3.03 Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts 144
Section 3.04 Collection Account, Distribution Account, Interest Reserve Account, Excess Liquidation Proceeds Account, Serviced Pari Passu Companion Loan Custodial Account and Loss of Value Reserve Fund 148
Section 3.05 Permitted Withdrawals From the Collection Account, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account 155
Section 3.06 Investment of Funds in the Accounts 171
Section 3.07 Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage 173
Section 3.08 Enforcement of Alienation Clauses 179
Section 3.09 Realization Upon Defaulted Serviced Mortgage Loans 183
Section 3.10 Trustee to Cooperate; Release of Mortgage Files 187
Section 3.11 Master Servicing and Special Servicing Compensation; Interest on and Reimbursement of Servicing Advances; Payment of Certain Expenses; Obligations of the Trustee Regarding Back-up Servicing Advances 189
Section 3.12 Property Inspections; Collection of Financial Statements 201
Section 3.13 [Reserved.] 203
Section 3.14 [Reserved.] 203
Section 3.15 Access to Information 203
Section 3.16 Title to Administered REO Property; REO Account 205
Section 3.17 Management of Administered REO Property 207
Section 3.18 Sale of Defaulted Mortgage Loans and Administered REO Properties; Sale of the Non-Trust-Serviced Pooled Mortgage Loans 210
Section 3.19 Additional Obligations of Master Servicer and Special Servicer 217
Section 3.20 Modifications, Waivers, Amendments and Consents 223
Section 3.21 Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping 230
Section 3.22 Sub-Servicing Agreements 232
Section 3.23 Subordinate Class Representative 236
Section 3.24 Asset Status Reports and Certain Rights and Powers of the Subordinate Class Representative 238
Section 3.25 Application of Default Charges 245
Section 3.26 Certain Matters Regarding the Serviced Loan Combinations 247
Section 3.27 Rating Agency Confirmations; Communications with Rating Agencies 250
Section 3.28 The Trust Advisor 254
Section 3.29 [Reserved] 263
Section 3.30 General Acknowledgement Regarding Non-Serviced Companion Loan Holders 263
Section 3.31 Matters Regarding the Non-Trust-Serviced Pooled Mortgage Loans 264
 
 
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ARTICLE IV
 
PAYMENTS TO CERTIFICATEHOLDERS
     
Section 4.01 Distributions 265
Section 4.02 Distribution Date Statements; Servicer Reporting 274
Section 4.03 P&I Advances 283
Section 4.04 Allocation of Realized Losses and Additional Trust Fund Expenses 287
Section 4.05 Allocation of Certain Trust Advisor Expenses 289
Section 4.06 Calculations 290
 
ARTICLE V
 
THE CERTIFICATES
     
Section 5.01 The Certificates 291
Section 5.02 Registration of Transfer and Exchange of Certificates 292
Section 5.03 Book-Entry Certificates 300
Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates 302
Section 5.05 Persons Deemed Owners 302
Section 5.06 Certification by Certificate Owners 302
Section 5.07 Appointment of Authenticating Agents 303
 
ARTICLE VI
 
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE TRUST ADVISOR
     
Section 6.01 Liability of the Depositor, the Master Servicer, the Special Servicer and the Trust Advisor 304
Section 6.02 Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Trust Advisor or the Special Servicer 304
Section 6.03 Limitation on Liability of the Depositor, the Trust Advisor, the Master Servicer and the Special Servicer 305
Section 6.04 Resignation of the Master Servicer and the Special Servicer 308
Section 6.05 Replacement of Special Servicer 309
Section 6.06 Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer 312
Section 6.07 Master Servicer and Special Servicer May Own Certificates 313
 
ARTICLE VII
 
SERVICER TERMINATION EVENTS
     
Section 7.01 Servicer Termination Event 314
Section 7.02 Trustee to Act; Appointment of Successor 320
 
 
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Section 7.03 Notification to Certificateholders 321
Section 7.04 Waiver of Servicer Termination Event 322
Section 7.05 Additional Remedies of Trustee Upon Servicer Termination Event 322
 
ARTICLE VIII
 
THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR AND THE
TAX ADMINISTRATOR
     
Section 8.01 Duties of the Trustee, the Certificate Administrator and the Tax Administrator 323
Section 8.02 Certain Matters Affecting the Trustee, the Certificate Administrator and the Tax Administrator 326
Section 8.03 The Trustee, the Certificate Administrator and the Tax Administrator not Liable for Validity or Sufficiency of Certificates or Mortgage Loans 328
Section 8.04 The Trustee, the Certificate Administrator and the Tax Administrator May Own Certificates 328
Section 8.05 Fees and Expenses of the Trustee, the Certificate Administrator and the Tax Administrator; Indemnification of and by the Trustee, the Certificate Administrator and the Tax Administrator 329
Section 8.06 Eligibility Requirements for the Trustee, the Certificate Administrator and the Tax Administrator 331
Section 8.07 Resignation and Removal of the Trustee, the Certificate Administrator and the Tax Administrator 332
Section 8.08 Successor Trustee, Certificate Administrator and Tax Administrator 334
Section 8.09 Merger or Consolidation of the Trustee, the Certificate Administrator or the Tax Administrator 335
Section 8.10 Appointment of Co-Trustee or Separate Trustee 335
Section 8.11 Appointment of Custodian 336
Section 8.12 Access to Certain Information 337
Section 8.13 Cooperation Under Applicable Banking Law 345
     
ARTICLE IX
     
TERMINATION
     
Section 9.01 Termination Upon Repurchase or Liquidation of All Mortgage Loans 345
Section 9.02 Additional Termination Requirements 348
     
ARTICLE X
     
ADDITIONAL TAX PROVISIONS
     
Section 10.01 REMIC Administration 349
Section 10.02 Grantor Trust Administration 352
 
 
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Section 10.03 The Depositor, the Master Servicer and the Special Servicer to Cooperate with the Tax Administrator 355
     
ARTICLE XI
     
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
     
Section 11.01 Intent of the Parties; Reasonableness 356
Section 11.02 Notification Requirements and Deliveries in Connection with Securitization of a Serviced Pari Passu Companion Loan 357
Section 11.03 Sub-Servicers; Subcontractors and Agents 358
Section 11.04 Information to be Provided by the Master Servicer and the Special Servicer 359
Section 11.05 Information to be Provided by the Trustee 359
Section 11.06 Filing Obligations 360
Section 11.07 Form 10-D Filings 360
Section 11.08 Form 10-K Filings 363
Section 11.09 Sarbanes-Oxley Certification 366
Section 11.10 Form 8-K Filings 367
Section 11.11 Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports 369
Section 11.12 Annual Compliance Statements 369
Section 11.13 Annual Reports on Assessment of Compliance with Servicing Criteria 371
Section 11.14 Annual Independent Public Accountants’ Servicing Report 373
Section 11.15 Exchange Act Reporting Indemnification 374
Section 11.16 Amendments 375
Section 11.17 Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods 376
Section 11.18 Termination of the Certificate Administrator 377
     
ARTICLE XII
     
MISCELLANEOUS PROVISIONS
     
Section 12.01 Amendment 378
Section 12.02 Recordation of Agreement; Counterparts 380
Section 12.03 Limitation on Rights of Certificateholders 381
Section 12.04 Governing Law 382
Section 12.05 Notices 382
Section 12.06 Communications by Electronic Mail 383
Section 12.07 Severability of Provisions 384
Section 12.08 Successors and Assigns; Beneficiaries 384
Section 12.09 Article and Section Headings 384
Section 12.10 Notices to Subordinate Class Representative 384
Section 12.11 Complete Agreement 385
Section 12.12 Precautionary Trust Indenture Act Provisions 385
 
 
-v-

 
 
EXHIBITS   
   
EXHIBIT A-1 Form of Certificates (other than Class R and Class V Certificates)
EXHIBIT A-2 Form of Class R Certificates
EXHIBIT A-3 Form of Class V Certificates
EXHIBIT B Letters of Representations Among Depositor, Certificate Administrator and Initial Depository
EXHIBIT C-1A Form of Transferor Certificate (For Use in Connection With Transfers of Non-Registered Certificates to Non-QIB Accredited Investors)
EXHIBIT C-1B Form of Transferee Certificate (For Use in Connection with Transfers of Non-Registered Certificates to Non-QIB Accredited Investors)
EXHIBIT C-2A Form of Transferor Certificate (For Use in Connection with Transfers of Non-Registered Certificates to QIBs)
EXHIBIT C-2B Form of Transferee Certificate (For Use in Connection with Transfers of Non-Registered Certificates to QIBs)
EXHIBIT C-3A Form of Transferor Certificate (For Use in Connection with Transfers of Non-Registered Certificates Under Regulation S)
EXHIBIT C-3B Form of Transferee Certificate (For Use in Connection with Transfers of Non-Registered Certificates Under Regulation S)
EXHIBIT D-1 Form of Transferee Certificate in Connection with ERISA (Non- Investment Grade Certificates Held in Physical Form)
EXHIBIT D-2 Form of Transferee Certificate in Connection with ERISA (Certificates Held in Book-Entry Form)
EXHIBIT E-1 Form of Transfer Affidavit and Agreement for Transfers of Class R Certificates
EXHIBIT E-2 Form of Transferor Certificate for Transfers of Class R Certificates
EXHIBIT F-1 Form of Master Servicer Request for Release
EXHIBIT F-2 Form of Special Servicer Request for Release
EXHIBIT F-3A Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
EXHIBIT F-3B Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
EXHIBIT G-1 Form of Distribution Date Statement
EXHIBIT G-2 Minimum Information for Distribution Date Statement
EXHIBIT H [Reserved]
EXHIBIT I-1 Form of Notice and Acknowledgment Concerning Replacement of Special Servicer
EXHIBIT I-2 Form of Acknowledgment of Proposed Special Servicer
EXHIBIT J Form of UCC-1 Financing Statement
EXHIBIT K-1 Form of Investor Certification for Non-Borrower Affiliates
EXHIBIT K-2 Form of Investor Certification for Borrower Affiliates
EXHIBIT K-3 Form of Investor Confidentiality Agreement
EXHIBIT L Form of Power of Attorney by Trustee
EXHIBIT M Form of Final Certification of Custodian
EXHIBIT N Form of Defeasance Certification
EXHIBIT O-1 Form of Trust Advisor Annual Report (Subordinate Control Period)
 
 
-vi-

 
 
EXHIBIT O-2 Form of Trust Advisor Annual Report (Collective Consultation Period and Senior Consultation Period)
EXHIBIT O-3 Form of Notice from Trust Advisor Recommending Replacement of Special Servicer
EXHIBIT P Form of NRSRO Certification
EXHIBIT Q Form of Online Vendor Certification
EXHIBIT R Additional Disclosure Notification
EXHIBIT S-1 Form of Trustee Backup Certification
EXHIBIT S-2 Form of Custodian Backup Certification
EXHIBIT S-3 Form of Certificate Administrator Backup Certification
EXHIBIT S-4 Form of Master Servicer Backup Certification
EXHIBIT S-5 Form of Special Servicer Backup Certification
EXHIBIT S-6 Form of Trust Advisor Backup Certification
EXHIBIT T Form of Sarbanes Oxley Certification
EXHIBIT U Form of Outside Master Servicer Notice
   
SCHEDULES
   
   
SCHEDULE I Mortgage Loan Schedule
SCHEDULE II 
Schedule of Exceptions to Mortgage File Delivery (under Section 2.02(a))
SCHEDULE III Servicing Criteria to be Addressed in Assessment of Compliance
SCHEDULE IV Designated Sub-Servicers
SCHEDULE V Additional Form 10-D Disclosure
SCHEDULE VI Additional Form 10-K Disclosure
SCHEDULE VII Form 8-K Disclosure Information
SCHEDULE VIII Initial NOI Information for Significant Obligors
SCHEDULE IX Class A-SB Planned Principal Balance Schedule
SCHEDULE X Schedule of Initial Serviced Pari Passu Companion Loan Holders
 
 
-vii-

 
 
This Pooling and Servicing Agreement (this “Agreement”), is dated and effective as of December 1, 2012, among WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Special Servicer, PENTALPHA SURVEILLANCE LLC, as Trust Advisor, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator, as Tax Administrator and as Custodian, and U.S. BANK NATIONAL ASSOCIATION, as Trustee.
 
PRELIMINARY STATEMENT:
 
The Depositor intends to sell Certificates, to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunder.
 
REMIC I
 
As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the Mortgage Loans (exclusive of certain amounts payable thereon) and certain other assets as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I”.  The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions.  The Latest Possible Maturity Date for each REMIC I Regular Interest is the Rated Final Distribution Date.  None of the REMIC I Regular Interests will be certificated.
 
REMIC II
 
As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II”.  The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions.  The following table sets forth the designation, the REMIC II Remittance Rate and the initial Uncertificated Principal Balance for each of the REMIC II Regular Interests.  The Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated Final Distribution Date.  None of the REMIC II Regular Interests will be certificated.
 
 
 

 
 
 
Designation
 
 
REMIC II
Remittance Rate
 
Initial
Uncertificated
Principal Balance
A-1 Variable (1)  $82,960,000   
A-2 Variable (1)  $85,912,000   
A-3 Variable (1)  $621,167,000   
A-SB Variable (1)  $123,890,000   
A-S Variable (1)  $127,297,000   
B Variable (1)  $76,705,000   
C Variable (1)  $42,433,000   
D Variable (1)  $52,224,000   
E Variable (1)  $26,113,000   
F Variable (1)  $22,848,000   
G Variable (1)  $44,064,775   
 

(1)
The REMIC II Remittance Rate for each REMIC II Regular Interest shall be a variable rate per annum calculated in accordance with the definition of “REMIC II Remittance Rate”.
 
REMIC III
 
As provided herein, the Tax Administrator will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”.  The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class X-A and Class X-B Certificates will evidence ownership of a class of “regular interests” in REMIC III and the Class X-A and Class X-B Certificates will evidence ownership of five (5) and two (2) classes of “regular interests”, respectively, in REMIC III, all as described herein.  The Class R Certificates will evidence ownership of (among other things) the sole class of “residual interests” in REMIC III for purposes of the REMIC Provisions.  The Latest Possible Maturity Date for each Class of Regular Certificates is the Rated Final Distribution Date.
 
Designations of the REMIC III Components
 
The REMIC III Components of the Class X-A Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-A Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”.  The REMIC III Components of the Class X-B Certificates are hereby irrevocably assigned the alphanumeric designation under the column heading “REMIC III Component of Class X-B Certificates” in the table that appears under “Corresponding REMIC II Regular Interests”.
 
Corresponding REMIC II Regular Interests
 
The following table irrevocably sets forth, with respect to each REMIC II Regular Interest, the Class of Certificates and the REMIC III Component of the Class X-A Certificates or REMIC III Component of the Class X-B Certificates for which such REMIC II Regular Interest constitutes a Corresponding REMIC II Regular Interest:
 
 
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REMIC II
Regular Interest
 
Class of
Certificates or
REMIC III
Regular Interest
 
REMIC III
Component of
Class X-A
Certificates
 
REMIC III
Component of
Class X-B
Certificates
A-1 A-1 Certificates A-1-X-A Not Applicable
A-2 A-2 Certificates A-2-X-A Not Applicable
A-3 A-3 Certificates A-3-X-A Not Applicable
A-SB A-SB Certificates A-SB-X-A Not Applicable
A-S A-S Certificates A-S-X-A Not Applicable
B B Certificates Not Applicable B-X-B
C C Certificates Not Applicable C-X-B
D D Certificates Not Applicable Not Applicable
E E Certificates Not Applicable Not Applicable
F F Certificates Not Applicable Not Applicable
G G Certificates Not Applicable Not Applicable
 
Each of (i) the Cut-off Date Pool Balance, (ii) the initial aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, (iii) the initial aggregate Uncertificated Principal Balance of the REMIC II Regular Interests and (iv) the initial aggregate Class Principal Balance of the respective Classes of Regular Certificates (other than the Interest Only Certificates) will be $1,305,613,775.
 
Class Designations of the Certificates
 
The following table irrevocably sets forth the Class designation, Pass-Through Rate and initial Class Principal Balance for each Class of Certificates.
 
Class
Designation
 
 
Pass-Through Rate
 
Initial Class
Principal Balance
Class A-1 
[__]% per annum
 $82,960,000
Class A-2 
[__]% per annum
 $85,912,000
Class A-3 
[__]% per annum
 $621,167,000
Class A-SB 
[__]% per annum
 $123,890,000
Class X-A Variable (1) (2)
Class X-B Variable (1) (3)
 
 
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Class
Designation
 
 
Pass-Through Rate
 
Initial Class
Principal Balance
Class A-S 
[__]% per annum
 $127,297,000
Class B 
[__]% per annum
 $76,705,000
Class C Variable (1) $42,433,000
Class D Variable (1) $52,224,000
Class E Variable (1) $26,113,000
Class F Variable (1) $22,848,000
Class G Variable (1) $44,064,775
Class R None None
Class V None (4)
 

(1)
The respective Pass-Through Rates for the Class X-A, Class X-B, Class  C, Class D, Class E, Class F and Class G Certificates will, in the case of each of those Classes, be a variable rate per annum calculated in accordance with the definition of “Pass-Through Rate”.
 
(2)The Class X-A Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal.  The Class X-A Certificates will evidence the ownership of five (5) REMIC regular interests, each corresponding to one of the components of the notional balance of the Class X-A Certificates.  The Class X-A Certificates will have a Class Notional Amount which will be equal to the aggregate of the Component Notional Amounts of the REMIC III Components of such Class from time to time.  As more specifically provided herein, interest in respect of such Class of Certificates will consist of the aggregate amount of interest accrued on the respective Component Notional Amounts of such Class’ REMIC III Components from time to time.
 
(3)The Class X-B Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal.  The Class X-B Certificates will evidence the ownership of two (2) REMIC regular interests, each corresponding to one of the components of the notional balance of the Class X-B Certificates.  The Class X-B Certificates will have a Class Notional Amount which will be equal to the Component Notional Amounts of the REMIC III Components of such Class from time to time.  As more specifically provided herein, interest in respect of such Class of Certificates will consist of the amount of interest accrued on the respective Component Notional Amounts of such Class’ REMIC III Components from time to time.
 
(4)The Class V Certificates will not have a Class Principal Balance and will not entitle their Holders to receive distributions of principal.  The Class V Certificates will evidence the beneficial ownership of the assets of the portion of the Grantor Trust consisting of the Grantor Trust V Assets.
 
The Class V Certificates shall represent undivided beneficial interests in a portion of the Grantor Trust, which consists of the Grantor Trust V Assets described herein.  As provided herein, the Certificate Administrator shall not take any actions to cause the portions of the Trust Fund consisting of the Grantor Trust to fail to maintain its status as a “grantor trust” under federal income tax law and to not be treated as part of any Trust REMIC Pool.
 
Split Loan Structures
 
The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 1 on the Mortgage Loan Schedule (the “Republic Plaza Mortgage Loan”) also secures a companion loan to the same Borrower, which is pari passu in right of payment to the Republic Plaza Mortgage Loan (the “Republic Plaza Pari Passu Companion Loan” and together with the Republic Plaza Mortgage Loan, the “Republic Plaza Loan Combination”).  The Republic Plaza Pari Passu Companion Loan and all amounts attributable thereto will not be assets of the Trust
 
 
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Fund, the REMIC Pools or the Grantor Trust and will be beneficially owned by the holders of the Republic Plaza Pari Passu Companion Loan.  The relative rights of the holder of the Republic Plaza Mortgage Loan and the holders of the Republic Plaza Pari Passu Companion Loan are set forth in the related Intercreditor Agreement.  The Republic Plaza Loan Combination will initially be serviced pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement.  After the securitization of the Republic Plaza Pari Passu Companion Loan designated as promissory note A-2, the Republic Plaza Loan Combination will be serviced pursuant to the related Non-Trust Pooling and Servicing Agreement.
 
The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 2 on the Mortgage Loan Schedule (the “Concord Mills Mortgage Loan”) also secures a companion loan to the same Borrower, which is pari passu in right of payment to the Concord Mills Mortgage Loan (the “Concord Mills Pari Passu Companion Loan” and together with the Concord Mills Mortgage Loan, the “Concord Mills Loan Combination”).  The Concord Mills Pari Passu Companion Loan and all amounts attributable thereto will not be assets of the Trust Fund, the REMIC Pools or the Grantor Trust and will be beneficially owned by the holders of the Concord Mills Pari Passu Companion Loan.  The relative rights of the holder of the Concord Mills Mortgage Loan and the holders of the Concord Mills Pari Passu Companion Loan are set forth in the related Intercreditor Agreement.  The Concord Mills Loan Combination will initially be serviced pursuant to (i) this Agreement and (ii) the related Intercreditor Agreement.  After the securitization of the Concord Mills Pari Passu Companion Loan designated as promissory note A-1, the Concord Mills Loan Combination will be serviced pursuant to the related Non-Trust Pooling and Servicing Agreement.
 
Capitalized terms used but not otherwise defined in this Preliminary Statement have the respective meanings assigned thereto in Section 1.01 of this Agreement.
 
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator, the Tax Administrator and the Trustee hereby agree as follows:
 
ARTICLE I
 
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL
 
Section 1.01     Defined Terms.
 
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Section 1.01, subject to modification in accordance with Section 1.04.
 
30/360 Basis”:  The accrual of interest calculated on the basis of a 360-day year consisting of twelve 30-day months.
 
30/360 Mortgage Loan”:  A Mortgage Loan that accrues interest on a 30/360 Basis.
 
 
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Acceptable Insurance Default”:  As defined in Section 3.07(a).
 
Accrued Certificate Interest”:  The interest accrued from time to time with respect to any Class of Regular Certificates, the amount of which interest shall equal:  (a) in the case of any Class of Principal Balance Certificates, for any Interest Accrual Period, one-twelfth of the product of (i) the Pass-Through Rate applicable to such Class of Regular Certificates for such Interest Accrual Period, multiplied by (ii) the Class Principal Balance of such Class of Regular Certificates outstanding immediately prior to the related Distribution Date; and (b) in the case of either Class of Interest Only Certificates for any Interest Accrual Period, the aggregate amount of Accrued Component Interest for all of such Class’ REMIC III Components for such Interest Accrual Period.
 
Accrued Component Interest”:  The interest accrued from time to time with respect to any REMIC III Component of either Class of Interest Only Certificates, the amount of which interest shall equal, for any Interest Accrual Period, one-twelfth of the product of (i) either (A) in the case of each REMIC III Component of the Class X-A Certificates, the Class X-A Strip Rate applicable to such REMIC III Component for such Interest Accrual Period, or (B) in the case of each REMIC III Component of the Class X-B Certificates, the Class X-B Strip Rate applicable to such REMIC III Component for such Interest Accrual Period, multiplied by (ii) the Component Notional Amount of such REMIC III Component outstanding immediately prior to the related Distribution Date.
 
Actual/360 Basis”:  The accrual of interest calculated on the basis of the actual number of days elapsed during any calendar month (or other applicable recurring accrual period) in a year assumed to consist of 360 days.
 
Actual/360 Mortgage Loan”:  A Mortgage Loan that accrues interest on an Actual/360 Basis.
 
Additional Collateral”:  Any non-real property collateral (including any Letters of Credit or Reserve Funds) pledged and/or delivered by or on behalf of the related Borrower and held by the related Mortgagee to secure payment on any Mortgage Loan which, in the case of any Loan Combination, also secures payment on the related Pari Passu Companion Loan).
 
Additional Form 10-D Disclosure”:  As defined in Section 11.07.
 
Additional Form 10-K Disclosure”:  As defined in Section 11.08.
 
Additional Master Servicing Compensation”:  As defined in Section 3.11(b).
 
Additional Servicer”:  Each Affiliate of the Master Servicer, any Mortgage Loan Seller, the Depositor, the Non-Trust Master Servicer, the Non-Trust Special Servicer 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, any Mortgage Loan Seller, the Depositor or any of the Underwriters and who Services 10% or more of the Mortgage Loans (based on their Stated Principal Balance).  For clarification purposes, the Certificate Administrator is an Additional Servicer and the Trustee is not an Additional Servicer.  For further clarification purposes, the Special Servicer and the Trust Advisor are not Additional
 
 
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Servicers, it being acknowledged that the Special Servicer and the Trust Advisor constitute Reporting Servicers regardless of the number or percentage of Mortgage Loans serviced on any particular date.
 
Additional Special Servicing Compensation”:  As defined in Section 3.11(d).
 
Additional Trust Fund Expense”:  Any expense of the Trust Fund that (i) arises out of a default on a Mortgage Loan or a Serviced Pari Passu Companion Loan or an otherwise unanticipated event, (ii) is not included in the calculation of a Realized Loss, (iii) is not covered by a Servicing Advance or a corresponding collection from the related Borrower, and (iv) is not covered by Default Charges collected on the Mortgage Loans to the extent provided herein.
 
Additional Yield Amount”:  As defined in Section 4.01.
 
Administered REO Property”:  Any REO Property other than any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan.
 
Administrative Fee Rate”:  With respect to each Mortgage Loan, the sum of (i) the Trustee Fee Rate, (ii) the Certificate Administrator Fee Rate, (iii) the Trust Advisor Ongoing Fee Rate (unless the Mortgage Loan is a Pari Passu Mortgage Loan), (iv) the applicable Master Servicing Fee Rate and (v) in the case of each Pari Passu Mortgage Loan from and after a securitization of the related Pari Passu Companion Loan, a rate per annum equal to the Pari Passu Primary Servicing Fee Rate.
 
Advance”:  Any P&I Advance or Servicing Advance.
 
Advance Interest”:  The interest accrued on any Advance (other than any Unliquidated Advance) at the Reimbursement Rate, which is payable to the party hereto that made that Advance, all in accordance with Section 3.11(g) or Section 4.03, as applicable.
 
Adverse Grantor Trust Event”:  Either:  (i) any impairment of the status of the Grantor Trust Pool as a Grantor Trust; or (ii) the imposition of a tax upon the Grantor Trust Pool or any of its assets or transactions.
 
Adverse Rating Event”:  With respect to any Class of Rated Certificates and any Rating Agency that has assigned a rating thereto, as of any date of determination, the qualification, downgrade or withdrawal of the rating then assigned to such Class of Rated Certificates by such Rating Agency (or the placement of such Class of Rated Certificates on “negative credit watch” status in contemplation of any such action with respect thereto).
 
Adverse REMIC Event”:  Either:  (i) any impairment of the status of any REMIC Pool as a REMIC, including (insofar as it relates to a proposed modification, waiver or amendment of any term of a Mortgage Loan) any impairment that could result by virtue of the exercise of a “unilateral option” (within the meaning of Treasury Regulations Section 1.1001-3(c)(3)) of the Borrower; or (ii) except as permitted by Section 3.17(a), the imposition of a tax upon any REMIC Pool or any of its assets or transactions (including the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code, the tax on contributions under
 
 
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Section 860G(d) of the Code and the tax on income from foreclosure property under Section 860G(c) of the Code).
 
Affected Loan(s)”:  As defined in Section 2.03(b).
 
Affected Party”:  As defined in Section 7.01(b).
 
Affiliate”:  With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
 
Agreement”:  This Pooling and Servicing Agreement, as it may be amended, modified, supplemented or restated following the Closing Date.
 
Anticipated Repayment Date”:  With respect to any ARD Mortgage Loan, the date specified in the related Mortgage Note, as of which Post-ARD Additional Interest shall begin to accrue on such Mortgage Loan, which date is prior to the Stated Maturity Date for such Mortgage Loan.
 
Applicable State Law”:  For purposes of Article X, the Applicable State Law shall be (1) the laws of the State of New York; (2) to the extent brought to the attention of the Tax Administrator (by either (i) an Opinion of Counsel delivered to it or (ii) written notice from the appropriate taxing authority as to the applicability of such state law), (a) the laws of the states in which the Corporate Trust Offices of the Certificate Administrator and the Trustee and the Primary Servicing Offices of the Master Servicer and the Special Servicer are located and (b) the laws of the states in which any Mortgage Loan Documents are held and/or any REO Properties are located; and (3) such other state or local law as to which the Tax Administrator has actual knowledge of applicability.
 
Appraisal”:  With respect to any Mortgaged Property or REO Property as to which an appraisal is required to be performed pursuant to the terms of this Agreement, a narrative appraisal complying with USPAP (or, in the case of a Mortgage Loan or an REO Mortgage Loan with a Stated Principal Balance as of the date of such appraisal of $2,000,000 or less, at the Special Servicer’s option, either a limited appraisal and a summary report or an internal valuation prepared by the Special Servicer) that (i) indicates the “market value” of the subject property (within the meaning of 12 C.F.R. § 225.62(g)) and (ii) is conducted by a Qualified Appraiser (except that, in the case of a Mortgage Loan or an REO Mortgage Loan with a Stated Principal Balance as of the date of such appraisal of $2,000,000 or less, the appraiser may be an employee of the Special Servicer, which employee need not be a Qualified Appraiser but shall have experience in commercial and/or multifamily properties, as the case may be, and possess sufficient knowledge to value such a property).
 
Appraisal-Reduced Interest Amount”:  With respect to any Mortgage Loan or REO Mortgage Loan, the amount of any reduction in any P&I Advance that occurs as result of Appraisal Reduction Amounts pursuant to the proviso to Section 4.03(b).
 
 
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Appraisal Reduction Amount”:  With respect to any Serviced Mortgage Loan (or, as described in the fourth-to-last paragraph of this definition, for any Mortgage Loan relating to a Serviced Loan Combination) that is a Required Appraisal Loan, an amount (calculated initially as of the Determination Date immediately following the later of the date on which the subject Mortgage Loan became a Required Appraisal Loan and the date on which the applicable Appraisal was obtained) equal to the excess, if any, of:
 
(a)           the sum of, without duplication, (i) the Stated Principal Balance of such Required Appraisal Loan, (ii) to the extent not previously advanced by or on behalf of the Master Servicer or the Trustee, all unpaid interest on such Required Appraisal Loan through the most recent Due Date prior to the date of calculation (exclusive of any portion thereof that represents Default Interest and/or Post-ARD Additional Interest), (iii) all accrued and unpaid Special Servicing Fees in respect of such Required Appraisal Loan, (iv) all related unreimbursed Advances (together with Unliquidated Advances) made by or on behalf of (plus all accrued and unpaid interest on such Advances (other than Unliquidated Advances) payable to) the Master Servicer, the Special Servicer and/or the Trustee with respect to such Required Appraisal Loan, (v) any other outstanding Additional Trust Fund Expenses (other than Trust Advisor Expenses) with respect to such Required Appraisal Loan, and (vi) all currently due and unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents, and any unfunded improvement or other applicable reserves, in respect of the related Mortgaged Property or REO Property, as the case may be (in each case, net of any amounts escrowed with the Master Servicer or the Special Servicer for such items); over
 
(b)          an amount equal to the sum of:  (a) the excess, if any, of (i) 90% of the Appraised Value of the related Mortgaged Property (or REO Property) as determined by the most recent Appraisal or any letter update of such Appraisal, over (ii) the amount of any obligations secured by liens on such Mortgaged Property (or REO Property) that are prior to the lien of the related Required Appraisal Loan; plus (b) the amount of any Escrow Payments and/or Reserve Funds held by the Master Servicer or the Special Servicer with respect to such Required Appraisal Loan, the related Mortgaged Property or any related REO Property that (i) are not being held in respect of any real estate taxes and assessments, insurance premiums or, if applicable, ground rents, (ii) are not otherwise scheduled to be applied or utilized (except to pay debt service on such Required Appraisal Loan) within the twelve-month period following the date of determination and (iii) may be applied towards the reduction of the principal balance of such Required Appraisal Loan; plus (c) the amount of any Letter of Credit constituting additional security for such Required Appraisal Loan and that may be applied towards the reduction of the principal balance of such Required Appraisal Loan.
 
Notwithstanding the foregoing, if (i) any Serviced Mortgage Loan or Serviced Loan Combination becomes a Required Appraisal Loan, (ii) either (A) no Appraisal or update thereof has been obtained or conducted, as applicable, in accordance with Section 3.19(a), with respect to the related Mortgaged Property or REO Property, as the case may be, during the nine-month period prior to the date such Mortgage Loan or Serviced Loan Combination became a Required Appraisal Loan or (B) there shall have occurred since the date of the most recent Appraisal or update thereof a material change in the circumstances surrounding the related
 
 
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Mortgaged Property or REO Property, as the case may be, that would, in the Special Servicer’s reasonable judgment, materially affect the value of the related Mortgaged Property or REO Property, as the case may be, and (iii) no new Appraisal is obtained or conducted, as applicable, in accordance with Section 3.19(a), within sixty (60) days after such Mortgage Loan or Serviced Loan Combination became a Required Appraisal Loan, then (x) until such new Appraisal is obtained or conducted, as applicable, in accordance with Section 3.19(a), the Appraisal Reduction Amount shall equal 25% of the Stated Principal Balance of such Required Appraisal Loan, and (y) upon receipt or performance, as applicable, in accordance with Section 3.19(a), of such Appraisal or update thereof by the Special Servicer, the Appraisal Reduction Amount for such Required Appraisal Loan shall be recalculated in accordance with the preceding sentence of this definition.
 
In connection with the foregoing, each Cross-Collateralized Mortgage Loan that is part of a single Cross-Collateralized Group shall be treated separately (in each case as a single Mortgage Loan without regard to the cross-collateralization and cross-default provisions) for purposes of calculating an Appraisal Reduction Amount.
 
Also notwithstanding the foregoing, as of any date of determination, in the case of the Serviced Loan Combination, (a) any Appraisal Reduction Amounts will be calculated with respect to the entirety of such Serviced Loan Combination as if it were a single Mortgage Loan and allocated to the Serviced Pari Passu Companion Loan and the related Mortgage Loan on a pro rata and pari passu basis in accordance with, the respective outstanding principal balances of such Serviced Pari Passu Companion Loan and the related Mortgage Loan, and (b) the resulting portion of such Appraisal Reduction Amount that is so allocated to the related Mortgage Loan shall be the “Appraisal Reduction Amount” of that Mortgage Loan for purposes of P&I Advances and the determination of whether a Subordinate Control Period is in effect under this Agreement.
 
Also notwithstanding the foregoing, for purposes of determining whether a Subordinate Control Period is in effect, the determination of Appraisal Reduction Amounts will be subject to the provisions and procedures set forth under Section 3.19.
 
An Appraisal Reduction Amount with respect to any Serviced Mortgage Loan will be reduced to zero as of the date on which all Servicing Transfer Events have ceased to exist with respect to the related Serviced Mortgage Loan and at least ninety (90) days have passed following the occurrence of the most recent Appraisal Trigger Event.  No Appraisal Reduction Amount will exist as to any Serviced Mortgage Loan after it has been paid in full or it (or the REO Property) has been liquidated or otherwise disposed of.
 
Notwithstanding the foregoing, with respect to each Non-Trust-Serviced Pooled Mortgage Loan, the Appraisal Reduction Amount shall be the “Appraisal Reduction Amount” calculated pursuant to the Non-Trust Pooling and Servicing Agreement and the parties hereto shall be entitled to rely on such calculations as reported to them by the Non-Trust Master Servicer.  By their acceptance of their Certificates, the Certificateholders will be deemed to have acknowledged that any Non-Trust Pooling and Servicing Agreement and the Intercreditor Agreement related to the applicable Non-Trust-Serviced Pooled Mortgage Loan, taken together,
 
 
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provide that any such “Appraisal Reduction Amount” shall be calculated by the Non-Trust Master Servicer under the related Non-Trust Pooling and Servicing Agreement.
 
Appraisal Trigger Event”:  As defined in Section 3.19(a).
 
Appraised Value”:  With respect to each Mortgaged Property or REO Property, the appraised value thereof based upon the most recent Appraisal obtained or conducted, as appropriate, pursuant to this Agreement.
 
ARD Mortgage Loan”:  A Mortgage Loan that provides for the accrual of Post-ARD Additional Interest thereon if such Mortgage Loan is not paid in full on or prior to its Anticipated Repayment Date.
 
Asset Status Report”:  As defined in Section 3.24(a).
 
Assignment of Leases”:  With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar document or instrument executed by the related Borrower in connection with the origination of the related Mortgage Loan(s) or Loan Combination, as applicable, as such assignment may be amended, modified, renewed or extended through the date hereof and from time to time hereafter.
 
Assumed Monthly Payment”:  With respect to (a) any Mortgage Loan that is a Balloon Mortgage Loan delinquent in respect of its Balloon Payment beyond the Determination Date immediately following its scheduled maturity date (as such date may be extended in connection with a bankruptcy, insolvency or similar proceeding involving the related Borrower or by reason of a modification, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer), for that scheduled maturity date and for each subsequent Due Date as of which such Mortgage Loan remains outstanding and part of the Trust Fund, the scheduled monthly payment of principal and/or interest deemed to be due with respect to such Mortgage Loan on such Due Date equal to the amount (exclusive of Default Interest and any Post-ARD Additional Interest) that would have been due in respect thereof on such Due Date if such Mortgage Loan had been required to continue to accrue interest in accordance with its terms, and to pay principal in accordance with the amortization schedule (if any), in effect immediately prior to, and without regard to the occurrence of, such maturity date; and (b) any REO Mortgage Loan, for any Due Date as of which the related REO Property (or, in the case of any REO Mortgage Loan that is a successor to any Mortgage Loan in a Loan Combination, any interest in the related REO Property) remains part of the Trust Fund, the scheduled monthly payment of principal and/or interest deemed to be due in respect thereof on such Due Date equal to the Monthly Payment (or, in the case of a Balloon Mortgage Loan described in clause (b) of this definition, the Assumed Monthly Payment) that was due (or deemed due) with respect to the related Mortgage Loan on the last Due Date prior to its becoming an REO Mortgage Loan.
 
Assumption Application Fees”:  With respect to any Mortgage Loan or Serviced Loan Combination, any and all assumption application fees for transactions effected under Section 3.08 of this Agreement actually collected from the related Borrower or otherwise in accordance with the related Mortgage Loan Documents, with respect to any application
 
 
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submitted to the Master Servicer or the Special Servicer for a proposed assumption or substitution transaction or proposed transfer of an interest in such Borrower.
 
Assumption Fees”:  With respect to any Mortgage Loan or Serviced Loan Combination, any and all assumption fees for transactions effected under Section 3.08 of this Agreement actually collected from the related Borrower or otherwise in accordance with the related Mortgage Loan Documents, with respect to any assumption or substitution agreement entered into by the Master Servicer or the Special Servicer on behalf of the Trust Fund pursuant to Section 3.08 of this Agreement or paid by the related Borrower with respect to any transfer of an interest in such Borrower pursuant to Section 3.08 of this Agreement.
 
ASTM”:  ASTM International (originally known as The American Society for Testing and Materials).
 
Authenticating Agent”:  Any authenticating agent appointed pursuant to Section 5.07 (or, in the absence of any such appointment, the Certificate Administrator).
 
Available Distribution Amount”:  With respect to any Distribution Date, an amount equal to (a) the sum of (i) all amounts on deposit in the Distribution Account as of 11:00 a.m., New York City time, on such Distribution Date, (ii) to the extent not included in the amount described in clause (a)(i) of this definition, any P&I Advances and/or Compensating Interest Payments that were made hereunder in respect of such Distribution Date, (iii) to the extent not included in the amount described in clause (a)(i) of this definition, the aggregate amount transferred (pursuant to Section 3.05(d)) from the Excess Liquidation Proceeds Account to the Distribution Account in respect of such Distribution Date, and (iv) to the extent not included in the amount described in clause (a)(i) of this definition, if such Distribution Date occurs during the month of March of any year (or if the Final Distribution Date occurs during the month of January (except in a leap year) or February of any year, during such January or February), the aggregate of the Interest Reserve Amounts with respect to the Interest Reserve Loans transferred from the Interest Reserve Account to the Distribution Account during such month of March (or if the Final Distribution Date occurs during the month of January (except in a leap year) or February of any year, during such January or February) for distribution on such Distribution Date, net of (b) any portion of the amounts described in clause (a) of this definition that represents one or more of the following:  (i) collected Monthly Payments that are due on a Due Date following the end of the related Collection Period, (ii) any payments of principal (including Principal Prepayments) and interest, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds Received by the Trust after the end of the related Collection Period, (iii) any Prepayment Premiums, Yield Maintenance Charges and/or Post-ARD Additional Interest, (iv) any amounts payable or reimbursable to any Person from the Distribution Account pursuant to clauses (iii) through (viii) of Section 3.05(b), (v) if such Distribution Date occurs during the month of February of any year or during the month of January of any year that is not a leap year, the aggregate of the Interest Reserve Amounts with respect to the Interest Reserve Loans to be withdrawn (pursuant to Section 3.04(c) and Section 3.05(b)(ii)) from the Distribution Account and deposited into the Interest Reserve Account during such month of February or such month of January, as the case may be, and held for future distribution, and (vi) any amounts deposited in the Distribution Account in error; provided that the Available
 
 
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Distribution Amount for the Final Distribution Date shall be calculated without regard to clauses (b)(i), (b)(ii) and (b)(v) of this definition.
 
Balloon Mortgage Loan”:  Any Mortgage Loan or Loan Combination that by its original terms or by virtue of any modification entered into as of the Closing Date (or, in the case of a Replacement Mortgage Loan, as of the related date of substitution) provides for an amortization schedule extending beyond its Stated Maturity Date and as to which, in accordance with such terms, the Monthly Payment due on its Stated Maturity Date is at least 5% of the original principal balance of such Mortgage Loan or Loan Combination.
 
Balloon Payment”:  With respect to any Balloon Mortgage Loan as of any date of determination, the Monthly Payment payable on the Stated Maturity Date of such Mortgage Loan.
 
Bankruptcy Code”:  The federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code).
 
Base Interest Fraction”:  As defined in Section 4.01(c).
 
Base Prospectus”:  That certain prospectus dated July 20, 2012, relating to trust funds established by the Depositor and publicly offered mortgage pass-through certificates evidencing interests therein.
 
Basis Investment”:  Basis Investment Group LLC, a Delaware limited liability company or its successor in interest.
 
Basis Real Estate Capital”:  Basis Real Estate Capital II, LLC, a Delaware limited liability company or its successor in interest.
 
Book-Entry Certificate”:  Any Certificate registered in the name of the Depository or its nominee.
 
Book-Entry Non-Registered Certificate”:  Any Non-Registered Certificate that constitutes a Book-Entry Certificate.
 
Borrower”:  The obligor or obligors on a Mortgage Note, and may also be referred to as the Mortgagor.
 
Breach”:  As defined in Section 2.03(a).
 
Business Day”:  Any day other than a Saturday, a Sunday or a day on which banking institutions in California, Delaware, New York, Pennsylvania, Texas or North Carolina or any of the jurisdictions in which the respective Primary Servicing Offices of the Master Servicer and the Special Servicer and the Corporate Trust Offices of the Certificate Administrator and the Trustee are located, or the New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated by law or executive order to remain closed.
 
 
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C-III”:  C-III Commercial Mortgage LLC, a Delaware limited liability company or its successor-in-interest.
 
 “CERCLA”:  The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.
 
Certificate”:  Any one of the Depositor’s 2012-C10 Commercial Mortgage Pass-Through Certificates, as executed by the Certificate Administrator and authenticated and delivered hereunder by the Certificate Registrar.
 
Certificate Administrator”:  Wells Fargo Bank, National Association, in its capacity as certificate administrator hereunder, or any successor certificate administrator appointed as herein provided.
 
Certificate Administrator Fee”:  With respect to each Mortgage Loan and the beneficial interest of the Trust Fund in each REO Mortgage Loan, the fee designated as such and payable to the Certificate Administrator pursuant to Section 8.05(a).  The Certificate Administrator Fee includes the Tax Administrator Fee.
 
Certificate Administrator Fee Rate”:  0.00312% per annum.
 
Certificate Administrator’s Website”:  The internet website of the Certificate Administrator, initially located at www.ctslink.com.
 
Certificate Factor”:  With respect to any Class of Interest Only Certificates or Principal Balance Certificates, as of any date of determination, a fraction, expressed as a decimal carried to eight places, the numerator of which is the related Class Principal Balance or Class Notional Amount, as the case may be, then outstanding, and the denominator of which is the related Class Principal Balance or Class Notional Amount, as the case may be, outstanding as of the Closing Date.
 
Certificate Notional Amount”:  With respect to any Interest Only Certificate, as of any date of determination, the then notional principal amount on which such Certificate accrues interest, equal to the product of (a) the then Certificate Factor for the Class of Interest Only Certificates to which such Certificate belongs, multiplied by (b) the amount specified on the face of such Certificate as the initial Certificate Notional Amount thereof.
 
Certificate Owner”:  With respect to any Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent.
 
Certificate Principal Balance”:  With respect to any Principal Balance Certificate, as of any date of determination, the then outstanding principal amount of such Certificate equal to the product of (a) the then Certificate Factor for the Class of Principal Balance Certificates to which such Certificate belongs, multiplied by (b) the amount specified on the face of such Certificate as the initial Certificate Principal Balance thereof.
 
 
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Certificate Register” and “Certificate Registrar”:  The register maintained and the registrar appointed pursuant to Section 5.02.
 
Certificateholder” or “Holder”:  The Person in whose name a Certificate is registered in the Certificate Register, provided, that:  (i) no Disqualified Organization, Disqualified Partnership, or Non-United States Tax Person shall be a “Holder” of, or a “Certificateholder” with respect to, a Class R Certificate for any purpose hereof; and (ii) solely for purposes of giving any consent, approval, direction or waiver pursuant to this Agreement that specifically relates to the rights, duties and/or obligations hereunder of any of the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator, the Certificate Administrator or the Trustee in its respective capacity as such (other than any consent, approval or waiver contemplated by Section 3.24), any Certificate registered in the name of such party or in the name of any Affiliate thereof shall be deemed not to be outstanding, and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval or waiver that specifically relates to such party has been obtained.  The Certificate Registrar shall be entitled to request and conclusively rely upon a certificate of the Depositor, the Master Servicer or the Special Servicer in determining whether a Certificate is registered in the name of an Affiliate of such Person.  All references herein to “Certificateholders” or “Holders” shall reflect the rights of Certificate Owners only insofar as they may indirectly exercise such rights through the Depository and the Depository Participants (except as otherwise specified herein), it being herein acknowledged and agreed that the parties hereto shall be required to recognize as a “Certificateholder” or “Holder” only the Person in whose name a Certificate is registered in the Certificate Register.
 
Certification Parties”:  As defined in Section 11.09.
 
Certifying Person”:  As defined in Section 11.09.
 
Certifying Servicer”:  As defined in Section 11.12.
 
Class”:  Collectively, all of the Certificates bearing the same alphabetic or alphanumeric class designation and having the same payment terms.
 
Class A Certificates”:  The Class A-1, Class A-2, Class A-3, Class A-SB and Class A-S Certificates.
 
Class A-1 Certificate”:  Any one of the Certificates with a “Class A-1” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class A-2 Certificate”:  Any one of the Certificates with a “Class A-2” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
 
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Class A-3 Certificate”:  Any one of the Certificates with a “Class A-3” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class A-S Certificate”:  Any one of the Certificates with a “Class A-S” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class A-SB Certificate”: Any one of the Certificates with a “Class A-SB” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class A-SB Planned Principal Balance”: With respect to any Distribution Date, the balance shown for such Distribution Date on Schedule IX.
 
Class B Certificate”:  Any one of the Certificates with a “Class B” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class C Certificate”:  Any one of the Certificates with a “Class C” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class D Certificate”:  Any one of the Certificates with a “Class D” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class E Certificate”:  Any one of the Certificates with a “Class E” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class F Certificate”:  Any one of the Certificates with a “Class F” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class G Certificate”:  Any one of the Certificates with a “Class G” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class Interest Shortfall”:  As defined in the definition of “Interest Distribution Amount”.
 
Class Notional Amount”:  The aggregate hypothetical or notional amount on which any Class of Interest Only Certificates accrues or is deemed to accrue interest from time to time, as calculated in accordance with Section 2.15(e).
 
 
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Class Principal Balance”:  The aggregate principal balance of any Class of Principal Balance Certificates outstanding as of any date of determination.  As of the Closing Date, the Class Principal Balance of each Class of Principal Balance Certificates shall equal the initial Class Principal Balance thereof.  On each Distribution Date, the Class Principal Balance of each Class of Principal Balance Certificates shall be (i) reduced by the amount of any distributions of principal made thereon on such Distribution Date pursuant to Section 4.01, (ii) further reduced by the amount of any Realized Losses and Additional Trust Fund Expenses deemed allocated thereto on such Distribution Date pursuant to Section 4.04(a); and (iii) if such Class is not a Control-Eligible Class, any Excess Trust Advisor Expenses allocated to such Class of Principal Balance Certificates on such Distribution Date pursuant to Section 4.05; provided, that if the Principal Distribution Amount for such Distribution Date includes any amount described in clause (I)(C) of the definition of “Principal Distribution Amount” (in respect of recoveries during the Collection Period related to such Distribution Date of amounts determined to constitute Nonrecoverable Advances during a Collection Period related to a prior Distribution Date), then the Class Principal Balances of the respective Classes of Principal Balance Certificates shall hereby be increased (in the aggregate) immediately prior to such Distribution Date by the lesser of the amount of Realized Losses previously allocated thereto and such amount described in such clause (I)(C) (and, as among the respective Classes of Principal Balance Certificates, such increase shall be allocated, first, to the Class A Certificates (other than the Class A-S Certificates), pro rata according to the amounts of Realized Losses previously allocated to the respective Classes of Class A Certificates (other than the Class A-S Certificates), and, then to the other Classes of Principal Balance Certificates in sequential order according to alphabetical Class designation, in each case to the extent of the lesser of the Realized Losses previously allocated thereto and the remaining unallocated portion of the increase).
 
Class V Certificate”:  Any of the Certificates with a “Class V” designation on the face thereof, substantially in the form of Exhibit A-3 attached hereto, and evidencing beneficial ownership of the Grantor Trust V Assets.
 
Class X-A Certificate”:  Any of the Certificates with a “Class X-A” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing ownership of a portion of five (5) classes of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class X-A Strip Rate”:  With respect to each REMIC III Component of the Class X-A Certificates, with respect to each Interest Accrual Period, a rate per annum equal to the greater of (I) zero and (II) the excess, if any, of the WAC Rate for such Interest Accrual Period over the Pass-Through Rate on the Principal Balance Certificate with the same alphanumeric designation; and with respect to the Class X-A Certificates as a whole, the greater of (I) zero and (II) the excess of the WAC Rate over the weighted average of the Pass-Through Rates of the Class A-1, Class A-2, Class A-3, Class A-SB and Class A-S Certificates for such Interest Accrual Period, weighted on the basis of the Class Principal Balances of such Classes of Certificates outstanding immediately prior to the conclusion of such Interest Accrual Period.
 
Class X-B Certificate”:  Any of the Certificates with a “Class X-B” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing
 
 
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ownership of a portion of two (2) classes of “regular interests” in REMIC III for purposes of the REMIC Provisions.
 
Class X-B Strip Rate”:  With respect to each REMIC III Component of the Class X-B Certificates, with respect to each Interest Accrual Period, a rate per annum equal to the greater of (I) zero and (II) the excess, if any, of the WAC Rate for such Interest Accrual Period over the Pass-Through Rate on the Principal Balance Certificate with the same alphabetic designation; and with respect to the Class X-B Certificates as a whole, the greater of (I) zero and (II) excess of the WAC Rate over the weighted average of the Pass-Through Rates of the Class B and Class C Certificates for such Interest Accrual Period, weighted on the basis of the Class Principal Balances of such Classes of Certificates outstanding immediately prior to the conclusion of such Interest Accrual Period.
 
Clearstream”:  Clearstream Banking, société anonyme or any successor.
 
Closing Date”:  December 19, 2012.
 
Code”:  The Internal Revenue Code of 1986 and regulations promulgated thereunder, including proposed regulations to the extent that, by reason of their proposed effective date, could, as of the date of any determination or opinion as to the tax consequences of any action or proposed action or transaction, be applied to the Trust or the Certificates.
 
Collection Account”:  The segregated account or accounts created and maintained by the Master Servicer, pursuant to Section 3.04(a), in trust for the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association [or name of successor Master Servicer], as Master Servicer, on behalf of U.S. Bank National Association [or name of any successor Trustee], as Trustee, in trust for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, Collection Account”.
 
Collection Period”:  With respect to any Distribution Date, the period commencing on the day immediately following the Determination Date (or, with respect to payments remitted to the Trust by a Non-Trust Master Servicer pursuant to a Non-Trust Pooling and Servicing Agreement, the day immediately following one Business Day after the Determination Date) in the calendar month preceding the month in which such Distribution Date occurs (or, in the case of the initial Distribution Date, commencing as of the Cut-off Date) and ending on and including the Determination Date (or, with respect to payments remitted to the Trust by a Non-Trust Master Servicer pursuant to a Non-Trust Pooling and Servicing Agreement, one Business Day after the Determination Date) in the calendar month in which such Distribution Date occurs.
 
Collective Consultation Period”:  Unless a Senior Consultation Period is deemed to occur and is continuing pursuant to clause (ii) of the definition of “Senior Consultation Period”, any period when both (i) the Class Principal Balance of the Class E Certificates, reduced by any Appraisal Reduction Amounts allocable to such Class, is less than 25% of the initial Class Principal Balance of the Class E Certificates and (ii) the Class Principal Balance of
 
 
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the Class E Certificates, without regard to any Appraisal Reduction Amounts allocable to such Class, is at least 25% of the initial Class Principal Balance of the Class E Certificates.
 
No Collective Consultation Period shall limit the control and consultation rights of the “Controlling Note Holder” (as defined in the related Intercreditor Agreement) of any Pari Passu Companion Loan.
 
Commission”:  The Securities and Exchange Commission or any successor thereto.
 
Companion Loan Holder”:  The Serviced Pari Passu Companion Loan Holder and/or the Non-Serviced Companion Loan Holders, as the context may require.
 
Compensating Interest Payment”:  With respect to any Distribution Date, any payment made by the Master Servicer from its own funds pursuant to Section 3.19(c) to cover Prepayment Interest Shortfalls incurred during the related Collection Period.
 
Component Notional Amount”:  The notional amount on which any REMIC III Component of any Class of Interest Only Certificates accrues interest, which, as of any date of determination, is equal to the then current Uncertificated Principal Balance of such REMIC III Component’s Corresponding REMIC II Regular Interest.
 
Concord Mills Loan Combination”:  As defined in the Preliminary Statement.
 
Concord Mills Mortgage Loan”:  As defined in the Preliminary Statement.
 
Concord Mills Mortgaged Property”:  The Mortgaged Property identified on the Mortgage Loan Schedule as “Concord Mills”.
 
Concord Mills Note A-1 Securitization Date”:  With respect to the Concord Mills Loan Combination, the date on which the Concord Mills Pari Passu Companion Loan is included in a securitization trust; provided that the Companion Loan Holder of the Concord Mills Pari Passu Companion Loan provides each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee (in each case only to the extent such party will not also be a party to the related Non-Trust Pooling and Servicing Agreement) with notice in accordance with the terms of the related Intercreditor Agreement that the Concord Mills Pari Passu Companion Loan is to be included in the securitization related to such Non-Trust Pooling and Servicing Agreement.
 
Concord Mills Pari Passu Companion Loan”:  As defined in the Preliminary Statement.
 
Condemnation Proceeds”:  All cash amounts actually Received by the Trust or on behalf of the Trustee, the Master Servicer or the Special Servicer in connection with the taking of all or a part of a Mortgaged Property or REO Property by exercise of the power of eminent domain or condemnation (in the case of any Non-Trust-Serviced Pooled Mortgage Loan, to the extent of any portions of such amounts received by the Master Servicer pursuant to the related Intercreditor Agreement), exclusive of any portion thereof applied to the restoration
 
 
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of the related Mortgaged Property or REO Property (or placed in a reserve account for that purpose) or required to be released to the related Borrower or any other third-party in accordance with applicable law and/or the terms and conditions of the related Mortgage Loan Documents or any other applicable document.
 
Control-Eligible Certificate”:  Any Class E, Class F or Class G Certificate.
 
Control-Eligible Class”:  The Class E, Class F or Class G Certificates.
 
Corporate Trust Office”:  The corporate trust office of the Certificate Administrator or the Trustee, as the case may be, at which at any particular time its duties, with respect to this Agreement shall be administered, which office is as of the Closing Date located:  (i) in the case of the Certificate Administrator, for Certificate transfer purposes, at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479; Attn:  Corporate Trust Services Wells Fargo Commercial Mortgage Securities, Inc., 2012-C10, and for all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:  Corporate Trust Services, Wells Fargo Commercial Mortgage Securities, Inc., 2012-C10; and (ii) in the case of the Trustee, at 190 South LaSalle Street, 7th Floor, Mailcode MK-IL-SL7C, Chicago, IL 60603, Attention:  CMBS Account Management – WFRBS 2012-C10.
 
Corrected Mortgage Loan”:  Any Serviced Mortgage Loan or Serviced Loan Combination that had been a Specially Serviced Mortgage Loan but has ceased to be such in accordance with the definition of “Specially Serviced Mortgage Loan” (other than by reason of a Liquidation Event occurring in respect of such Serviced Mortgage Loan, Serviced Loan Combination or the related Mortgaged Property becoming an REO Property).
 
Corresponding REMIC II Regular Interest(s)”:  (a) With respect to any Class of Principal Balance Certificates, the REMIC II Regular Interest opposite which such Class of Principal Balance Certificates is set forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding REMIC II Regular Interests”; (b) with respect to any REMIC III Component of the Class X-A Certificates, the REMIC II Regular Interest opposite which such REMIC III Component is set forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding REMIC II Regular Interests”; and (c) with respect to any REMIC III Component of the Class X-B Certificates, the REMIC II Regular Interest opposite which such REMIC III Component is set forth in the Preliminary Statement in the table entitled “REMIC III—Corresponding REMIC II Regular Interests”.
 
CREFC”:  The Commercial Real Estate Finance Council, 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, 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 one of whose principal purposes 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
 
 
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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 reasonably acceptable to the Master Servicer, the Certificate Administrator, the Trustee, the Special Servicer, the Trust Advisor and the Subordinate Class Representative.
 
CREFC Advance Recovery Report”:  The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer, the Special Servicer and the Certificate Administrator.  The preparation of each CREFC Advance Recovery Report shall constitute a responsibility of the Master Servicer and shall not constitute a responsibility of any other party.  Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be required to deliver a CREFC Advance Recovery Report with respect to any Collection Period prior to the date when a Workout-Delayed Reimbursement Amount or a Nonrecoverable Advance exists with respect to any Mortgage Loan.
 
CREFC Bond Level File”:  The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Bond Level File” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Certificate Administrator.
 
CREFC Collateral Summary File”:  The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Collateral Summary File” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Certificate Administrator.
 
CREFC Comparative Financial Status Report”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer and the Special Servicer.
 
CREFC Delinquent Loan Status Report”:  A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Delinquent
 
 
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Loan Status Report” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer and the Special Servicer.
 
CREFC Financial File”:  A monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Financial File” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer.
 
CREFC Historical Loan Modification & Corrected Mortgage Loan Report”:  A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Loan Modification Report” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer and the Special Servicer.
 
CREFC Investor Reporting Package”:  Collectively:
 
(a)           the following electronic data files:  (i) CREFC Loan Setup File, (ii) CREFC Loan Periodic Update File, (iii) CREFC Property File, (iv) CREFC Bond Level File, (v) CREFC Financial File, (vi) CREFC Collateral Summary File and (vii) CREFC Special Servicer Loan File; and
 
(b)           the following supplemental reports:  (i) CREFC Delinquent Loan Status Report, (ii) CREFC Historical Loan Modification & 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 NOI Adjustment Worksheet, (viii) CREFC Loan Level Reserve/LOC Report, (ix) CREFC Reconciliation of Funds Report, (x) CREFC Advance Recovery Report and (xi) solely with respect to the Loan Combinations, CREFC Total Loan Report.
 
Notwithstanding anything in this Agreement to the contrary, in the event any of the electronic files listed in clause (a) of this definition or any of the supplemental reports listed in clause (b) of this definition are amended or changed in any material respect by the CREFC and placed on the CREFC Website or otherwise recommended by the CREFC for commercial mortgage-backed securities transactions generally, so long as such electronic files and such supplemental reports are reasonably acceptable (as applicable) to the Master Servicer and the Special Servicer, then same shall be used with respect to the Collection Period that commences
 
 
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at any time following the date that is not later than three (3) months following adoption of the form thereof by the CREFC.
 
CREFC Loan Level Reserve/LOC Report”:  A monthly report substantially in the form of, and containing the information called for in, the “Loan Level Reserve Report” as adopted by the CREFC and made available at the CREFC Website.
 
CREFC Loan Periodic Update File”:  The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Periodic Update File” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer, the Special Servicer and the Certificate Administrator.
 
CREFC Loan Setup File”:  The data file substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Setup File” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer, the Special Servicer and the Certificate Administrator.
 
CREFC NOI Adjustment Worksheet”:  An annual report substantially in the form of, and containing the information called for in, the downloadable form of the “NOI Adjustment Worksheet” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer and the Special Servicer.
 
CREFC Operating Statement Analysis Report”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis Report” available as of the Closing Date on the CREFC Website or in such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer.
 
CREFC Property File”:  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 recommended by the
 
 
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CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer and the Special Servicer.
 
CREFC Reconciliation of Funds Report”:  A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Reconciliation of Funds Report” available as of the Closing Date on the CREFC Website or in such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Certificate Administrator.
 
CREFC REO Status Report”:  A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “REO Status Report” available as of the Closing Date on the CREFC Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer and the Special Servicer.
 
CREFC Servicer Watch List”:  A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC Website, or in such other form for the presentation of such information and containing such additional information as may from time to time be adopted by the CREFC for commercial mortgage-backed securities transactions; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer.
 
CREFC Special Servicer Loan File”:  A data file 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 in such other form for the presentation of such information and containing such additional information as may from time to time be adopted by the CREFC for commercial mortgage-backed securities transactions; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Special Servicer.
 
CREFC Total Loan Report”:  A monthly report 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 in such other form for the presentation of such information and containing such additional information as may from time to time be adopted by the CREFC for commercial mortgage-backed securities transactions; provided, that, to the extent that such other form contemplates such additional information, such other form must be reasonably acceptable to the Master Servicer.
 
 
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CREFC Website”:  The CREFC’s Website located at “www.crefc.org” or such other primary website as the CREFC may establish for dissemination of its report forms.
 
Cross-Collateralized Group”:  Any group of Mortgage Loans that are cross-defaulted and cross-collateralized with each other.
 
Cross-Collateralized Mortgage Loan”:  Any Mortgage Loan, that is, by its terms, cross-defaulted and cross-collateralized with any other Mortgage Loan; provided that the Mortgage Loans that are part of any Loan Combination shall not constitute Cross-Collateralized Mortgage Loans.
 
Custodian”:  Wells Fargo Bank, National Association, in its capacity as Certificate Administrator hereunder, or any successor certificate administrator appointed as herein provided.
 
Cut-off Date”:  With respect to each Mortgage Loan, the Due Date for the Monthly Payment due on such Mortgage Loan in December 2012 (or, in the case of any Mortgage Loan that has its first Due Date in January 2013, the date that would have been its Due Date in December 2012 under the terms of that Mortgage Loan if a Monthly Payment were scheduled to be due in that month).
 
Cut-off Date Pool Balance”:  The aggregate Cut-off Date Principal Balance of all the Original Mortgage Loans.
 
Cut-off Date Principal Balance”:  With respect to any Mortgage Loan, the outstanding principal balance of such Mortgage Loan as of its Cut-off Date, after application of all payments of principal due on or before such date, whether or not received.
 
DBRS”:  DBRS, Inc. or its successor in interest.  If neither such rating agency nor any successor remains in existence, “DBRS” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor (and such designation shall be deemed to be reasonable if the Person so designated is an NRSRO that has been regularly engaged in rating new-issue CMBS transactions during the 12 months preceding the designation), 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.  References herein to “applicable rating category” (other than such references to “highest applicable rating category”) shall, in the case of DBRS, be deemed to refer to such applicable rating category of DBRS, without regard to any plus or minus or other comparable rating qualification.
 
Default Charges”:  Default Interest and/or late payment charges that are paid or payable, as the context may require, in respect of any Mortgage Loan or Serviced Pari Passu Companion Loan or REO Mortgage Loan.
 
Default Interest”:  With respect to any Mortgage Loan (or successor REO Mortgage Loan) or Serviced Pari Passu Companion Loan, any amounts collected thereon, other than late payment charges, Prepayment Premiums or Yield Maintenance Charges, that represent interest in excess of interest (exclusive, if applicable, of Post-ARD Additional Interest) accrued
 
 
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on the principal balance of such Mortgage Loan (or REO Mortgage Loan) or Serviced Pari Passu Companion Loan at the related Mortgage Rate, such excess interest arising out of a default under such Mortgage Loan or Serviced Pari Passu Companion Loan.
 
Defaulted Mortgage Loan”:  A Serviced Mortgage Loan that is both (A) a Specially Serviced Mortgage Loan and (B) either (i) delinquent 120 days or more with respect to any Balloon Payment or sixty (60) days or more with respect to any other Monthly Payment, with such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note, or (ii) a Serviced Mortgage Loan as to which the amounts due thereunder have been accelerated following any other material default.
 
Defective Mortgage Loan”:  Any Mortgage Loan as to which there exists a Material Breach or a Material Document Defect that has not been cured in all material respects.
 
Definitive Certificate”:  As defined in Section 5.03(a).
 
Definitive Non-Registered Certificate”:  Any Non-Registered Certificate that constitutes a Definitive Certificate.
 
Deleted Mortgage Loan”:  A Defective Mortgage Loan that is purchased or repurchased, as the case may be, from the Trust or replaced with one or more Replacement Mortgage Loans, in either case as contemplated by Section 2.03.
 
Depositor”:  Wells Fargo Commercial Mortgage Securities, Inc., or its successor in interest.
 
Depository”:  The Depository Trust Company or any successor Depository hereafter named as contemplated by Section 5.03(c).  The nominee of the initial Depository for purposes of registering those Certificates that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
 
Depository Participant”:  A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository effects book-entry transfers and pledges of securities deposited with the Depository.
 
Designated Sub-Servicer”:  A Sub-Servicer or Additional Servicer required by a Mortgage Loan Seller to be retained by the Master Servicer, as listed on Schedule IV hereto, including the Primary Servicer.
 
Designated Sub-Servicing Agreement”:  Any Sub-Servicing Agreement between a Designated Sub-Servicer and the Master Servicer, including the Primary Servicing Agreement.
 
Designated Trust Advisor Expenses”:  Any Trust Advisor Expenses for which the Trust Advisor is indemnified under this Agreement or for which any Non-Trust Trust Advisor is entitled to indemnification under the related Intercreditor Agreement and arise from
 
 
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any legal action that is pending or threatened against the Trust Advisor or any Non-Trust Trust Advisor at the time of its discharge, termination or resignation under this Agreement or the related Non-Trust Pooling and Servicing Agreement.
 
Determination Date”:  The 11th day of each month, or if such 11th day is not a Business Day, the Business Day immediately following such 11th day, commencing in January 2013.
 
Directly Operate” or “Directly Operating”:  With respect to any Administered REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of such Administered REO Property, the holding of such Administered REO Property primarily for sale or lease, the performance of any construction work thereon or any use of such Administered REO Property in a trade or business conducted by the Trust other than through an Independent Contractor; provided, that the Special Servicer shall not be considered to Directly Operate an Administered REO Property solely because the Special Servicer 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 Administered REO Property.
 
Disclosable Special Servicer Fees”:  With respect to any Mortgage Loan, Serviced Loan Combination or Administered REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, or rebates, and as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan and any purchaser of any Mortgage Loan, Serviced Loan Combination or Administered REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan or Serviced Loan Combination, the management or disposition of any Administered 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 compensation to which the Special Servicer is entitled pursuant to Section 3.11 of this Agreement.
 
Discount Rate”:  As defined in Section 4.01(c).
 
Disqualified Non-United States Tax Person”:  With respect to any Class R Certificate, any Non-United States Tax Person or agent thereof other than:  (1) a Non-United States Tax Person that (a) holds such Class R Certificate and, for purposes of Treasury Regulations Section 1.860G-3(a)(3), is subject to tax under Section 882 of the Code, (b) certifies that it understands that, for purposes of Treasury Regulations Section 1.860E-1(c)(4)(ii), as a holder of such Class R Certificate for United States federal income tax purposes, it may incur tax liabilities in excess of any cash flows generated by such Class R Certificate and intends to pay taxes associated with holding such Class R Certificate, and (c) has furnished the Transferor, the Trustee, the Certificate Administrator and the Tax Administrator with an effective IRS Form W-8ECI or successor form and has agreed to update such form as required under the applicable Treasury regulations; or (2) a Non-United States Tax Person that has delivered to the Transferor, the Trustee, the Certificate Administrator and the Tax Administrator an opinion of nationally recognized tax counsel to the effect that (x) the Transfer of such Class R Certificate to it is in
 
 
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accordance with the requirements of the Code and the regulations promulgated thereunder and (y) such Transfer of such Class R Certificate will not be disregarded for United States federal income tax purposes.
 
Disqualified Organization”:  Any of the following:  (i) the United States or a possession thereof, 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 Freddie Mac, 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) any organization (except certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381 of the Code or (v) any other Person so designated by the Tax Administrator, based upon an Opinion of Counsel delivered to the Tax Administrator (but not at the Tax Administrator’s expense) to the effect that the holding of an Ownership Interest in a Class R Certificate by such Person may cause the Trust 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.
 
Disqualified Partnership”:  Any domestic entity classified as a partnership under the Code if any of its direct or indirect beneficial owners (other than through a U.S. corporation) are (or, under the applicable partnership agreement, are permitted to be) Disqualified Non-United States Tax Persons.
 
Distribution Account”:  The segregated account or accounts created and maintained by the Certificate Administrator on behalf of the Trustee, pursuant to Section 3.04(b), in trust for the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association [or the name of any successor Certificate Administrator], as Certificate Administrator, on behalf of U.S. Bank National Association [or the name of any successor Trustee], as Trustee, in trust for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, Distribution Account”.
 
Distribution Date”:  The fourth Business Day following the Determination Date in each month, commencing in January 2013.  The first Distribution Date shall be January 17, 2013.
 
Distribution Date Statement”:  As defined in Section 4.02(a).
 
Document Defect”:  As defined in Section 2.03(a).
 
Dodd-Frank Act”:  The Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended.
 
 
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DTC”:  The Depository Trust Company.
 
Due Date”:  With respect to (i) any Mortgage Loan or Serviced Loan Combination on or prior to its Stated Maturity Date, the day of the month set forth in the related Mortgage Note on which each Monthly Payment on such Mortgage Loan or Serviced Loan Combination is scheduled to be first due; (ii) any Mortgage Loan after its Stated Maturity Date, the day of the month set forth in the related Mortgage Note on which each Monthly Payment on such Mortgage Loan or Serviced Loan Combination had been scheduled to be first due; and (iii) any REO Mortgage Loan, the day of the month set forth in the related Mortgage Note on which each Monthly Payment on the related Mortgage Loan or Serviced Loan Combination had been scheduled to be first due.
 
EDGAR”:  The Electronic Data Gathering, Analysis, and Retrieval System of the Commission, which is the computer system for the receipt, acceptance, review and dissemination of documents submitted to the Commission in electronic format.
 
EDGAR-Compatible Format”: means any format compatible with EDGAR, including HTML, Word, Excel or clean, searchable PDFs.
 
Eligible Account”:  Any of (i) an account maintained with a federal or state chartered depository institution or trust company, (A) the long-term deposit or long-term unsecured debt obligations of which are rated no less than “A2” by Moody’s and no less than “A” by DBRS or, if not rated by DBRS, an equivalent 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 (B) the short-term deposit or short-term unsecured debt obligations of which are rated no less than “P-1” by Moody’s and no less than “R-1 (middle)” by DBRS or, if not rated by DBRS, an equivalent 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 thirty (30) days or less, in any event at any time funds are on deposit therein, (ii) for so long as WFB serves as Master Servicer hereunder, an account maintained with WFB, a wholly-owned subsidiary of Wells Fargo & Co., provided that such subsidiary’s or its parent’s (A) commercial paper, short-term unsecured debt obligations or other short-term deposits are rated no less than “P-1” by Moody’s and no less than “R-1 (middle)” by DBRS, or if not rated by DBRS, an equivalent 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, or (B) long-term unsecured debt obligations are rated at least “Aa3” by Moody’s and at least “AA (low)” by DBRS, or if not rated by DBRS, an equivalent rating by at least two NRSROs (which may include S&P, Fitch and/or Moody’s), if the accounts are to be held in the account for more than thirty (30) days, (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 or the Trustee) acting in its fiduciary capacity which institution or trust company is rated at least “Baa3” by Moody’s 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 “Baa3” by Moody’s, (iv) an account or accounts maintained with PNC Bank, National Association so
 
 
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long as PNC Bank, National Association’s long-term unsecured debt obligations are rated at least “A2” by Moody’s and at least “A” by DBRS, or if not rated by DBRS, an equivalent 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 more than thirty (30) days, or PNC Bank, National Association’s short-term deposit or short-term unsecured debt obligations are rated at least “P-1” by Moody’s and at least “R-1 (middle)” by DBRS, or if not rated by DBRS, an equivalent 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, (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) - (iv) 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.
 
Emergency Advance”:  Any Servicing Advance, whether or not it is a Servicing Advance that, pursuant hereto, the Special Servicer is required to make or to request the Master Servicer to make, that must be made within two (2) Business Days of the Special Servicer becoming aware that it must be made in order to avoid any material penalty, any material harm to a Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination or any other material adverse consequence to the Trust Fund.
 
Environmental Insurance Policy”:  With respect to any Mortgaged Property securing a Serviced Mortgage Loan or any Administered REO Property, any insurance policy covering pollution conditions and/or other environmental conditions that is maintained from time to time in respect of such Mortgaged Property or Administered REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders.
 
ERISA”:  The Employee Retirement Income Security Act of 1974, as amended.
 
Escrow Payment”:  Any payment received by the Master Servicer or the Special Servicer for the account of the Borrower under any Serviced Mortgage Loan or Serviced Loan Combination for application toward the payment of real estate taxes, assessments, insurance premiums (including with respect to any Environmental Insurance Policy), ground rents (if applicable) and similar items in respect of the related Mortgaged Property.
 
Euroclear”:  The Euroclear System or any successor thereto.
 
Excess Liquidation Proceeds”:  The excess, if any, of (a) the Net Liquidation Proceeds from the sale or liquidation of a Specially Serviced Mortgage Loan or an Administered REO Property (or the proceeds of the final payment (including any full, partial or discounted payoff) on a Defaulted Mortgage Loan or a Corrected Mortgage Loan that were Received by the Trust, net of any and all fees, expenses and costs payable therefrom), over (b) the sum of (i) the amount needed to pay all principal, interest (including Default Interest and (if applicable) Post-ARD Additional Interest), Prepayment Premiums or Yield Maintenance Charges (as applicable) and late payment charges payable with respect to such Mortgage Loan or the related REO Mortgage Loan, as the case may be (together with, without duplication, any outstanding
 
 
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Unliquidated Advances in respect of any such principal or interest), in full, (ii) any other fees that would constitute Additional Master Servicing Compensation and/or Additional Special Servicing Compensation, (iii) any related unreimbursed Servicing Advances (together with, without duplication, outstanding Unliquidated Advances in respect of prior Servicing Advances), (iv) all unpaid Advance Interest on any related Advances (but (for the avoidance of doubt) excluding any Unliquidated Advances), (v) any related Liquidation Fee and/or Special Servicing Fees paid or payable in respect of such Specially Serviced Mortgage Loan or the related REO Mortgage Loan, (vi) any other Additional Trust Fund Expenses paid or payable in respect of such Mortgage Loan or Administered REO Property, and (vii) in the case of (a) any Specially Serviced Mortgage Loan that is a Serviced Loan Combination or (b) any Administered REO Property relating to a Serviced Loan Combination, any portion of such Net Liquidation Proceeds payable to any one or more of the related Serviced Pari Passu Companion Loan Holder(s) pursuant to the terms of the related Intercreditor Agreement.  With respect to any Non-Serviced Loan Combination, Excess Liquidation Proceeds shall mean the Non-Trust-Serviced Pooled Mortgage Loan’s pro rata share of any “Excess Liquidation Proceeds” determined in accordance with the Non-Trust Pooling and Servicing Agreement that are Received by the Trust.
 
Excess Liquidation Proceeds Account”:  The segregated account (or the sub-account of the Distribution Account) created and maintained by the Certificate Administrator on behalf of the Trustee pursuant to Section 3.04(d) in trust for the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association [or the name of any successor Certificate Administrator], as Certificate Administrator on behalf of U.S. Bank National Association [or name of any successor Trustee], as Trustee, in trust for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, Excess Liquidation Proceeds Account”.
 
Excess Servicing Fee Rate”:  With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO Mortgage Loan with respect thereto), a rate per annum equal to zero (0) basis points.  If the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, such rate shall be subject to reduction at any time following any resignation of the Master Servicer pursuant to Section 6.04 (if no successor is appointed in accordance with Section 6.04(b)) or any termination of the Master Servicer pursuant to Section 7.01, 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 7.02.
 
Excess Servicing Fee Right”:  With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO Mortgage Loan with respect thereto), the right to receive Excess Servicing Fees.  In the absence of any transfer of the Excess Servicing Fee Right, the Master Servicer shall be the owner of such Excess Servicing Fee Right.
 
Excess Servicing Fees”:  With respect to each Mortgage Loan (and any successor REO Mortgage Loan with respect thereto), that portion of the Master Servicing Fees that accrue at a per annum rate equal to the Excess Servicing Fee Rate.
 
Excess Trust Advisor Expenses”:  With respect to each Distribution Date, an amount equal to the positive amount, if any, of the Trust Advisor Expenses for such Distribution
 
 
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Date, less the amount of any such Trust Advisor Expenses allocated to reduce the aggregate Interest Distribution Amount of the Class B, Class C and Class D Certificates for such Distribution Date.
 
Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
Exemption”:  PTE 96-22 issued to a predecessor of Wells Fargo Securities and PTE 90-59 issued to RBSSI (formerly known as Greenwich Capital Markets Inc.) each as amended by PTE 97-34, PTE 2000-58, PTE 2002-41 and PTE 2007-5 and as may be subsequently amended following the Closing Date.
 
Exemption-Favored Party”:  Any of (i) Wells Fargo Securities, (ii) RBSSI, (iii) any Person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Wells Fargo Securities or RBSSI and (iv) any member of any underwriting syndicate or selling group of which any Person described in clauses (i), (ii) and (iii) is a manager or co-manager with respect to a Class of Certificates.
 
Fannie Mae”:  The Federal National Mortgage Association or any successor thereto.
 
FDIC”:  The Federal Deposit Insurance Corporation or any successor thereto.
 
Final Asset Status Report”:  As defined in Section 3.24(a).
 
Final Distribution Date”:  The Distribution Date on which the final distribution is to be made with respect to the Certificates in connection with a termination of the Trust Fund pursuant to Article IX.
 
Final Recovery Determination”:  A determination by the Special Servicer with respect to any Specially Serviced Mortgage Loan or Corrected Mortgage Loan or Administered REO Property, or by the Non-Trust Special Servicer with respect to a Non-Trust-Serviced Pooled Mortgage Loan that is a “Specially Serviced Mortgage Loan” (as defined in the related Non-Trust Pooling and Servicing Agreement) or any related Administered REO Property, that there has been a recovery of all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other payments or recoveries that the Special Servicer or the Master Servicer has determined, in accordance with the Servicing Standard, will be ultimately Received by the Trust; provided that the term Final Recovery Determination shall not apply to:  (i) a Mortgage Loan or Serviced Loan Combination that was paid in full (including by means of a payoff on behalf of the Borrower, or the purchase of such Mortgage Loan or Serviced Loan Combination, by a mezzanine lender or another creditor of the related Borrower in connection with a Mortgage Loan default, as set forth in the related intercreditor agreement) or (ii) a Mortgage Loan, Serviced Loan Combination or Administered REO Property, as the case may be, that was purchased by (a) any Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement, (b) an Interested Person, the Trustee or the Majority Subordinate Certificateholder in connection with the purchase of a Mortgage Loan or Administered REO Property pursuant to Section 3.18, (c) any Subordinate Class Certificateholder(s), the Master Servicer or the Special Servicer pursuant to Section 9.01 or (d) in respect of a Non-Trust-Serviced Pooled Mortgage Loan by any other party pursuant to the related Intercreditor
 
 
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Agreement and/or pursuant to terms analogous to those set forth in clause (ii)(a), (b) or (c) above contained in the related Non-Trust Pooling and Servicing Agreement; and provided, further, that, for purposes of making any such determination with respect to a Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, the Master Servicer shall be entitled to rely on, and shall be required to follow, any such determination made pursuant to the Non-Trust Pooling and Servicing Agreement by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer, as applicable.
 
Fitch”:  Fitch, 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 (and such designation shall be deemed to be reasonable if the Person so designated is an NRSRO that has been regularly engaged in rating new-issue CMBS transactions during the 12 months preceding the designation), notice of which designation shall be given to the other parties hereto, and specific ratings of Fitch, Inc. herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.  References herein to “applicable rating category” (other than such references to “highest applicable rating category”) shall, in the case of Fitch, be deemed to refer to such applicable rating category of Fitch, without regard to any plus or minus or other comparable rating qualification.
 
Form 8-K Disclosure Information”:  As defined in Section 11.10.
 
Form 10-K Filing Deadline”:  As defined in Section 11.08.
 
Freddie Mac”:  The Federal Home Loan Mortgage Corporation or any successor thereto.
 
GAAP”:  Generally accepted accounting principles in the United States.
 
Global Certificates”:  The Rule 144A Global Certificates and the Regulation S Global Certificates, collectively.
 
Grantor Trust”:  A grantor trust as defined under subpart E of part 1 of subchapter J of the Code.
 
Grantor Trust Pool”:  The Grantor Trust created herein containing the Grantor Trust V Assets.
 
Grantor Trust Provisions”:  Subpart E of part I of subchapter J of the Code, including Treasury Regulations Section 301.7701-4(c)(2).
 
Grantor Trust V Assets”:  The assets held in the Grantor Trust Pool for the benefit of the Class V Certificates as described in Section 2.17(a).
 
Ground Lease”:  The ground lease pursuant to which any Borrower holds a leasehold interest in the related Mortgaged Property, together with any estoppels or other agreements executed and delivered by the ground lessor in favor of the lender under the related Mortgage Loan(s).
 
 
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Hazardous Materials”:  Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including those so identified pursuant to CERCLA or any other federal, state or local environmental related laws and regulations now existing or hereafter enacted, and specifically including asbestos and asbestos-containing materials, polychlorinated biphenyls (“PCBs”), radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory”, “usable work in process” or similar classification which would, if classified as unusable, be included in the foregoing definition.
 
Holder”:  As defined in the definition of “Certificateholder”.
 
Independent”:  When used with respect to any specified Person, any such Person who is (i) in fact independent of, (ii) does not have any direct financial interest in or any material indirect financial interest in any of and (iii) is not connected (as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions) with, any of the following and any and all Affiliates thereof:  the Depositor, each Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, the Subordinate Class Representative, and, insofar as the relevant matter involves a Non-Trust-Serviced Pooled Mortgage Loan (whether alone or together with one or more other Mortgage Loans), each Non-Trust Depositor, Non-Trust Master Servicer, Non-Trust Special Servicer, Non-Trust Certificate Administrator, Non-Trust Trustee, Non-Trust Trust Advisor and Non-Trust Subordinate Class Representative and any and all Affiliates thereof; provided, that a Person shall not fail to be Independent of any of the aforementioned parties merely because such Person is the beneficial owner of 1% or less of any class of securities issued by any such party; provided that such ownership constitutes less than 1% of the total assets owned by such Person.
 
Independent Contractor”:  (a) Any Person that would be an “independent contractor” with respect to any REMIC Pool within the meaning of Section 856(d)(3) of the Code if such REMIC Pool were a real estate investment trust (except that the ownership test set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no expense to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust, delivered to the Trustee), provided that (i) the Trust does not receive or derive any income from such Person and (ii) the relationship between such Person and the Trust is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5); or (b) any other Person upon receipt by the Trustee of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator or the Trust, to the effect that the taking of any action in respect of any Administered 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 Administered REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code, or cause any income realized in respect of such Administered REO Property to fail to qualify as Rents from Real Property.
 
Initial Majority Subordinate Certificateholder”:  Eightfold Real Estate Capital Fund II, L.P., a Delaware limited partnership.
 
 
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Initial Resolution Period”:  As defined in Section 2.03(b).
 
Initial Subordinate Class Representative”:  Eightfold Real Estate Capital Fund II, L.P., a Delaware limited partnership.
 
Insolvency Event”:  With respect to any Person, an Insolvency Event shall be deemed to have occurred if (A) 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, administrator or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Person and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period of sixty (60) days, (B) such Person shall consent to the appointment of a conservator, receiver, liquidator, administrator or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Person or of or relating to all or substantially all of its property, or (C) such Person 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.
 
Institutional Accredited Investor”:  An institution which is an “accredited investor” as defined in any of paragraphs (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or any entity in which all of the equity owners come within such paragraphs.
 
Insurance Policy”:  With respect to any Mortgage Loan or REO Property, any hazard insurance policy, terrorism insurance policy, flood insurance policy, title insurance policy, earthquake insurance policy, Environmental Insurance Policy, business interruption insurance policy or other insurance policy that is maintained from time to time in respect of such Mortgage Loan (or the related Mortgaged Property) or such REO Property, as the case may be.
 
Insurance Proceeds”:  Proceeds paid under any Insurance Policy and received by or on behalf of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer (including with respect to a Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, any such proceeds remitted to the Master Servicer by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer pursuant to the related Intercreditor Agreement and/or the related Non-Trust Pooling and Servicing Agreement), to the extent such proceeds are not applied to the restoration of the related Mortgaged Property or REO Property (or placed in a reserve account for that purpose) or released to the related Borrower or any other third-party pursuant to the terms of the related Mortgage or lease, in accordance with the Servicing Standard.
 
Insured Environmental Event”:  As defined in Section 3.07(d).
 
Intercreditor Agreement”:  With respect to any Loan Combination, the related agreement between noteholders, intercreditor, co-lender or similar agreement in effect from
 
 
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time-to-time by and between the holders of the related Mortgage Loan and the related Pari Passu Companion Loan relating to the relative rights of such holders.
 
Interest Accrual Basis”:  The basis on which interest accrues in respect of any Mortgage Loan, any REMIC I Regular Interest, any REMIC II Regular Interest, any Regular Certificate or any particular REMIC III Component of a Class of Interest Only Certificates, in each case consisting of one of the following:  (i) a 30/360 Basis; or (ii) an Actual/360 Basis.
 
Interest Accrual Period”:  With respect to any REMIC I Regular Interest, any REMIC II Regular Interest, any Regular Certificate or any particular REMIC III Component of a Class of Interest Only Certificates, for any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs, and calculated assuming that each month has 30 days and each year has 360 days.
 
Interest Distribution Amount”:  With respect to any Class of Regular Certificates for any Distribution Date, an amount of interest equal to the sum of (I) (A) the amount of Accrued Certificate Interest in respect of such Class of Regular Certificates for the related Interest Accrual Period, reduced (to not less than zero) by that portion, if any, of the Net Aggregate Prepayment Interest Shortfall for such Distribution Date allocated to such Class of Regular Certificates as provided below (such Accrued Certificate Interest, the “Unadjusted Distributable Certificate Interest” for such Class and Distribution Date) and (II) any shortfall between the amount described in clause (I) for any prior Distribution Date and the amount of interest actually distributed on such Class on such prior Distribution Date and remaining unpaid as of this Distribution Date (such amounts described in this clause (II), a “Class Interest Shortfall”); provided, that such sum shall be adjusted as follows:  (i) in the case of the Class B, Class C and Class D Certificates, such sum shall be reduced by the amount of Trust Advisor Expenses allocated to such Class under Section 4.05; (ii) if and to the extent that any such Trust Advisor Expenses were previously allocated to reduce such sum on the Class B and/or Class C Certificates on a prior Distribution Date, such sum shall be increased (in each case, up to the amount of the Trust Advisor Expenses previously so allocated to such Class), and such sum on the Class D and (if necessary) Class C Certificates (in that order) will be reduced (in each case, up to such sum for such Class); (iii) if any such Trust Advisor Expenses were previously allocated to the Class B, Class C or Class D Certificates, and the expenses are subsequently recovered from a source other than the Borrowers under the Mortgage Loans or the related Mortgaged Properties, then, to the extent of any portion of such recovery remaining after application to reimburse the Holders of any Principal Balance Certificates that suffered write-offs in connection with Trust Advisor Expenses as provided in Section 4.01(a), such sums on such Classes in the aggregate will be increased by the amount of such recovery, which aggregate increase shall be allocated to the Class B, Class C and Class D Certificates, in that order, in each case up to the aggregate unrecovered amount of such Trust Advisor Expenses previously allocated to such Class; and (iv) if the Class Principal Balance of such Class of Regular Certificates is deemed to have been increased immediately prior to such Distribution Date pursuant to the proviso to the definition of “Class Principal Balance” because the Principal Distribution Amount for such Distribution Date includes any collections of amounts that (x) had previously been determined to constitute Nonrecoverable Advances, (y) were reimbursed to a party to this Agreement from the principal portions of P&I Advances and/or payments or other collections of principal on the Mortgage Pool in a Collection Period prior to the one related to
 
 
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such Distribution Date (pursuant to subsection (II)(iv) of Section 3.05(a)) and (z) were recovered in the Collection Period related to such Distribution Date, such sum shall be increased by interest at the Pass-Through Rate applicable to such Class for the applicable Interest Accrual Periods on the amount of such increase to its Certificate Principal Balance accrued from the Distribution Date on which the related Realized Loss was allocated to such Class as a result of the reimbursement of Nonrecoverable Advances to, but not including, such current Distribution Date (such amounts described in this clause (iv), “Recovered Interest Amounts”).
 
For purposes of clause (I)(A) above, the portion of the Net Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of Principal Balance Certificates in an amount equal to the product of (i) the amount of such Net Aggregate Prepayment Interest Shortfall and (ii) a fraction, the numerator of which is the Accrued Certificate Interest for such Class of Principal Balance Certificates for such Distribution Date and the denominator of which is the aggregate amount of Accrued Certificate Interest for all Classes of Principal Balance Certificates for such Distribution Date.  No portion of any Net Aggregate Prepayment Interest Shortfall for any Distribution Date shall be allocated to the Class X-A or Class X-B Certificates.
 
Interest Only Certificates”:  Collectively, the Class X-A and Class X-B Certificates.
 
Interest Reserve Account”:  The segregated account (or sub-account of the Distribution Account) created and maintained by the Certificate Administrator on behalf of the Trustee, pursuant to Section 3.04(c), in trust for the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association [or the name of any successor Certificate Administrator], as Certificate Administrator, on behalf of U.S. Bank National Association [or the name of any successor Trustee], as Trustee, in trust for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, Interest Reserve Account”.
 
Interest Reserve Amount”:  With respect to each Mortgage Loan that is an Interest Reserve Loan (or the related successor REO Mortgage Loan), for any Distribution Date that occurs during February of any year or during January of any year that is not a leap year, an amount equal to one day’s interest accrued at the related Net Mortgage Rate on the related Stated Principal Balance as of the end of the Collection Period related to such Distribution Date, but prior to giving effect to the application of any amounts due on the Due Date occurring in such Collection Period, to the extent that a Monthly Payment is Received by the Trust with respect to such Interest Reserve Loan for the related Due Date in the same month as such Distribution Date on or before the related Master Servicer Remittance Date or a P&I Advance is made under this Agreement with respect to such Interest Reserve Loan by such Distribution Date.  For purposes of calculating Interest Reserve Amounts, the Net Mortgage Rate for each Interest Reserve Loan shall be the Net Mortgage Rate in effect (including as a result of any step-up provision) under the original terms of such Interest Reserve Loan in effect as of the Closing Date, without regard to any modifications, extensions, waivers or amendments of such Interest Reserve Loan subsequent to the Closing Date (whether entered into by the Master Servicer, the Special Servicer, the Non-Trust Master Servicer or the Non-Trust Special Servicer or in connection with any bankruptcy, insolvency or other similar proceeding involving the related Borrower).
 
 
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Interest Reserve Loan”:  Each Mortgage Loan that is an Actual/360 Mortgage Loan (or any successor REO Mortgage Loan with respect thereto).
 
Interested Person”:  The Depositor, the Master Servicer, the Special Servicer, any Borrower, any manager of a Mortgaged Property, any independent contractor engaged by the Special Servicer, the Trust Advisor, or, in connection with any individual Mortgage Loan or holder of a related mezzanine loan, or any known Affiliate of any such party described above.
 
Investment Account”:  Each of the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, the Servicing Accounts, the Reserve Accounts, the REO Accounts, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account.
 
Investment Company Act”:  The Investment Company Act of 1940, as amended.
 
Investment Grade Certificate”:  As of any date of determination, a Certificate that is rated in one of the four highest generic rating categories by at least one Rating Agency that is defined as a “Rating Agency” under Section III of the Exemption.
 
Investor Confidentiality Agreement”:  An investor confidentiality agreement in the form of Exhibit K-3 hereto.
 
Investor Q&A Forum”:  As defined in Section 8.12(d).
 
Investor Registry”:  As defined in Section 8.12(e).
 
IRS”:  The Internal Revenue Service or any successor thereto.
 
Issue Price”:  With respect to each Class of Certificates, the “issue price” as defined in the Code and Treasury regulations promulgated thereunder.
 
KBRA”:  Kroll Bond Rating Agency, Inc. or its successor in interest.  If neither such rating agency nor any successor remains in existence, “KBRA” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor (and such designation shall be deemed to be reasonable if the Person so designated is an NRSRO that has been regularly engaged in rating new-issue CMBS transactions during the 12 months preceding the designation), 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.  References herein to “applicable rating category” (other than such references to “highest applicable rating category”) shall, in the case of KBRA, be deemed to refer to such applicable rating category of KBRA, without regard to any plus or minus or other comparable rating qualification.
 
Late Collections”:  (a) With respect to any Mortgage Loan or Serviced Loan Combination, all amounts Received by the Trust thereon during any Collection Period, whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which (as applied under Section 1.03) represent collections of the principal and/or interest portions of a Monthly Payment (other than a Balloon Payment) or an Assumed Monthly Payment
 
 
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in respect of such Mortgage Loan or Serviced Loan Combination due or deemed due on a Due Date in a previous Collection Period or on a Due Date during or prior to the month of the Cut-off Date for such Mortgage Loan or Serviced Loan Combination, and not previously Received by the Trust; and (b) with respect to any REO Mortgage Loan, all amounts Received by the Trust in connection with the related REO Property during any Collection Period, whether as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which (as applied under Section 1.03) represent collections of the principal and/or interest portions of a Monthly Payment (other than a Balloon Payment) or an Assumed Monthly Payment in respect of the predecessor Mortgage Loan or Serviced Loan Combination or the principal and/or interest portions of an Assumed Monthly Payment in respect of such REO Mortgage Loan due or deemed due on a Due Date in a previous Collection Period and not previously Received by the Trust.  Late Collections do not include Default Charges.
 
Latest Possible Maturity Date”:  With respect to any REMIC I Regular Interest, any REMIC II Regular Interest or any Class of Regular Certificates, the “latest possible maturity date” thereof, calculated solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii).
 
Letter of Credit”:  With respect to any Mortgage Loan or Serviced Loan Combination, any third-party letter of credit delivered by or at the direction of the related Borrower pursuant to the terms of such Mortgage Loan or Serviced Loan Combination in lieu of the establishment of, or deposit otherwise required to be made into, a Reserve Fund or otherwise pledged or assigned by the related Borrower as Additional Collateral.
 
Liberty Island”:  Liberty Island Group I LLC, a Delaware limited liability company or its successor in interest.
 
Liberty Island Group”:  Liberty Island Group LLC, a Delaware limited liability company or its successor in interest.
 
Liquidation Event”:  (a) With respect to any Mortgage Loan or Serviced Loan Combination, any of the following events:  (i) such Mortgage Loan or Serviced Loan Combination is paid in full, (ii) a Final Recovery Determination is made with respect to such Mortgage Loan or Serviced Loan Combination, (iii) such Mortgage Loan is repurchased or replaced by a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement, as contemplated by Section 2.03, (iv) such Mortgage Loan or Serviced Loan Combination is sold pursuant to Section 3.18, (v) such Mortgage Loan is purchased by any Subordinate Class Certificateholder(s), the Master Servicer or the Special Servicer pursuant to Section 9.01, (vi) such Mortgage Loan is acquired by the Sole Certificateholder(s) in exchange for all of the Certificates pursuant to Section 9.01, (vii) such Mortgage Loan or Serviced Loan Combination is paid off or purchased by the holder of a related mezzanine loan or another creditor of the Borrower in connection with a Mortgage Loan default, if so permitted and set forth in the related intercreditor agreement or (viii) in the case of a Non-Trust-Serviced Pooled Mortgage Loan, such Mortgage Loan is purchased by any party pursuant to terms analogous to those set forth in the preceding clauses (a)(i), (ii), (iii), (iv), (v), (vi) or (vii) contained in the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement; and (b) with respect to any REO Property (and the related REO Mortgage Loan), any of the
 
 
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following events:  (i) a Final Recovery Determination is made with respect to such REO Property, (ii) such REO Property is repurchased or replaced by a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement, as contemplated by Section 2.03, (iii) such REO Property is purchased by the Master Servicer, the Special Servicer or any Subordinate Class Certificateholder(s) pursuant to Section 9.01, or (iv) such REO Property is acquired by the Sole Certificateholder(s) in exchange for all of the Certificates pursuant to Section 9.01.
 
Liquidation Expenses”:  All customary, reasonable and necessary “out-of-pocket” costs and expenses due and owing (but not otherwise covered by Servicing Advances) in connection with the liquidation of any Specially Serviced Mortgage Loan or Administered REO Property pursuant to Section 3.09 or Section 3.18 (including legal fees and expenses, committee or referee fees and, if applicable, brokerage commissions and conveyance taxes).
 
Liquidation Fee”:  The fee designated as such in, and payable to the Special Servicer in connection with certain events in respect of a Specially Serviced Mortgage Loan or an Administered REO Property pursuant to, Section 3.11(c).
 
Liquidation Fee Rate”:  With respect to each Specially Serviced Mortgage Loan or Administered REO Property as to which a Liquidation Fee is payable, 1.00%.
 
Liquidation Proceeds”:  All cash amounts (other than Insurance Proceeds, Condemnation Proceeds and REO Revenues) Received by the Trust in connection with:  (i) the liquidation of a Mortgaged Property, REO Property or other collateral constituting security for a Defaulted Mortgage Loan (including for these purposes any defaulted Non-Trust-Serviced Pooled Mortgage Loan), through trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof required to be released to the related Borrower in accordance with applicable law and/or the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Borrower; (iii) the purchase of a Defaulted Mortgage Loan by the Special Servicer, the Majority Subordinate Certificateholder(s) or any assignee of either of them pursuant to Section 3.18; (iv) the repurchase or replacement of a Mortgage Loan or REO Property by a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement as contemplated by Section 2.03 of this Agreement; (v) the purchase of a Mortgage Loan or REO Property by the Master Servicer, the Special Servicer and/or any Subordinate Class Certificateholder(s) pursuant to Section 9.01; (vi) the acquisition of any Mortgage Loan or REO Property by the Sole Certificateholder(s) in exchange for all the Certificates pursuant to Section 9.01; (vii) the payoff or purchase of a Mortgage Loan or REO Property by the holder of a related mezzanine loan or another creditor of the Borrower in connection with a Mortgage Loan default, if so permitted and set forth in the related intercreditor agreement; (viii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(h) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller); or (ix) the purchase of
 
 
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a Non-Trust-Serviced Pooled Mortgage Loan by any party pursuant to the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement.
 
Loan Combination”:  A Serviced Loan Combination and/or a Non-Serviced Loan Combination, as the context may require.
 
Loss of Value Payment”:  As defined in Section 2.03(h) of this Agreement.
 
Loss of Value Reserve Fund”:  The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) designated as such pursuant to Section 3.04(g) of this Agreement.  The Loss of Value Reserve Fund will be part of the Trust Fund but not part of any REMIC Pool.
 
Majority Subordinate Certificateholder(s)”:  Subject to Section 3.23(i), as of any date of determination, any single Holder or group of Holders of Certificates representing a majority of the Voting Rights allocated to the outstanding Class (if any) of Control-Eligible Certificates that (a) is the most subordinate (based on the payment priorities set forth in Section 4.01(a)) outstanding such Class and (b)(i) during a Subordinate Control Period, has a Class Principal Balance, as reduced by any Appraisal Reduction Amounts allocable thereto, that is not less than 25% of the initial Class Principal Balance of such Class, and (ii) during a Collective Consultation Period, has a Class Principal Balance, without regard to any Appraisal Reduction Amounts allocable thereto, that is not less than 25% of the initial Class Principal Balance of such Class.
 
For purposes of the provisions of this Agreement that require any party hereto to deliver any information to the “Majority Subordinate Certificateholder” as such, (i) all Persons that alone or together constitute the Majority Subordinate Certificateholder(s) shall be deemed (by their receipt of such information) to have agreed to the confidentiality provisions of Exhibit K-3 hereto (as if they had executed a confidentiality agreement in such form) with respect to such information, (ii) if multiple Persons are the Majority Subordinate Certificateholder(s), then only one such Person shall be entitled to receive such information at any one time, which Person shall be designated by the Majority Subordinate Certificateholder(s), and (iii) such information need not be so delivered (notwithstanding the provision that otherwise requires such delivery) unless such Majority Subordinate Certificateholder(s) have delivered to the party required to make such delivery a certification or other reasonable evidence of their status as the Majority Subordinate Certificateholder(s) (upon which such party shall be entitled to rely), except that such certification or evidence need not be delivered by the Initial Majority Subordinate Certificateholder, and notified such party of the electronic or other address where the applicable information should be so delivered.
 
Master Servicer”:  Wells Fargo Bank, National Association, or any successor thereto (as master servicer) appointed as provided herein.
 
Master Servicer Remittance Amount”:  With respect to each Master Servicer Remittance Date, an amount equal to (a) all amounts on deposit in the Collection Account as of 11:00 a.m., New York City time, on such Master Servicer Remittance Date, net of (b) any portion of the amounts described in clause (a) of this definition that represents one or more of the
 
 
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following:  (i) collected Monthly Payments with respect to any Mortgage Loan that are due on a Due Date following the end of the related Collection Period, (ii) to the extent not covered by clause (i) above, any payments of principal (including Principal Prepayments) and interest, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds Received by the Trust with respect to any Mortgage Loan or REO Property after the end of the related Collection Period, (iii) any Prepayment Premiums and/or Yield Maintenance Charges Received by the Trust with respect to any Mortgage Loan or successor REO Mortgage Loan with respect thereto after the end of the related Collection Period, (iv) any Excess Liquidation Proceeds, (v) any amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xxi) of Section 3.05(a), and (vi) any amounts deposited in the Collection Account in error; provided that the Master Servicer Remittance Amount with respect to the Master Servicer for the Master Servicer Remittance Date that occurs in the same calendar month as the anticipated Final Distribution Date shall be calculated without regard to clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) of this definition.
 
Master Servicer Remittance Date”:  The Business Day immediately preceding each Distribution Date.
 
Master Servicing Fee”:  With respect to each Mortgage Loan, the Serviced Pari Passu Companion Loan and any successor REO Mortgage Loan with respect thereto, the fee designated as such and payable to the Master Servicer pursuant to Section 3.11(a).
 
Master Servicing Fee Rate”:  With respect to each Mortgage Loan, any Serviced Pari Passu Companion Loan and any successor REO Mortgage Loan with respect thereto, a rate per annum equal to the rate per annum specified as the “Master Servicing Fee Rate” on the Mortgage Loan Schedule, which rate includes, in each such case, the rate at which applicable primary and sub-servicing fees and Excess Servicing Fees accrue.  With respect to any Pari Passu Mortgage Loan, the “Master Servicing Fee Rate” (x) shall include a rate per annum equal to the Pari Passu Primary Servicing Fee Rate and (y) shall be reduced, from and after a securitization of the related Pari Passu Companion Loan, by a rate per annum equal to the Pari Passu Primary Servicing Fee Rate.  [With respect to any Pari Passu Companion Loan, the “Master Servicing Fee Rate” (x) shall be equal to a rate per annum equal to the Pari Passu Primary Servicing Fee Rate and (y) shall be reduced, from and after a securitization of such Pari Passu Companion Loan, to zero.]
 
Material Action”:  As defined in Section 3.24(c).
 
Material Breach”:  With respect to any Mortgage Loan, any Breach that materially and adversely affects the value of such Mortgage Loan or the interests of the Certificateholders in the affected Mortgage Loan.
 
Material Document Defect”:  With respect to any Mortgage Loan, any Document Defect that materially and adversely affects the value of such Mortgage Loan or the interests of the Certificateholders, or any of them, in the affected Mortgage Loan, including, but not limited to, a material and adverse effect on any of the distributions distributable with respect to any of the Certificates or on the value of those Certificates.  Notwithstanding the foregoing, the absence of a Specially Designated Mortgage Loan Document following the date and under the
 
 
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circumstances specified with respect to such Specially Designated Mortgage Loan Document in the second to last sentence of the first paragraph of Section 2.03(b), which absence results from the failure of the related Mortgage Loan Seller to deliver such Specially Designated Mortgage Loan Document in accordance with the terms of the related Mortgage Loan Purchase Agreement, shall also constitute a Material Document Defect to the extent set forth in the related Mortgage Loan Purchase Agreement.
 
Modification Fees”:  With respect to any Serviced Mortgage Loan or Serviced Loan Combination, any and all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer (as applicable), other than any Assumption Fees, Assumption Application Fees, consent fees and any defeasance fee; provided, that (A) in connection with each modification, restructure, extension, waiver or amendment that constitutes a workout of a Specially Serviced Mortgage Loan, the Modification Fees collected from the related Borrower will be subject to a cap of 1% of the outstanding principal balance of such Serviced Mortgage Loan or Serviced Loan Combination immediately after giving effect to such transaction; (B) the preceding clause (A) shall be construed only as a limitation on the amount of Modification Fees that may be collected in connection with each individual such transaction involving a Specially Serviced Mortgage Loan and not as a limitation on the cumulative amount of Modification Fees that may be collected in connection with multiple such transactions involving such Specially Serviced Mortgage Loan; and (C) for purposes of such preceding clauses (A) and (B), a Modification Fee shall be deemed to have been collected in connection with a workout of a Specially Serviced Mortgage Loan if such fee arises substantially in consideration of or otherwise in connection with such workout, whether the related Borrower must pay such fee upon the consummation of such workout and/or on one or more subsequent dates.
 
Modified Mortgage Loan”:  Any Specially Serviced Mortgage Loan which has been modified by the Special Servicer pursuant to Section 3.20 in a manner that:
 
(a)           materially affects the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing Monthly Payments current with respect to the Mortgage Loan or related Serviced Pari Passu Companion Loan);
 
(b)           except as expressly contemplated by the related Mortgage Loan Documents, results in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or the delivery of substitute real property collateral with a fair market value (as is), that is not less than the fair market value (as is) of the property to be released, as determined by an Appraisal delivered to the Special Servicer (at the expense of the related Borrower and upon which the Special Servicer may conclusively rely); or
 
(c)           in the reasonable judgment of the Special Servicer, otherwise materially impairs the security for such Specially Serviced Mortgage Loan or materially reduces the likelihood of timely payment of amounts due thereon.
 
 
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Monthly Payment”:  With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, as of any Due Date, the scheduled monthly debt service payment (or, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, the minimum monthly debt service payment required to be paid on a current basis) on such Mortgage Loan or Serviced Pari Passu Companion Loan that is actually payable by the related Borrower from time to time under the terms of the related Mortgage Note (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Borrower or by reason of a modification, extension, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.20 (or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer pursuant to the related Non-Trust Pooling and Servicing Agreement)), including any Balloon Payment payable in respect of such Mortgage Loan or Serviced Pari Passu Companion Loan on such Due Date; provided that (A) the Monthly Payment due in respect of any Mortgage Loan or Serviced Pari Passu Companion Loan shall not include Default Interest; and (B) the Monthly Payment due in respect of any ARD Mortgage Loan after its Anticipated Repayment Date shall not include Post-ARD Additional Interest.
 
Moody’s”:  Moody’s Investors Service, Inc. or its successor in interest.  If neither such rating agency nor any successor remains in existence, “Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor (and such designation shall be deemed to be reasonable if the Person so designated is an NRSRO that has been regularly engaged in rating new-issue CMBS transactions during the 12 months preceding the designation), 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.  References herein to “applicable rating category” (other than such references to “highest applicable rating category”) shall, in the case of Moody’s, be deemed to refer to such applicable rating category of Moody’s, without regard to any plus or minus or other comparable rating qualification.
 
Mortgage”:  With respect to any Mortgage Loan, separately and collectively, as the context may require, each mortgage, deed of trust, deed to secure debt or similar document that secures the related Mortgage Note and creates a lien on the related Mortgaged Property.
 
Mortgage File”:  With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, the following documents collectively with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan (which documents, in the case of each Mortgage Loan with a Serviced Pari Passu Companion Loan, except for the Mortgage Notes referred to in clause (i) below, relate to the entire Serviced Loan Combination):
 
(i)         (A) the original executed Mortgage Note, endorsed (either on the face thereof or pursuant to a separate allonge) “Pay to the order of U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, without recourse, representation or warranty” or in blank, and further showing a complete, unbroken chain of endorsement from the originator; or alternatively, if the original executed Mortgage Note has been lost,
 
 
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a lost note affidavit and indemnity with a copy of such Mortgage Note; and (B) in the case of the Serviced Pari Passu Companion Loan, a copy of the executed Mortgage Note for such Serviced Pari Passu Companion Loan;
 
(ii)       an original or a copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof prior to the assignment to the Trustee, in each case (unless the particular item has been delivered to but not returned from the applicable recording office) with evidence of recording indicated thereon; provided that if the original or a copy of the Mortgage cannot be delivered with evidence of recording thereon on or prior to the 90th 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 the public recording office retains the original or because such original Mortgage has been lost, there shall be delivered to the Custodian 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 Mortgage Loan Seller or a statement from the title agent to the effect 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 or retained by the appropriate public recording office, 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 original or a copy of any related Assignment of Leases (if any such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the Mortgage Loan or Loan Combination to the most recent assignee of record thereof prior to the Trustee, in each case (unless the particular item has been delivered to but not returned from the applicable recording office) with evidence of recording thereon;
 
(iv)      except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, an original executed assignment, in recordable form (except for recording information not yet available if the instrument being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related Assignment of Leases (if such item is a document separate from the Mortgage), in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10”, or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, and in its capacity as lead lender on behalf of the Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name of mortgaged property]” (or, in each case, a copy thereof certified to be the copy of such assignment submitted or to be submitted for recording);
 
 
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(v)       an original or a copy of any related Security Agreement (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the originator of the Mortgage Loan or Loan Combination to the most recent assignee of record thereof prior to the Trustee, if any;
 
(vi)      except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, an original assignment of any related Security Agreement (if such item is a document separate from the Mortgage) executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the originator, in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10”, or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, and as lead lender on behalf of the Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name of mortgaged property]”, which assignment may be included as part of the corresponding assignment of Mortgage referred to in clause (iv) above;
 
(vii)     originals or copies of any assumption, modification, written assurance, consolidation, extension and substitution agreements, if any, with evidence of recording thereon if the applicable document or instrument being modified or assumed, was recorded (unless the particular item has not been returned from the applicable recording office), in those instances where the terms or provisions of the Mortgage, Mortgage Note or any related security document have been materially modified or the Mortgage Loan has been assumed;
 
(viii)    the original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or, if the policy has not yet been issued, an original or copy of a written commitment “marked-up” at the closing of such Mortgage Loan interim binder or the pro forma title insurance policy, in each case evidencing a binding commitment to issue such policy);
 
(ix)       (A) filed copies (with evidence of filing) of any prior effective UCC Financing Statements in favor of the originator of such Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the related Mortgage Loan Seller had possession of such UCC Financing Statements prior to the Closing Date) and (B) except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, an original assignment thereof, in form suitable for filing, in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10”; or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates,
 
 
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Series 2012-C10, and as lead lender on behalf of the Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name of mortgaged property]” (or, in each case, a copy thereof certified to be the copy of such assignment submitted or to be submitted for filing);
 
(x)        if a portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest, the original or a copy of the Ground Lease or Space Lease relating to such Mortgage Loan, together with a notice to the related lessor of the transfer of the Mortgage Loan to the Trust or the Trustee on its behalf;
 
(xi)       except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, any original documents not otherwise described in the preceding clauses of this definition relating to, evidencing or constituting Additional Collateral (except that, in the case of such documents, if any, that are in the form of a Letter of Credit, the “Mortgage File” shall initially contain a copy of such Letter of Credit and the original of such Letter of Credit shall initially be delivered to the Master Servicer and, thereafter,  such original shall be maintained by the Master Servicer) and, if applicable, the originals or copies of any intervening assignments thereof;
 
(xii)      an original or a copy of the loan agreement, if any, related to such Mortgage Loan;
 
(xiii)     an original or a copy of the related guaranty of payment under such Mortgage Loan, if any;
 
(xiv)    an original or a copy of the lock-box agreement or cash management agreement relating to such Mortgage Loan, if any;
 
(xv)     an original or a copy of the environmental indemnity from the related Borrower or other party, if any;
 
(xvi)    an original or a copy of any intercreditor agreement or similar agreement relating to such Mortgage Loan (including, in the case of each Mortgage Loan that is included in a Loan Combination, the related Intercreditor Agreement);
 
(xvii)   an original or a copy of any management agreement with respect to the related Mortgaged Property if the manager thereunder is not an Affiliate of the Borrower and the initial Stated Principal Balance of such Mortgage Loan is greater than $20,000,000;
 
(xviii)  an original or a copy of any master operating lease with respect to the related Mortgaged Property;
 
(xix)     an original or a copy of any related Environmental Insurance Policy;
 
 
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(xx)       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; (b) either (i) a signed copy of the estoppel certificate or comfort letter delivered by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the Mortgage Loan in connection with the Mortgage Loan Seller’s origination or acquisition of the Mortgage Loan or Loan Combination, together with such instrument(s) of notice or transfer (if any) as are necessary to (A) transfer or assign to the Trust or the Trustee the benefits of such estoppel certificate or comfort letter or (B) request the issuance of a new estoppel certificate or comfort letter for the benefit of the Trust or the Trustee, or (ii) a copy of the estoppel certificate or comfort letter delivered by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the Mortgage Loan in connection with such origination or acquisition of the Mortgage Loan or Loan Combination, together with a signed copy or a fax copy of a new estoppel certificate or comfort letter (in substantially the same form and substance as the estoppel certificate or comfort letter delivered in connection with such origination or acquisition) by the franchisor, manager or similar person, as applicable, for the benefit of the Trust or the Trustee (and, if a fax copy of a new estoppel certificate or comfort letter is delivered, then the original copy shall be included in the “Mortgage File” promptly following receipt thereof by the related Mortgage Loan Seller); and (c) a copy of an instrument in which the Mortgage Loan Seller notifies the franchisor, manager or similar person, as applicable, of the transfer of such Mortgage Loan (and the related estoppel certificate or comfort letter) to the Trust pursuant to the related Mortgage Loan Purchase Agreement and this Agreement and directs such Person to deliver any and all notice of default or other correspondence under the related estoppel certificate or comfort letter to the Master Servicer, together with reasonable evidence of the delivery of such instrument to such franchisor, manager or similar person; and
 
(xxi)     a checklist (a “Mortgage File Checklist”) of the applicable documents described above and delivered in connection with the origination of such Mortgage Loan (which checklist may be in a reasonable form selected by the related Mortgage Loan Seller);
 
provided, that (A) whenever the term “Mortgage File” is used to refer to documents actually received by the Custodian, such term shall not be deemed to include such documents required to be included therein unless they are actually so received, and with respect to any receipt or certification by the Custodian for documents described in clauses (vi), (vii) and (ix) through (xx) of this definition, shall be deemed to include such documents only to the extent the Custodian has actual knowledge of their existence (and the Custodian shall be deemed to have actual knowledge of the existence of any document listed on the related Mortgage File Checklist); and (B) the “Mortgage File” for each Mortgage Loan that consists of a Mortgage Loan in a Serviced Loan Combination shall include the documents described above with respect to such Serviced Loan Combination, together with the original Intercreditor Agreement relating to such Mortgage Loan and a photocopy of the executed promissory note evidencing the related Serviced Pari Passu Companion Loan and (C) in connection with each Mortgage Loan in a Loan Combination,
 
 
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notwithstanding any contrary provision set forth above, (1) instruments of assignment may be in blank and need not be recorded pursuant to this Agreement, and (2)  following any Other Securitization of the related Pari Passu Companion Loan, the Person selling such Pari Passu Companion Loan to the Other Depositor, at its own expense will be (a) entitled to direct the Trustee or Custodian to deliver the originals of all mortgage loan documents in its possession (other than the promissory note evidencing the Mortgage Loan included in the Loan Combination) to the Other Trustee or custodian therefor, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Trustee or Custodian of photocopies of the mortgage loan documents so delivered to such Other Trustee or other custodian, (c) entitled to cause the completion and recordation of instruments of assignment in the name of such Other Trustee or other custodian, and (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded).
 
Mortgage File Checklist”:  As defined in clause (xxi) of the definition of “Mortgage File”.
 
Mortgage Loan”:  Each of the Original Mortgage Loans and Replacement Mortgage Loans that are from time to time held in the Trust Fund.  As used herein, the term “Mortgage Loan” includes the interest of the Trust Fund in the related Mortgage Loan Documents and each Non-Trust-Serviced Pooled Mortgage Loan, but does not include the Pari Passu Companion Loans.
 
Mortgage Loan Documents”:  With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, the documents included or required to be included, as the context may require, in the related Mortgage File and Servicing File.
 
Mortgage Loan Purchase Agreement”:  Any of (i) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between WFB, as seller, and the Depositor, as purchaser; (ii) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between RBS, as seller, and the Depositor, as purchaser; (iii) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, among Basis Real Estate Capital, as seller, Basis Investment, and the Depositor, as purchaser; (iv) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, among Liberty Island, as seller, Liberty Island Group and the Depositor, as purchaser; and (v) the Mortgage Loan Purchase Agreement dated as of the Pricing Date, between C-III, as seller, and the Depositor, as purchaser.
 
Mortgage Loan Schedule”:  The schedule of Mortgage Loans attached hereto as Schedule I, as any such schedule may be amended from time to time in accordance with this Agreement.  Such schedule shall set forth the following information with respect to each Mortgage Loan:
 
(i)         the identification number assigned to the Mortgage Loan in the Prospectus Supplement;
 
(ii)        the name of the Mortgage Loan/Mortgaged Property;
 
 
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(iii)       the street address (including city, state and zip code) of the related Mortgaged Property;
 
(iv)      the (A) original principal balance and (B) Cut-off Date Principal Balance;
 
(v)       the amount of the Monthly Payment due on the first Due Date following the Closing Date (and, if a Mortgage Loan currently requires only payments of interest but begins to amortize prior to Stated Maturity Date, on the first Due Date after amortization begins);
 
(vi)      the Mortgage Rate as of the Closing Date and the Interest Accrual Basis;
 
(vii)     (a) the Stated Maturity Date and (b) the original and remaining term to the Stated Maturity Date;
 
(viii)    in the case of a Mortgage Loan that is a Balloon Mortgage Loan, the original and remaining amortization term;
 
(ix)       whether such Mortgage Loan is a Cross-Collateralized Mortgage Loan and, if so, an identification of the Mortgage Loans with which such Mortgage Loan is cross-collateralized;
 
(x)        whether such Mortgage Loan provides for defeasance and if so, the period during which defeasance may occur and the periods when any Principal Prepayments must be accompanied by any Prepayment Premium or Yield Maintenance Charge;
 
(xi)       whether such Mortgage Loan is secured by a fee simple interest in the related Mortgaged Property; by the Borrower’s leasehold interest, and a fee simple interest, in the related Mortgaged Property; or solely by a leasehold interest in the related Mortgaged Property;
 
(xii)      the name of the related Mortgage Loan Seller;
 
(xiii)     the Administrative Fee Rate;
 
(xiv)     the Due Date;
 
(xv)      the number of grace days before such Mortgage Loan requires a late payment charge in connection with a delinquent Monthly Payment;
 
(xvi)     whether there exists (and, if so, the amount of) any Letter of Credit that constitutes Additional Collateral;
 
(xvii)   the related Borrower;
 
 
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(xviii)   the Excess Servicing Fee Rate and the Master Servicing Fee Rate for such Mortgage Loan.
 
Mortgage Loan Sellers”:  Collectively, WFB, RBS, RBSFP, Basis Real Estate Capital, C-III and Liberty Island.
 
Mortgage Note”:  The original executed promissory note evidencing the indebtedness of a Borrower under a Mortgage Loan, together with any rider, addendum or amendment thereto, or any renewal, substitution or replacement of such note.
 
Mortgage Pool”:  All of the Mortgage Loans and any successor REO Mortgage Loans, collectively, as of any particular date of determination.
 
Mortgage Rate”:  With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO Mortgage Loan with respect thereto), the related annualized rate at which interest (including, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, Post-ARD Additional Interest) is scheduled (in the absence of a default) to accrue on such Mortgage Loan or Serviced Pari Passu Companion Loan from time to time in accordance with the related Mortgage Note and applicable law, as such rate may be modified in accordance with Section 3.20 (or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, by the Non-Trust Master Servicer or the Non-Trust Special Servicer in accordance with the Non-Trust Pooling and Servicing Agreement) or in connection with a bankruptcy, insolvency or similar proceeding involving the related Borrower.  In the case of each ARD Mortgage Loan, the related Mortgage Rate shall increase in accordance with the related Mortgage Note if such ARD Mortgage Loan is not paid in full on or before its Anticipated Repayment Date.
 
Mortgaged Property”:  Individually and collectively, as the context may require, each real property (together with all improvements and fixtures thereon) subject to the lien of a Mortgage and constituting collateral for a Mortgage Loan or Loan Combination, as applicable.  With respect to any Cross-Collateralized Mortgage Loan, if and when the context may require, “Mortgaged Property” shall mean, collectively, all the mortgaged real properties (together with all improvements and fixtures thereon) securing the relevant Cross-Collateralized Group.
 
Mortgagee”:  The holder of legal title to any Mortgage Loan or Serviced Pari Passu Companion Loan, together with any third parties through which such holder takes actions with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan.
 
Net Aggregate Prepayment Interest Shortfall”:  With respect to any Distribution Date, the amount, if any, by which (a) the aggregate of all Prepayment Interest Shortfalls incurred in connection with the receipt of Principal Prepayments (and prepayment resulting from the receipt of Insurance Proceeds or Condemnation Proceeds) on the Mortgage Loans during the related Collection Period, exceeds (b) the aggregate amount of the Compensating Interest Payments remitted by the Master Servicer pursuant to Section 3.19(c) on the Master Servicer Remittance Date related to such Distribution Date.
 
Net Default Charges”:  With respect to any Mortgage Loan, Serviced Loan Combination or successor REO Mortgage Loan, the Default Charges referred to in clause third
 
 
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of Section 3.25(a) or clause fourth of Section 3.25(c), which are payable to the Master Servicer as Additional Master Servicing Compensation or the Special Servicer as Additional Special Servicing Compensation.
 
Net Investment Earnings”:  With respect to any Investment Account for any Collection Period, the amount, if any, by which the aggregate of all interest and other income realized during such Collection Period on funds held in such Investment Account (exclusive, in the case of a Servicing Account or a Reserve Account, of any portion of such interest or other income payable to a Borrower in accordance with the related Mortgage Loan Documents and applicable law), exceeds the aggregate of all losses and costs, if any, incurred during such Collection Period in connection with the investment of such funds in accordance with Section 3.06 (exclusive, in the case of a Servicing Account or a Reserve Account, of any portion of such losses that were incurred in connection with investments made for the benefit of a Borrower).
 
Net Investment Loss”:  With respect to any Investment Account for any Collection Period, the amount by which the aggregate of all losses, if any, incurred during such Collection Period in connection with the investment of funds held in such Investment Account for the benefit of the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable, in accordance with Section 3.06 (exclusive, in the case of a Servicing Account or a Reserve Account, of any portion of such losses that were incurred in connection with investments made for the benefit of a Borrower, and other than losses of what would otherwise have constituted interest or other income earned on such funds), exceeds the aggregate of all interest and other income realized during such Collection Period in connection with the investment of such funds for the benefit of the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable, in accordance with Section 3.06; provided that, in the case of any Investment Account and any particular investment of funds in such Investment Account, Net Investment Loss 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 same Person as the Person that made the relevant investment.
 
Net Liquidation Proceeds”:  The excess, if any, of all Liquidation Proceeds Received by the Trust with respect to any particular Specially Serviced Mortgage Loan or Administered REO Property, over the amount of all Liquidation Expenses (other than, with respect to the Serviced Loan Combination, the pro rata share of such Liquidation Expenses reimbursable to the parties hereto by the Serviced Pari Passu Companion Loan Holder pursuant to the related Intercreditor Agreement) incurred with respect thereto and all related Servicing Advances (other than, with respect to the Serviced Loan Combination, the pro rata share of such Servicing Advances reimbursable to the parties hereto by the Serviced Pari Passu Companion Loan Holder pursuant to the related Intercreditor Agreement) reimbursable therefrom.
 
Net Mortgage Rate”:  With respect to (i) any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto), the rate per annum equal to (a) the related Mortgage
 
 
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 Rate minus (b) the related Administrative Fee Rate and, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, the related Post-ARD Additional Interest Rate and (ii) any Serviced Pari Passu Companion Loan (or any successor REO Mortgage Loan with respect thereto), the rate per annum equal to (a) the related Mortgage Rate minus (b) the related Pari Passu Primary Servicing Fee Rate.
 
New Lease”:  Any lease of an Administered REO Property entered into at the direction of the Special Servicer, including any lease renewed, modified or extended on behalf of the Trust if the Special Servicer has the power to renegotiate the terms of such lease.
 
Non-Registered Certificate”:  Any Certificate that has not been subject to registration under the Securities Act.  As of the Closing Date, the Class X-A, Class X-B, Class D, Class E, Class F, Class G, Class R and Class V Certificates are Non-Registered Certificates.
 
Non-Serviced Companion Loan Holder”:  The holder of the promissory note evidencing any Non-Serviced Pari Passu Companion Loan.
 
Non-Serviced Loan Combination”:  Any mortgage loan not serviced under this Agreement that is divided into one or more notes, which includes a mortgage note that is included in the Trust and one or more pari passu mortgage notes not included in the Trust.  References herein to a Non-Serviced Loan Combination shall be construed to refer to the aggregate indebtedness under the related notes.  As of the Closing Date, there are no Non-Serviced Loan Combinations.  On and after the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Loan Combination shall be a Non-Serviced Loan Combination.  On and after the Concord Mills Note A-1 Securitization Date, the Concord Mills Loan Combination shall be a Non-Serviced Loan Combination.
 
Non-Serviced Pari Passu Companion Loan”: With respect to any Non-Serviced Loan Combination, a mortgage loan not included in the Trust that is generally payable on a pari passu basis with the related Non-Trust-Serviced Pooled Mortgage Loan.  As of the Closing Date, there are no Non-Serviced Pari Passu Companion Loans related to this Trust.  On and after the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Pari Passu Companion Loan shall be a Non-Serviced Pari Passu Companion Loan.  On and after the Concord Mills Note A-1 Securitization Date, the Concord Mills Pari Passu Companion Loan shall be a Non-Serviced Pari Passu Companion Loan.
 
Non-Trust Certificate Administrator”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the certificate administrator under the related Non-Trust Pooling and Servicing Agreement.
 
Non-Trust Depositor”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the depositor under the related Non-Trust Pooling and Servicing Agreement.
 
Non-Trust Master Servicer”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the master servicer under the related Non-Trust Pooling and Servicing Agreement.
 
 
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Non-Trust Paying Agent”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the paying agent under the related Non-Trust Pooling and Servicing Agreement.
 
Non-Trust-Serviced Pooled Mortgage Loan”:  Any Mortgage Loan that is primarily serviced and administered under the pooling and servicing agreement for another commercial mortgage securitization trust.  As of the Closing Date, there are no Non-Trust-Serviced Pooled Mortgage Loans related to this Trust.  On and after the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Mortgage Loan shall be a Non-Trust-Serviced Pooled Mortgage Loan.  On and after the Concord Mills Note A-1 Securitization Date, the Concord Mills Mortgage Loan shall be a Non-Trust-Serviced Pooled Mortgage Loan.
 
Non-Trust Pooling and Servicing Agreement”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the separate agreement pursuant to which the Non-Trust-Serviced Pooled Mortgage Loans and the related Non-Serviced Pari Passu Companion Loans are (or, if applicable, any related REO Property is) to be principally serviced and administered.  As of the Closing Date, there are no Non-Trust Pooling and Servicing Agreements related to this Trust.  On and after the Republic Plaza Note A-2 Securitization Date, the agreement pursuant to which the Republic Plaza Loan Combination is serviced shall be a Non-Trust Pooling and Servicing Agreement.  On and after the Concord Mills Note A-1 Securitization Date, the agreement pursuant to which the Concord Mills Loan Combination is serviced shall be a Non-Trust Pooling and Servicing Agreement.
 
Non-Trust Primary Servicing Fee”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the primary servicing fee that is payable to the Non-Trust Master Servicer under the Non-Trust Pooling and Servicing Agreement in respect of such Non-Trust-Serviced Pooled Mortgage Loan.
 
Non-Trust Special Servicer”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the special servicer under the related Non-Trust Pooling and Servicing Agreement.
 
Non-Trust Subordinate Class Representative”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the “Subordinate Class Representative” (or other similar term) as defined under the related Non-Trust Pooling and Servicing Agreement.
 
Non-Trust Tax Administrator”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the tax administrator under the related Non-Trust Pooling and Servicing Agreement.
 
Non-Trust Trust Advisor”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the trust advisor under the related Non-Trust Pooling and Servicing Agreement.
 
Non-Trust Trustee”:  With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the trustee under the related Non-Trust Pooling and Servicing Agreement.
 
Non-United States Tax Person”:  Any Person other than a United States Tax Person.
 
 
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Nonrecoverable Advance”:  Any Nonrecoverable P&I Advance (including any Unliquidated Advance that constitutes a Nonrecoverable P&I Advance) or Nonrecoverable Servicing Advance (including any Unliquidated Advance that constitutes a Nonrecoverable Servicing Advance).  Workout-Delayed Reimbursement Amounts shall constitute Nonrecoverable Advances only when the Person making such determination in accordance with the procedures specified herein, and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from Late Collections, Default Charges, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Mortgage Loan or the related REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors), or (b) has determined that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts (that have not been reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately recoverable from the principal portion of future general collections on the Mortgage Loans and REO Properties.  The determination as to the recoverability of any servicing advance previously made or proposed to be made with respect to any Non-Trust-Serviced Pooled Mortgage Loan shall be made by the related Non-Trust Master Servicer or Non-Trust Special Servicer, as the case may be, pursuant to the related Non-Trust Pooling and Servicing Agreement, and any such determination so made shall be conclusive and binding upon the Trust and the Certificateholders.
 
Nonrecoverable P&I Advance”:  As evidenced by the Officer’s Certificate and supporting documentation contemplated by Section 4.03(c), any P&I Advance, or any Unliquidated Advance in respect of a prior P&I Advance, previously made and any P&I Advance contemplated to be made in respect of any Mortgage Loan or related successor REO Mortgage Loan that, as determined by the Master Servicer or, if applicable, by the Trustee, or by the Special Servicer pursuant to the second paragraph of Section 4.03(c), in its reasonable, good faith judgment, will not be ultimately recoverable, or in fact was not ultimately recovered, from Late Collections, Default Charges, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Mortgage Loan or the related REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors).  In the case of a Cross-Collateralized Mortgage Loan, such recoverability determination shall take into account the cross-collateralization of the related Cross-Collateralized Group.
 
Nonrecoverable Servicing Advance”:  As evidenced by the Officer’s Certificate and supporting documentation contemplated by Section 3.11(h), any Servicing Advance, or any Unliquidated Advance in respect of a prior Servicing Advance, previously made, and any Servicing Advance proposed to be made, in respect of any Serviced Mortgage Loan, Serviced Loan Combination or Administered REO Property that, as determined by the Master Servicer or, if applicable or the Trustee, or by the Special Servicer pursuant to Section 3.11, in its reasonable, good faith judgment, will not be ultimately recoverable, or in fact was not ultimately recovered, from Late Collections, Default Charges, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Serviced Mortgage Loan, Serviced Loan Combination or such Administered REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors).  In the case of a
 
 
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Cross-Collateralized Mortgage Loan, such recoverability determination shall take into account the cross-collateralization of the related Cross-Collateralized Group.
 
 “NRSRO”:  A nationally recognized statistical rating organization (as such term is defined in Section 3(a)(62) of the Exchange Act); provided, that, when referred to in connection with the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website, “NRSRO” shall mean a nationally recognized statistical rating organization that has delivered an NRSRO Certification.
 
NRSRO Certification”:  A certification executed by an NRSRO in favor of the Rule 17g-5 Information Provider substantially in the form attached as Exhibit P hereto (which may also be submitted electronically via the Rule 17g-5 Information Provider’s Website) that states that such NRSRO is a Rating Agency, or that (i) such NRSRO has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), (ii) such NRSRO has access to the Depositor’s 17g-5 website and (iii) such NRSRO shall keep the information obtained from the Depositor’s 17g-5 website confidential.  Each NRSRO shall be deemed to recertify to the foregoing each time it accesses the Certificate Administrator’s Website.  An NRSRO Certification will be deemed to have been executed by an NRSRO if the Depositor so directs the Rule 17g-5 Information Provider.
 
Officer’s Certificate”:  A certificate signed by a Servicing Officer of the Master Servicer or Special Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as the case may be, or, with respect to any other Person, a certificate signed by any of the Chairman of the Board, the Vice Chairman of the Board, the President, any Vice President, Director or Managing Director, an Assistant Vice President or any other authorized officer (however denominated) or another officer customarily performing functions similar to those performed by any of the above designated officers or, 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.
 
Offsetting Modification Fees”:  For purposes of any Workout Fee or Liquidation Fee payable to the Special Servicer in connection with any Serviced Mortgage Loan, Serviced Loan Combination or REO Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan), any and all Modification Fees collected by the Special Servicer as Additional Special Servicing Compensation to the extent that:
 
(i)       such Modification Fees were earned and collected by the Special Servicer either (A) in connection with the workout or liquidation (including partial liquidation) of the Specially Serviced Mortgage Loan or REO Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan) as to which such Workout Fee or Liquidation Fee became payable or (B) in connection with the immediately prior workout of such Mortgage Loan while it was previously a Specially Serviced Mortgage Loan, provided that (in the case of this clause (B)) the Servicing Transfer Event that resulted in it again becoming a Specially Serviced Mortgage Loan occurred within twelve (12) months following the consummation of such prior workout and provided, further, that there shall be deducted from the Offsetting Modification Fees otherwise described in this
 
 
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clause (i) an amount equal to that portion of such Modification Fees that were previously applied to actually reduce the payment of a Workout Fee or Liquidation Fee; and
 
(ii)      such Modification Fees were earned in connection with a modification, extension, waiver or amendment of such Mortgage Loan or Serviced Loan Combination at a time when such Mortgage Loan or Serviced Loan Combination was a Specially Serviced Mortgage Loan.
 
Opinion of Counsel”:  A written opinion of counsel (who must, in the case of any such opinion relating to the taxation of the Trust Fund or any portion thereof, the status of any REMIC Pool as a REMIC or the Grantor Trust Pool as a Grantor Trust for taxation purposes or a resignation under Section 6.04, be Independent counsel, but who otherwise may be salaried counsel for the Depositor, the Certificate Administrator, the Trustee, the Trust Advisor, the Tax Administrator, the Master Servicer or the Special Servicer), which written opinion is acceptable and delivered to the addressee(s) thereof and which opinion of counsel, except as provided herein, shall not be at the expense of the Certificate Administrator, the Trustee or the Trust Fund.
 
Opting-Out Party”:  As defined in Section 3.23(i).
 
Original Mortgage Loans”:  The mortgage loans initially identified on the schedule attached hereto as Schedule I, including each Non-Trust-Serviced Pooled Mortgage Loan.  No Pari Passu Companion Loan is an “Original Mortgage Loan”.
 
Other Crossed Loans”:  As defined in Section 2.03(b).
 
Other Depositor”:  The applicable other “depositor” under an Other Pooling and Servicing Agreement relating to a Serviced Pari Passu Companion Loan.
 
Other Master Servicer”:  The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Pari Passu Companion Loan.
 
Other Pooling and Servicing Agreement”:  The pooling and servicing agreement relating to an Other Securitization.
 
Other Securitization”:  Any commercial mortgage securitization trust that holds a Serviced Pari Passu Companion Loan or any successor REO Loan with respect thereto.
 
Other Trustee”:  The applicable other “trustee” under an Other Pooling and Servicing Agreement relating to a Serviced Pari Passu Companion Loan.
 
OTS”:  The Office of Thrift Supervision or any successor thereto.
 
Ownership Interest”:  In the case of 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.
 
 
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P&I Advance”:  With respect to any Mortgage Loan or REO Mortgage Loan (including a Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Mortgage Loan thereto), any advance made by the Master Servicer or the Trustee pursuant to Section 4.03.
 
P&I Advance Date”:  The Business Day preceding each Distribution Date.
 
Pari Passu Companion Loan”:  A Serviced Pari Passu Companion Loan and/or a Non-Serviced Pari Passu Companion Loan, as the context may require.
 
Pari Passu Companion Rating Agency”:  Any NRSRO rating a Serviced Pari Passu Companion Loan Security.
 
Pari Passu Mortgage Loan”:  A Mortgage Loan included in a Loan Combination that is pari passu in right of payment to the related Pari Passu Companion Loan.
 
Pari Passu Primary Servicing Fee Rate”:  With respect to any Pari Passu Mortgage Loan or Pari Passu Companion Loan, a rate equal to 0.01% per annum (1 basis point).
 
Pass-Through Rate”:  The per annum rate at which interest accrues in respect of any Class of Regular Certificates during any Interest Accrual Period, which rate shall be:
 
(a)           with respect to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-S and Class B Certificates, the fixed rate per annum set forth opposite such Class in the following table:
 
Class
 
 
Pass-Through Rate
Class A-1 
[__]% per annum
Class A-2 
[__]% per annum
Class A-3 
[__]% per annum
Class A-SB 
[__]% per annum
Class A-S 
[__]% per annum
Class B 
[__]% per annum
 
(b)           with respect to the Class C Certificates, an annual rate equal to the lesser of (i) [__]% per annum and (ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest C for the subject Interest Accrual Period;
 
(c)           with respect to the Class D, Class E, Class F and Class G Certificates, an annual rate equal to the REMIC II Remittance Rate in respect of REMIC II Regular Interest D, REMIC II Regular Interest E, REMIC II Regular Interest F and REMIC II Regular Interest G, respectively, for the subject Interest Accrual Period;
 
(d)           with respect to the Class X-A Certificates, the Class X-A Strip Rate for such Interest Accrual Period; and
 
(e)           with respect to the Class X-B Certificates, the Class X-B Strip Rate for such Interest Accrual Period.
 
 
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Past Grace Period Loan”:  With respect to any Monthly Payment or Assumed Monthly Payment due and payable, or deemed due and payable, in respect of any particular Mortgage Loan, the status attributable to that Mortgage Loan by reason of, if applicable, the fact that such Monthly Payment or Assumed Monthly Payment remains unpaid past its Due Date and past any applicable grace period for such Monthly Payment or Assumed Monthly Payment.
 
PCAOB”:  The Public Company Accounting Oversight Board.
 
Percentage Interest”:  With respect to (a) any Interest Only Certificate or Principal Balance Certificate, the portion of the relevant Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the Certificate Principal Balance or Certificate Notional Amount, as the case may be, of such Certificate as of the Closing Date, as specified on the face thereof, and the denominator of which is the initial Class Principal Balance or initial Class Notional Amount, as the case may be, of the relevant Class as of the Closing Date; and (b) any Class R Certificate, the percentage interest in distributions to be made with respect to the relevant Class, as specified on the face of such Certificate.
 
Performance Certification”:  As defined in Section 11.09.
 
Performing Mortgage Loan”:  Any Mortgage Loan or Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan.
 
Performing Party”:  As defined in Section 11.15.
 
Performing Serviced Mortgage Loan”:  Any Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan.
 
Performing Serviced Pari Passu Companion Loan”:  Any Serviced Pari Passu Companion Loan that is not a Specially Serviced Mortgage Loan.
 
Permitted Investments”:  Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business Day preceding the date upon which such funds are required to be drawn, regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or any of their respective Affiliates and having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency shall have provided a Rating Agency Confirmation relating to the Certificates:
 
(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)       repurchase agreements on obligations specified in clause (i) of this definition, with a party agreeing to repurchase such obligations (A) in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed
 
 
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above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “A2” by Moody’s, (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “A1” by Moody’s, (C) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “Aa3” by Moody’s, and (D) in the case of such investments with maturities of more than six months, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) – (D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency);
 
(iii)      federal funds, unsecured uncertificated certificates of  deposit, time deposits, demand deposits and bankers’ acceptances of any bank or trust company organized under the laws of the United States or any state thereof,  (A) in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “A2” by Moody’s, (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term  obligations of which are rated at least “A1” by Moody’s, (C) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “Aa3” by Moody’s and (D) in the case of such investments with maturities of more than six months, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may
 
 
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include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) – (D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency);
 
(iv)     commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding imposed by any non-United States jurisdiction) (A) in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “A2” by Moody’s, (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “A1” by Moody’s, (C) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated at least “Aa3” by Moody’s and (D) in the case of such investments with maturities of more than six months, the short term obligations of which are rated in the highest short term rating category by Moody’s and DBRS (or, if not rated by DBRS, an equivalent (or higher) rating such as that listed above by Moody’s by at least two NRSROs (which may include Fitch, Moody’s and/or S&P) and the long term obligations of which are rated “Aaa” by Moody’s (or, in the case of any such Rating Agency as set forth in clauses (A) – (D) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency);
 
(v)       units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset value per share (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo Advantage Prime Investments Money Market Fund) so long as any such fund is rated in the highest category by each of Fitch and DBRS (or, if not rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs (which may include Fitch, Moody’s and/or S&P) or otherwise acceptable to such Rating Agency, in any such case, as confirmed in a Rating Agency Confirmation);
 
(vi)     an obligation or security that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed
 
 
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in clauses (ii) – (v) 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 or security; and
 
(vii)    any other obligation or security other than one listed in clauses (i) – (v) above, that is the subject of a Rating Agency Confirmation from each and every Rating Agency;
 
provided, that each investment described hereunder shall not (A) evidence either the right to receive (1) only interest with respect to such investment or (2) a yield to maturity greater than 120% of the yield to maturity at par of the obligations, (B) be purchased at a price greater than par if such investment may be prepaid or called at a price less than its purchase price prior to stated maturity, (C) be sold prior to stated maturity if such sale would result in a loss of principal on the instrument or a tax on “prohibited transactions” under Section 860F of the Code or (D) have an “r” highlighter or other comparable qualifier attached to its rating; and provided, further, that each investment described hereunder must have (X) a predetermined fixed amount of principal due at maturity (that cannot vary or change), (Y) an original maturity of not more than 365 days and a remaining maturity of not more than thirty (30) days and (Z) except in the case of a Permitted Investment described in clause (v) of this definition, a fixed interest rate or an interest rate that is tied to a single interest rate index plus a single fixed spread and moves proportionately with that index; and provided, further, that each investment described hereunder must be a “cash flow investment” (within the meaning of the REMIC Provisions).
 
For purposes of any condition set forth above, to the effect that any investment or the issuer thereof must have a minimum rating by KBRA, such condition shall be deemed to be waived if such investment or the issuer thereof, as applicable, is not rated by KBRA.
 
Permitted Special Servicer/Affiliate Fees”:  Any commercially reasonable treasury management fees, banking fees, insurance commissions or fees and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Mortgage Loan, Serviced Loan Combination or REO Property in accordance with this Agreement.
 
Permitted Transferee”:  Any Transferee of a Class R Certificate other than (a) a Disqualified Organization, (b) a Disqualified Non-United States Tax Person, (c) a Disqualified Partnership, (d) a foreign permanent establishment or fixed base (within the meaning of any applicable income tax treaty between the United States and any foreign jurisdiction) of a United States Tax Person or (e) any other Person as to whom, as determined by the Tax Administrator (based upon an Opinion of Counsel, obtained at the request of the Tax Administrator at the expense of such Person or the Person seeking to Transfer a Class R Certificate, supporting such determination), the Transfer of a Class R Certificate may cause any REMIC Pool to fail to qualify as a REMIC at any time that any Certificate is outstanding.
 
Person”:  Any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.
 
 
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Phase I Environmental Assessment”:  A “Phase I assessment” as described in, and meeting the criteria of, the ASTM, plus a radon and asbestos inspection.
 
Plan”:  Any of those employee benefit plans and other benefit plans and arrangements, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that are subject to ERISA, Section 4975 of the Code or Similar Law.
 
Post-ARD Additional Interest”:  With respect to any ARD Mortgage Loan after its Anticipated Repayment Date, all interest accrued on the principal balance of such ARD Mortgage Loan at the Post—ARD Additional Interest Rate (the payment of which interest shall, under the terms of such ARD Mortgage Loan, be deferred until the principal balance of such ARD Mortgage Loan and all other interest thereon has been paid in full), together with all interest, if any, accrued at the related Mortgage Rate on such deferred interest.
 
Post-ARD Additional Interest Rate”:  With respect to any ARD Mortgage Loan after its Anticipated Repayment Date, the incremental increase in the Mortgage Rate for such ARD Mortgage Loan resulting from the passage of such Anticipated Repayment Date.
 
Prepayment Assumption”:  For purposes of determining the accrual of original issue discount, market discount and premium, if any, on the Mortgage Loans, the REMIC I Regular Interests, the REMIC II Regular Interests and the Certificates for federal income tax purposes, the assumptions that no Mortgage Loan is voluntarily prepaid prior to its Stated Maturity Date.
 
Prepayment Interest Excess”:  With respect to any Mortgage Loan (including any Non-Trust-Serviced Pooled Mortgage Loan) that was subject to a Principal Prepayment in full or in part made (or, if resulting from the application of Insurance Proceeds or Condemnation Proceeds, any other early recovery of principal received) after the Due Date for such Mortgage Loan in any Collection Period, any payment of interest (net of related Master Servicing Fees (and, in the case of any Non-Trust-Serviced Pooled Mortgage Loan, net of a rate per annum equal to the Pari Passu Primary Servicing Fee Rate) and, further, net of any portion of such interest that represents Default Charges or Post-ARD Additional Interest) actually Received by the Trust and collected from the related Borrower or out of such Insurance Proceeds or Condemnation Proceeds, as the case may be, and intended to cover the period from and after such Due Date to, but not including, the date of prepayment (exclusive, for the avoidance of doubt, of any related Prepayment Premium or Yield Maintenance Charge that may have been collected).
 
Prepayment Interest Shortfall”:  With respect to any Mortgage Loan (including any Non-Trust-Serviced Pooled Mortgage Loan) that was subject to a Principal Prepayment in full or in part made (or, if resulting from the application of Insurance Proceeds or Condemnation Proceeds, any other early recovery of principal received) prior to the Due Date for such Mortgage Loan in any Collection Period, the amount of interest, to the extent not collected from the related Borrower or otherwise (without regard to any Prepayment Premium or Yield Maintenance Charge that may have been collected), not Received by the Trust, that would have
 
 
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accrued on the amount of such Principal Prepayment during the period from the date to which interest was paid by the related Borrower to, but not including, the related Due Date immediately following the date of the subject Principal Prepayment (net of related Master Servicing Fees (and, in the case of (i) any Non-Trust-Serviced Pooled Mortgage Loan, net of a rate per annum equal to the Pari Passu Primary Servicing Fee Rate, and (ii) an ARD Mortgage Loan after its Anticipated Repayment Date, any Post-ARD Additional Interest), and, further, net of any portion of that interest that represents Default Charges).
 
Prepayment Premium”:  With respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable, as the context requires, by a Borrower in connection with a Principal Prepayment on, or other early collection of principal of, such Mortgage Loan or any successor REO Mortgage Loan with respect thereto (including any payoff of a Mortgage Loan by a mezzanine lender on behalf of the subject Borrower if and as set forth in the related intercreditor agreement).
 
Pricing Date”: December [__], 2012.
 
Primary Collateral”:  With respect to any Cross-Collateralized Mortgage Loan, that portion of the Mortgaged Property designated as directly securing such Cross-Collateralized Mortgage Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed upon by exercise of the cross-collateralization provisions of such Cross-Collateralized Mortgage Loan.
 
Primary Servicer”:  Prudential Asset Resources, Inc., or any successor thereto (as primary servicer) appointed as provided in the Primary Servicing Agreement.
 
Primary Servicing Agreement”:  That certain Primary Servicing Agreement, dated as of December 1, 2012, between Wells Fargo Bank, National Association, as master servicer, and Prudential Asset Resources, Inc., as primary servicer, relating to the Mortgage Loans for which Liberty Island is the applicable Mortgage Loan Seller.
 
Primary Servicing Office”:  The office of the Master Servicer or the Special Servicer, as the context may require, that is primarily responsible for such party’s servicing obligations hereunder.
 
Principal Balance Certificate”:  Any of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates.
 
Principal Distribution Amount”:  With respect to any Distribution Date (other than the Final Distribution Date) and the Principal Balance Certificates, an amount (which shall in no event be less than zero) equal to the excess, if any, of:
 
(I)           the sum of:
 
(A)     the aggregate (without duplication) of the following (such aggregate of the following amounts described below in this clause (A), the “Unadjusted Principal Distribution Amount” for such Distribution Date):
 
 
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(i)       all payments of principal (including Principal Prepayments), including any such payments on Corrected Mortgage Loans (but exclusive, if applicable, in the case of a Serviced Loan Combination, of any payments of principal payable to the related Serviced Pari Passu Companion Loan Holder pursuant to the related Intercreditor Agreement), Received by the Trust with respect to the Mortgage Loans during the related Collection Period, in each case exclusive of any portion of the particular payment that represents a Late Collection of principal for which a P&I Advance (including any Unliquidated Advance in respect of a prior P&I Advance) was previously made under this Agreement for a prior Distribution Date or that represents the principal portion of a Monthly Payment due on or before the Cut-off Date or on a Due Date occurring subsequent to the calendar month in which such Distribution Date occurs,
 
(ii)       the aggregate of the principal portions of all Monthly Payments due in respect of the Mortgage Loans for their respective Due Dates occurring in the month in which such Distribution Date occurs, that were Received by the Trust (other than as part of a Principal Prepayment) prior to the related Collection Period,
 
(iii)       the aggregate of all Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds Received by the Trust with respect to any Mortgage Loans during the related Collection Period that were identified and applied by the Master Servicer as recoveries of principal (whether as Principal Prepayments or otherwise) of such Mortgage Loans in accordance with Section 1.03, in each case net of any portion of such proceeds that represents a Late Collection of principal (a) due on or before the Cut-off Date or (b) for which a P&I Advance (including an Unliquidated Advance in respect of a prior P&I Advance) was previously made under this Agreement for a prior Distribution Date,
 
(iv)       the aggregate of all Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and REO Revenues Received by the Trust with respect to any REO Properties during the related Collection Period that were identified and applied by the Master Servicer as recoveries of principal (whether as Principal Prepayments or otherwise) of the related REO Mortgage Loans in accordance with Section 1.03, in each case net of any portion of such proceeds and/or revenues that represents a Late Collection of principal (a) due on or before the Cut-off Date or (b) for which a P&I Advance (including an Unliquidated Advance in respect of a prior P&I Advance) was previously made under this Agreement for a prior Distribution Date, and
 
(v)       the respective principal portions of all P&I Advances made under this Agreement in respect of the Mortgage Loans and any REO Mortgage Loans with respect to such Distribution Date;
 
 
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(B)      the aggregate amount of any collections received on or in respect of the 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 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)(B) below with respect to such Distribution Date; and
 
(C)      the aggregate amount of any collections received on or in respect of the Mortgage Loans during the related Collection Period that, in each case, is identified and applied by the Master Servicer (in accordance with Section 1.03) as a recovery of an amount previously determined (in a Collection Period for a prior Distribution Date) to have been a Nonrecoverable Advance and for which a deduction was made under clause (II)(C) below with respect to a prior Distribution Date; less
 
(II)           the sum of:
 
(A)     the aggregate amount of Workout-Delayed Reimbursement Amounts (and Advance Interest thereon) that were reimbursed or paid during the related Collection Period to one or more of the Master Servicer, the Special Servicer and the Trustee from principal advances and collections on the Mortgage Pool pursuant to subsection (iii) of Section 3.05(a)II);
 
(B)      with respect to each Mortgage Loan (1) with respect to which Insurance Proceeds, Condemnation Proceeds and/or Liquidation Proceeds were received during the related Collection Period or (2) that was otherwise liquidated, including at a discount, during such Collection Period, the aggregate amount of Liquidation Fees and Workout Fees paid with respect to such Mortgage Loan from a source other than Default Charges during such Collection Period, provided that, in the case of any individual Mortgage Loan, the deduction in respect of such Liquidation Fees and Workout Fees under this clause (II)(B) shall not exceed the amounts described in clauses (I)(A)(i) through (v) that are attributable to such Mortgage Loan; and
 
(C)      the aggregate amount of Nonrecoverable Advances (and Advance Interest thereon) that were 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 principal advances and collections on the Mortgage Pool pursuant to subsection (iv) of Section 3.05(a)(II).
 
Furthermore, unless and until the Class Principal Balances of all Classes of Principal Balance Certificates other than the Control-Eligible Certificates have been reduced to zero, the Principal Distribution Amount (or any lesser portion thereof allocable to the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-S, Class B, Class C or Class D Certificates) for each Distribution Date will be reduced to the extent of any Trust Advisor Expenses (other than
 
 
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Designated Trust Advisor Expenses) that exceed the amount of interest otherwise payable on the Class B, Class C and Class D Certificates on that Distribution Date.
 
With respect to the Final Distribution Date, the “Principal Distribution Amount” shall equal the aggregate Stated Principal Balance of the entire Mortgage Pool outstanding immediately prior to the Final Distribution Date.
 
In no event shall any portion of any Excess Liquidation Proceeds constitute a portion of the Principal Distribution Amount for any Distribution Date.
 
Principal Prepayment”:  Any payment of principal made by the Borrower on a Mortgage Loan, which is received in advance of its scheduled Due Date and that is not accompanied by an amount of interest (without regard to any Prepayment Premium, Yield Maintenance Charge and/or Post—ARD Additional Interest that may have been collected) representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.
 
Private Placement Memorandum”:  The final Private Placement Memorandum dated December [_], 2012, relating to certain classes of the Non-Registered Certificates delivered by the Depositor to WFS and RBSSI as of the Closing Date.
 
Privileged Communications”:  Any correspondence between the Subordinate Class Representative and the Special Servicer referred to in clause (i) of the definition of “Privileged Information”.
 
Privileged Information”:  Any (i) correspondence between the Subordinate Class Representative and the Special Servicer related to any Specially Serviced Mortgage Loan or the exercise of the Subordinate Class Representative’s consent or consultation rights under this Agreement, and (ii) information that the Special Servicer has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the related Borrower or other interested party or in litigation or in potential legal proceedings.
 
Privileged Person”:  Any of (i) the Depositor or its designee, (ii) each Underwriter, (iii) the Trustee, (iv) the Certificate Administrator, (v) the Master Servicer, (vi) the Special Servicer, (vii) the Subordinate Class Representative, (viii) the Trust Advisor, (ix) any Mortgage Loan Seller, (x) any Person who certifies to the Certificate Administrator substantially in the form of Exhibit K-1 hereto or Exhibit K-2 hereto, as applicable (which form shall also be located on, and may be submitted electronically via, the Certificate Administrator’s internet website), that such Person is a Certificateholder, a Certificate Owner or a prospective purchaser of a Certificate or any interest therein, and agrees to be bound by the confidentiality provisions contained therein, (xi) any Serviced Pari Passu Companion Loan Holder that delivers a certification to the Certificate Administrator in the form of Exhibit H hereto, (xii) after an Other Securitization, the Other Master Servicer and (xiii) each Rating Agency and each NRSRO that has submitted an NRSRO Certification to the Certificate Administrator (which NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website).  For purposes of obtaining information or access to the Certificate Administrator’s Website, Privileged Persons who are a Borrower, a manager of a Mortgaged Property, an Affiliate of any
 
 
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of the foregoing or an agent of any Borrower shall be prohibited from obtaining such information or access pursuant to the terms of this Agreement, other than with respect to Distribution Date Statements as provided in Section 4.02(a).  The Certificate Administrator may require that investor certifications in the form of Exhibit K-1 or Exhibit K-2 be re-submitted from time to time in accordance with its policies and procedures and shall restrict access to the Certificate Administrator’s Website to a mezzanine lender upon notice from the Special Servicer pursuant to this Agreement that such mezzanine lender has commenced foreclosure proceedings against the equity collateral pledged to secure the related mezzanine loan.
 
Prohibited Party”:  As of any date of determination, any Person that has theretofore failed to comply with such Person’s obligations under Regulation AB with respect to the Trust Fund or any other securitization if (and only if) both (A) such failure was an “event of default” under the relevant agreement to which such Person was a party,  and (B) such Person is proposed to become a Servicing Function Participant in respect of the Trust Fund.  In determining whether any person or entity is a “Prohibited Party”, each party hereto, provided that they are not an Affiliate of such Person, shall be entitled to conclusively rely on a written certification from any Person stating that it is not a Prohibited Party.  All necessary determinations under or for purposes of this definition shall be made as of the date of consummation of the transaction in which the relevant person or entity would become a Servicing Function Participant in respect of the Trust Fund.
 
Prospectus”:  The Base Prospectus and the Prospectus Supplement, together.
 
Prospectus Supplement”:  That certain prospectus supplement dated December [_], 2012, relating to the Registered Certificates, that is a supplement to the Base Prospectus.
 
PTCE”:  Prohibited Transaction Class Exemption.
 
PTE”:  Prohibited Transaction Exemption.
 
Purchase Price”:  With respect to any Mortgage Loan (or REO Property), a cash price equal to the aggregate of (a) the outstanding principal balance of such Mortgage Loan (or the related REO Mortgage Loan) as of the date of purchase less any portion of any Loss of Value Payment then on deposit in the Loss of Value Reserve Fund attributable to such Mortgage Loan (or REO Property), (b) all accrued and unpaid interest on such Mortgage Loan (or the related REO Mortgage Loan) at the related Mortgage Rate to, but not including, the Due Date occurring in the Collection Period during which the applicable purchase or repurchase occurs (exclusive, however, of any portion of such accrued but unpaid interest that represents Default Interest or, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, Post-ARD Additional Interest), (c) all related unreimbursed Servicing Advances (including, in the case of any Non-Trust-Serviced Pooled Mortgage Loan, the pro rata portion of any such amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Intercreditor Agreement) (together with Unliquidated Advances in respect of prior Servicing Advances) and all related Servicing Advances (without duplication with Unliquidated Advances described in the immediately preceding parenthetical clause) that were previously reimbursed out of collections on other Mortgage Loans and/or REO Properties relating to other Mortgage Loans, if any, (d) all accrued and unpaid Advance Interest with respect to any related Advances (including, in the case
 
 
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of (i) any Non-Trust-Serviced Pooled Mortgage Loan, the pro rata portion of any such amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Intercreditor Agreement and (ii) the Serviced Loan Combination, if a securitization trust holds the related Serviced Pari Passu Companion Loan, interest on any comparable debt service advances made by a servicer or trustee of such securitization trust), and (e) solely in the case of a purchase, repurchase or substitution, as applicable, by a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement, (i) to the extent not otherwise included in the amount described in clause (d) of this definition, any unpaid Special Servicing Fees and other outstanding Additional Trust Fund Expenses (including without limitation any Liquidation Fee payable in connection with the applicable purchase or repurchase) with respect to such Mortgage Loan (or REO Property) and (ii) to the extent not otherwise included in the amount described in clause (c) or clause (e) of this definition, any costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee or an agent of any of them (on behalf of the Trust) in enforcing the obligation, if any, of a Responsible Repurchase Party to repurchase or replace such Mortgage Loan or REO Property.
 
For purposes of this Agreement, (i) the “Purchase Price” in respect of a Serviced Pari Passu Companion Loan that is purchased by the related mortgage loan seller shall be the repurchase price paid by the related mortgage loan seller under the related Other Pooling and Servicing Agreement  or the applicable servicing agreement and (ii) with respect to a sale of an REO Property securing a Serviced Loan Combination, the term “Mortgage Loan” or “REO Mortgage Loan” shall be construed to include the Serviced Pari Passu Companion Loan.
 
Qualified Appraiser”:  In connection with the appraisal of any Mortgaged Property or REO Property, an Independent MAI-designated appraiser with at least five years of experience in respect of the relevant geographic location and property type.
 
Qualified Bidder”:  As defined in Section 7.01(c).
 
Qualified Institutional Buyer” or “QIB”:  A “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act.
 
Qualified Insurer”:  An insurance company or security or bonding company qualified to write the related Insurance Policy in the relevant jurisdiction.
 
Qualified Mortgage”:  A qualified mortgage within the meaning of Section 860G(a)(3) of the Code.
 
Qualified Replacement Special Servicer”:  A Person as to which all the following conditions are satisfied at the relevant date of determination:  (A)(i) all the representations and warranties set forth in Section 2.06 are true and accurate as applied to such Person, (ii) there is no event or circumstances that constitutes, or would constitute, but for notice or the passage of time, a Servicer Termination Event with respect to such Person under this Agreement, (iii) such Person is not the Trust Advisor or an Affiliate of the Trust Advisor and there exists no agreement as a result of which, whether or not subject to any condition or contingency, such Person would become an Affiliate of the Trust Advisor or merge or be consolidated with or into the Trust Advisor (regardless of the identity of the surviving Person) or
 
 
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succeed to any portion of the business of the Trust Advisor that includes the Trust Advisor’s rights or duties under this Agreement, (iv) neither such Person nor any Affiliate of such Person is obligated, whether by agreement or otherwise, and whether or not subject to any condition or contingency, to pay any fee to, or otherwise compensate or grant monetary or other consideration to, the Trust Advisor or any Affiliate thereof in connection with this Agreement, (x) in connection with the special servicing obligations that such Person would assume 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, (v) such Person is not entitled to receive any compensation from the Trust Advisor in connection with its activities under this Agreement and (vi) such Person is not entitled to receive from the Trust Advisor or any Affiliate thereof any fee in connection with the appointment of such Person as successor Special Servicer, unless, in the case of each of the foregoing clauses (i) through (vi), the appointment of such Person as successor Special Servicer has been expressly approved by 100% of the Certificateholders; and (B) is not a Prohibited Party and has not been terminated in the capacity of Master Servicer or Special Servicer hereunder in whole or in part as a result of a Servicer Termination Event under Section 7.01(a)(xv), unless the appointment of such Person as successor Special Servicer has been expressly approved by Depositor acting in its reasonable discretion.
 
Qualifying Substitute Mortgage Loan”:  In connection with the replacement of a Defective Mortgage Loan as contemplated by Section 2.03, any other mortgage loan which, on the date of substitution:  (i) has an outstanding Stated Principal Balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Stated Principal Balance of the Defective Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) has a fixed Mortgage Rate that is not less than, and not more than one percentage point in excess of, the Mortgage Rate of the Defective Mortgage Loan; (iii) has the same monthly Due Date as, and a grace period for delinquent Monthly Payments that is no longer than, the Due Date and grace period, respectively, of the Defective Mortgage Loan; (iv) accrues interest on the same Interest Accrual Basis as the Defective Mortgage Loan; (v) has a remaining term to stated maturity not greater than, and not more than one year less than, that of the Defective Mortgage Loan, (vi) has a Stated Maturity Date not later than two years prior to the Rated Final Distribution Date; (vii) has a then current loan-to-value ratio not higher than, and a then current debt service coverage ratio not lower than, the loan-to-value ratio and debt service coverage ratio, respectively, of the Defective Mortgage Loan as of the Closing Date; (viii) has comparable prepayment restrictions to those of the Defective Mortgage Loan; (ix) will comply, as of the date of substitution, with all of the representations relating to the Defective Mortgage Loan set forth in or made pursuant to the related Mortgage Loan Purchase Agreement; (x) has a Phase I Environmental Assessment relating to the related Mortgaged Property in its Servicing File, which Phase I Environmental Assessment will evidence that there is no material adverse environmental condition or circumstance at the related Mortgaged Property for which further remedial action may be required under applicable law; and (xi) constitutes a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code (as evidenced by an Opinion of Counsel provided by the related Responsible Repurchase Party at its expense); provided, that if more than one mortgage loan is to be substituted for any Defective Mortgage Loan, then all such proposed Replacement Mortgage Loans shall, in the aggregate, satisfy the requirement specified in clause (i) of this definition and have a weighted average remaining term to stated maturity that
 
 
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satisfies the condition described in clause (v) above and each such proposed Replacement Mortgage Loan shall, individually, satisfy each of the requirements specified in clauses (ii) through (iv) and clauses (vi) through (xi) of this definition; and provided, further, that no mortgage loan shall be substituted for a Defective Mortgage Loan unless (a) such prospective Replacement Mortgage Loan shall (at all times other than during a Senior Consultation Period) be acceptable to the Subordinate Class Representative (or, if there is no Subordinate Class Representative then serving, to the Majority Subordinate Certificateholder), in its sole discretion, (b) such substitution is the subject of a Rating Agency Confirmation and (c) the related Responsible Repurchase Party (at its expense) has delivered or caused to have been delivered to the Trustee an Opinion of Counsel to the effect that the substitution of such mortgage loan would not result in an Adverse REMIC Event with respect to any REMIC Pool, either immediately or at some future date due to the right of the mortgagor to obtain a release of all or any portion of the real property securing such Replacement Mortgage Loan in a manner that could result in such Replacement Mortgage Loan ceasing to be a Qualified Mortgage on or after the date of such release.  When a Replacement Mortgage Loan is substituted for a Defective Mortgage Loan, the applicable Responsible Repurchase Party shall certify that the Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee.
 
Rated Certificate”:  Any of the Certificates to which a rating has been assigned by a Rating Agency at the request of the Depositor.
 
Rated Final Distribution Date”:  With respect to each Class of Rated Certificates, the Distribution Date in December 2045.
 
Rating Agency”:  With respect to any Class of Rated Certificates, each of DBRS, KBRA and Moody’s or their successors in interest.
 
Rating Agency Confirmation”:  With respect to any matter, written confirmation (which may be in electronic form) from each applicable Rating Agency that a proposed action, failure to act or other event will not in and of itself result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by such Rating Agency); provided that if a written waiver or acknowledgment indicating its decision not to review the matter for which the Rating Agency Confirmation is sought, then the requirement to receive a Rating Agency Confirmation from the Rating Agency with respect to such matter shall not apply.  For the purposes of this definition, any confirmation, waiver, request, acknowledgment or approval which is required to be in writing may be in the form of electronic mail.  Notwithstanding anything to the contrary set forth in this Agreement, at any time during which the Certificates are no longer rated by a Rating Agency, no Rating Agency Confirmation will be required under this Agreement.
 
Rating Agency Q&A Forum and Servicer Document Request Tool”:  As defined in Section 8.12(g).
 
RBS”:  The Royal Bank of Scotland plc, or its successor in interest.
 
RBSFP”:  RBS Financial Products Inc., or its successor in interest.
 
RBSSI”:  RBS Securities Inc., or its successor in interest.
 
 
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Realized Loss”:  With respect to:
 
(1)       each Mortgage Loan as to which a Final Recovery Determination has been made (or any related successor REO Mortgage Loan as to which a Final Recovery Determination has been made as to the related REO Property), and with respect to each Mortgage Loan that is a Corrected Mortgage Loan on which all amounts have been fully paid under the terms of such Corrected Mortgage Loan (as it may have been modified), an amount (not less than zero) equal to the excess, if any, of (a) the sum of (i) the unpaid principal balance of such Mortgage Loan or REO Mortgage Loan, as the case may be, as of the commencement of the Collection Period in which the Final Recovery Determination was made or the final payment was made, as the case may be, plus (ii) without taking into account the amount described in subclause (1)(b) of this definition, all accrued but unpaid interest (exclusive, however, of any portion of such accrued but unpaid interest that represents Default Interest or, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, Post-ARD Additional Interest) on such Mortgage Loan or such REO Mortgage Loan, as the case may be, to but not including the Due Date in the Collection Period in which the Final Recovery Determination was made or such final payment was made, as the case may be, plus (iii) without duplication with amounts included under another subclause above, all related unreimbursed Servicing Advances (together with Unliquidated Advances in respect of prior Servicing Advances) and unpaid Liquidation Expenses, plus (iv) the amount of any and all related Special Servicing Fees, Liquidation Fees and/or Workout Fees with respect to such Mortgage Loan or successor REO Mortgage Loan, to the extent not previously reflected as Realized Loss with respect to such Mortgage Loan or successor REO Mortgage Loan, plus (v) any accrued and unpaid Advance Interest on any Advances, over (b) all payments and proceeds, if any, Received by the Trust in respect of such Mortgage Loan or, to the extent allocable to such REO Mortgage Loan, the related REO Property, as the case may be, during the Collection Period in which such Final Recovery Determination was made or such final payment was made, as the case may be;
 
(2)      each Mortgage Loan as to which any portion of the principal or previously accrued interest payable thereunder or any Unliquidated Advance was canceled in connection with a bankruptcy or similar proceeding involving the related Borrower or a modification, extension, waiver or amendment of such Mortgage Loan granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.20 (or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer pursuant to the related Non-Trust Pooling and Servicing Agreement), the amount of such principal and/or interest (other than Default Interest and, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, Post-ARD Additional Interest) or Unliquidated Advance so canceled; and
 
(3)       each Mortgage Loan as to which the Mortgage Rate thereon has been permanently reduced and not recaptured for any period in connection with a bankruptcy or similar proceeding involving the related Borrower or a modification, extension, waiver or amendment of such Mortgage Loan granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.20 (or, in the case of a Non-
 
 
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Trust-Serviced Pooled Mortgage Loan, by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer pursuant to the related Non-Trust Pooling and Servicing Agreement), the amount of the consequent reduction in the interest portion of each successive Monthly Payment due thereon (on the related Due Date for the affected Monthly Payment).
 
Notwithstanding the foregoing, any allocation of any Realized Loss to any REMIC I Regular Interest, any REMIC II Regular Interest or any Class of Principal Balance Certificates, as the case may be, may occur (i) in the case of any amount described in clause (1) or clause (2) above, solely pursuant to, in accordance with and to the extent provided by the combination of (x) the accounting for such amount that occurs under the definition of “Stated Principal Balance” and (y) the operation of Section 4.04 of this Agreement and (ii) in the case of any amount described in clause (3) above, solely pursuant to, in accordance with and to the extent provided by the operation of Section 4.04 of this Agreement.
 
Realized Loss Template”:  With respect to each Collection Period, a report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Realized Loss Template” available and effective from time to time on the CREFC Website.  The Realized Loss Template shall be in Excel format or such other format as is reasonably acceptable to the Master Servicer, the Trustee, the Certificate Administrator and the Subordinate Class Representative.
 
Received by the Trust”:  In the case of (a) a Non-Trust-Serviced Pooled Mortgage Loan or any REO Property related thereto, received by the Trustee (or the Master Servicer on behalf of the Trustee), as holder of the Mortgage Note for such Non-Trust-Serviced Pooled Mortgage Loan, on behalf of the Trust; and (b) any Serviced Mortgage Loan or related Administered REO Property, received by the Master Servicer (or any Sub-Servicer thereof), the Special Servicer (or any Sub-Servicer thereof) or the Trustee, as the case may be, on behalf of the Trust and/or, in connection with a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s).
 
Record Date”:  With respect to any Distribution Date and each Class of Certificates, the last Business Day of the month immediately preceding the month in which such Distribution Date occurs.
 
Recovered Interest Amounts”:  As defined in the definition of “Interest Distribution Amount”.
 
Registered Certificate”:  Any Certificate that has been the subject of registration under the Securities Act.  As of the Closing Date, the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-S, Class B and Class C Certificates constitute Registered Certificates.
 
Regular Certificate”:  Any of the Interest Only Certificates and the Principal Balance Certificates.  The Regular Certificates have the terms provided for in Section 2.16.
 
Regulation AB”:  Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release
 
 
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(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506 - 1,631 (January 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
 
Regulation S”:  Regulation S under the Securities Act.
 
Regulation S Global Certificate”:  With respect to any Class of Book-Entry Non-Registered Certificates offered and sold outside of the United States in reliance on Regulation S, a single global Certificate, or multiple global Certificates collectively, in definitive, fully registered form without interest coupon, each of which Certificates bears a Regulation S Legend.
 
Regulation S Legend”:  With respect to any Class of Book-Entry Non-Registered Certificates offered and sold outside the United States in reliance on Regulation S, a legend generally to the effect that such Certificates may not be offered, sold, pledged or otherwise transferred in the United States or to a United States Securities Person prior to the Release Date except pursuant to an exemption from the registration requirements of the Securities Act.
 
Reimbursement Rate”:  The rate per annum applicable to the accrual of Advance Interest, which rate per annum is equal to the “prime rate” published in the “Money Rates” section of The Wall Street Journal, as such “prime rate” may change from time to time.  If The Wall Street Journal ceases to publish the “prime rate”, then the Certificate Administrator, in its sole discretion, 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 Certificate Administrator shall select a comparable interest rate index.  In either case, such selection shall be made by the Certificate Administrator in its sole discretion and the Certificate Administrator shall notify the Master Servicer and the Special Servicer in writing of its selection.
 
Release Date”:  The date that is forty (40) days following the later of (i) the Closing Date and (ii) the commencement of the initial offering of the Non-Registered Certificates in reliance on Regulation S.
 
Relevant Servicing Criteria”:  The Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the Master Servicer and the Special Servicer, on Schedule III attached hereto).  For clarification purposes, multiple Reporting Servicers can have responsibility for the same Relevant Servicing Criteria and some of the Servicing Criteria will not be applicable to certain Reporting Servicers.  With respect to a Servicing Function Participant engaged by the Trustee, the Master Servicer, the Special Servicer, the Trust Advisor, 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 Trustee, the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator or such Sub-Servicer.
 
REMIC”:  A “real estate mortgage investment conduit” as defined in Section 860A through G of the Code.
 
REMIC I”:  The segregated pool of assets designated as such in Section 2.11(a).
 
 
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REMIC I Regular Interest”:  Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and, in each such case, designated as a “regular interest” (within the meaning of Section 860G(a)(1) of the Code) in REMIC I. The REMIC I Regular Interests have the designations and terms provided for in Section 2.11.
 
REMIC I Remittance Rate”:  The per annum rate at which interest accrues in respect of any REMIC I Regular Interest during any Interest Accrual Period, as set forth in or otherwise calculated in accordance with Section 2.11(f).
 
REMIC I Residual Interest”:  The sole uncertificated “residual interest” (within the meaning of Section 860G(a)(2) of the Code) in REMIC I issued pursuant to this Agreement.
 
REMIC II”:  The segregated pool of assets designated as such in Section 2.13(a).
 
REMIC II Regular Interest”:  Any of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and, in each such case, designated as a “regular interest” (within the meaning of Section 860G(a)(1) of the Code) in REMIC II.  The REMIC II Regular Interests have the designations provided for in the Preliminary Statement hereto.  The REMIC II Regular Interests have the terms provided for in Section 2.13.
 
REMIC II Remittance Rate”:  The per annum rate at which interest accrues in respect of any REMIC II Regular Interest during any Interest Accrual Period, as set forth in or otherwise calculated in accordance with Section 2.13(f).
 
REMIC II Residual Interest”:  The sole uncertificated “residual interest” (within the meaning of Section 860G(a)(2) of the Code) in REMIC II issued pursuant to this Agreement.
 
REMIC III”:  The segregated pool of assets designated as such in Section 2.15(a).
 
REMIC III Component”:  Any of the separate beneficial ownership interests in REMIC III issued hereunder, evidenced by a Class of Interest Only Certificates.  The REMIC III Components have the designations provided for in the Preliminary Statement hereto and each constitutes a “regular interest” in REMIC III (within the meaning of Section 860G(a)(1) of the Code).  The REMIC III Components have the terms provided for in Section 2.15.
 
REMIC III Residual Interest”:  The sole uncertificated “residual interest” (within the meaning of Section 860G(a)(2) of the Code) in REMIC III issued pursuant to this Agreement.
 
REMIC Pool”:  Any of REMIC I, REMIC II or REMIC III.
 
REMIC Provisions”:  The provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and proposed, temporary and final Treasury regulations and any published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time.
 
 
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REMIC Sub-Account”:  As defined in Section 3.04(b).
 
Rents from Real Property”:  With respect to any REO Property, gross income of the character described in Section 856(d) of the Code.
 
REO Account”:  A segregated custodial account or accounts created and maintained by the Special Servicer, pursuant to and for the benefit of the Persons specified in Section 3.16(b), which shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association [or the name of any successor Special Servicer], as Special Servicer, on behalf of U.S. Bank National Association [or the name of any successor Trustee], as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, and if the account is established for the deposit of funds received in respect of one or more REO Properties related to any Serviced Loan Combination, “Midland Loan Services, a Division of PNC Bank, National Association [or the name of any successor Special Servicer], as Special Servicer, on behalf of U.S. Bank National Association [or the name of any successor Trustee], as Trustee, for the benefit of the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10 and the owners of the Serviced Pari Passu Companion Loan, as their interests may appear, REO Account”.
 
REO Acquisition”:  The acquisition of any REO Property pursuant to Section 3.09 (or, in the case of any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan, pursuant to the related Non-Trust Pooling and Servicing Agreement).
 
REO Disposition”:  The sale or other disposition of any REO Property pursuant to Section 3.18 (or, in the case of any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan, pursuant to the related Non-Trust Pooling and Servicing Agreement).
 
REO Extension”:  As defined in Section 3.16(a).
 
REO Mortgage Loan”:  The successor mortgage loan to a Mortgage Loan or Serviced Loan Combination (including those deemed to be outstanding with respect to a Non-Trust-Serviced Pooled Mortgage Loan or a Serviced Pari Passu Companion Loan), which successor mortgage loan is deemed for purposes hereof to be outstanding with respect to each REO Property.  Each REO Mortgage Loan shall be deemed to provide for monthly payments of principal and/or interest equal to its Assumed Monthly Payment and otherwise to have the same terms and conditions as its predecessor mortgage loan (such terms and conditions to be applied without regard to the default on such predecessor mortgage loan and the acquisition of the related REO Property on behalf of the Trust or, if applicable, in the case of any REO Property related to any Serviced Loan Combination, on behalf of the Trust and the respective holders of the Serviced Pari Passu Companion Loan).  Each REO Mortgage Loan shall be deemed to have an initial unpaid principal balance and Stated Principal Balance equal to the unpaid principal balance and Stated Principal Balance, respectively, of its predecessor mortgage loan as of the date of the related REO Acquisition.  All Monthly Payments (other than a Balloon Payment), Assumed Monthly Payments (in the case of a Balloon Mortgage Loan delinquent in respect of its Balloon Payment) and other amounts due and owing, or deemed to be due and owing, in respect of the predecessor mortgage loan as of the date of the related REO Acquisition, shall be deemed
 
 
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to continue to be due and owing in respect of an REO Mortgage Loan.  In addition, all amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Trust Advisor or the Trustee in respect of the predecessor mortgage loan as of the date of the related REO Acquisition, including any unpaid or unreimbursed Master Servicing Fees, Special Servicing Fees and Advances (together with Unliquidated Advances in respect of prior Advances), together with any related unpaid Advance Interest on such Advances (other than Unliquidated Advances), Trust Advisor Ongoing Fees and Trust Advisor Expenses, shall continue to be payable or reimbursable in the same priority and manner pursuant to Section 3.05(a) to the Master Servicer, the Special Servicer, the Trustee, the Trust Advisor or the Trust, as the case may be, in respect of an REO Mortgage Loan.
 
REO Property”:  A Mortgaged Property acquired on behalf and in the name of the Trustee for the benefit of the Certificateholders (and, in the case of each such Mortgaged Property relating to a Serviced Loan Combination, also on behalf of the related Serviced Pari Passu Companion Loan Holder(s)) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection with the default or imminent default of a Mortgage Loan or Serviced Pari Passu Companion Loan; provided that a Mortgaged Property that secures a Non-Trust-Serviced Pooled Mortgage Loan shall constitute an REO Property if and when it is acquired under the related Non-Trust Pooling and Servicing Agreement for the benefit of the Trustee as the holder of such Non-Trust-Serviced Pooled Mortgage Loan and of the holder of the related Non-Serviced Pari Passu Companion Loan(s) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in connection with a default or imminent default of such Non-Trust-Serviced Pooled Mortgage Loan.
 
REO Revenues”:  All income, rents, profits and proceeds derived from the ownership, operation or leasing of any REO Property, other than any income, profits or proceeds derived from the REO Disposition of such REO Property.
 
REO Tax”:  As defined in Section 3.17(a).
 
Replacement Mortgage Loan”:  Any Qualifying Substitute Mortgage Loan that is substituted by a Responsible Repurchase Party for a Defective Mortgage Loan as contemplated by Section 2.03.
 
Reportable Event”:  As defined in Section 11.10.
 
Reporting Servicer”:  As defined in Section 11.13.
 
Republic Plaza Loan Combination”:  As defined in the Preliminary Statement.
 
Republic Plaza Mortgage Loan”:  As defined in the Preliminary Statement.
 
Republic Plaza Mortgaged Property”:  The Mortgaged Property identified on the Mortgage Loan Schedule as “Republic Plaza”.
 
Republic Plaza Note A-2 Securitization Date”:  With respect to the Republic Plaza Loan Combination, the date on which the Republic Plaza Pari Passu Companion Loan is
 
 
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included in a securitization trust; provided that the Companion Loan Holder of the Republic Plaza Pari Passu Companion Loan provides each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee (in each case only to the extent such party will not also be a party to the related Non-Trust Pooling and Servicing Agreement) with notice in accordance with the terms of the related Intercreditor Agreement that the Republic Plaza Pari Passu Companion Loan is to be included in the securitization related to such Non-Trust Pooling and Servicing Agreement.
 
Republic Plaza Pari Passu Companion Loan”:  As defined in the Preliminary Statement.
 
Repurchase”:  As defined in Section 2.03(g).
 
Repurchase Communication”:  For purposes of Section 2.03(g) and Section 3.22(a) of this Agreement only, any communication, whether oral or written, which need not be in any specific form.
 
Repurchase Request”:  As defined in Section 2.03(g).
 
Repurchase Request Recipient”:  As defined in Section 2.03(g).
 
Repurchase Request Rejection”:  As defined in Section 2.03(g).
 
Repurchase Request Withdrawal”:  As defined in Section 2.03(g).
 
Request for Release”:  A request signed by a Servicing Officer of, as applicable, the Master Servicer in the form of Exhibit F-1 attached hereto or the Special Servicer in the form of Exhibit F-2 attached hereto.
 
Requesting Party”:  As defined in Section 3.27(a).
 
Required Appraisal Loan”:  As defined in Section 3.19(a).
 
Required Claims-Paying Ratings”:  With respect to any insurance carrier, claims-paying ability ratings at least equal to any one of the following:  (i) in the case of fidelity bond coverage provided by such insurance carrier, (a) ”A-” by S&P, (b) ”A3” by Moody’s, (c) ”A-” by Fitch, (d) ”A:X” by A.M. Best or (e) “A (low)” by DBRS and (ii) in the case of a policy or policies of insurance issued by such insurance carrier covering loss occasioned by the errors and omissions of officers and employees, (a) ”A-” by S&P, (b) ”A3” by Moody’s, (c) ”A-” by Fitch, (d) ”A:X” by A.M. Best or (e) “A (low)” by DBRS; provided, that (A) an insurance carrier shall be deemed to have the applicable claims-paying ability ratings set forth above if the obligations of such insurance carrier under the related insurance policy are guaranteed or backed in writing by an entity that has long term unsecured debt obligations that are rated not lower than the ratings set forth above or claims-paying ability ratings that are not lower than the ratings set forth above; and (B) an insurance carrier will be deemed to have the applicable claims paying ability ratings set forth above if a Rating Agency Confirmation is obtained from the Rating Agency whose rating requirement has not been satisfied.
 
 
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Reserve Account”:  Any of the accounts established and maintained pursuant to Section 3.03(d).
 
Reserve Funds”:  With respect to any Mortgage Loan or Serviced Loan Combination, any amounts delivered by the related Borrower to be held in escrow by or on behalf of the mortgagee representing:  (i) reserves for repairs, replacements, capital improvements and/or environmental testing and remediation with respect to the related Mortgaged Property; (ii) reserves for tenant improvements and leasing commissions; (iii) reserves for debt service; or (iv) amounts to be applied as a Principal Prepayment on such Mortgage Loan or Serviced Loan Combination or held as Additional Collateral if certain leasing or other economic criteria in respect of the related Mortgaged Property are not met.
 
Resolution Extension Period”:  As defined in Section 2.03(b).
 
Responsible Officer”:  Any Vice President, any Trust Officer, any Assistant Secretary or any other officer of the Certificate Administrator, the Trust Advisor or the Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this Agreement.
 
Responsible Repurchase Party”:  (i) With respect to each Mortgage Loan transferred to the Depositor by WFB, WFB; (ii) with respect to each Mortgage Loan transferred to the Depositor by RBS, RBS; (iii) with respect to each Mortgage Loan transferred to the Depositor by Basis Real Estate Capital, Basis Investment; (iv) with respect to each Mortgage Loan transferred to the Depositor by C-III, C-III; and (v) with respect to each Mortgage Loan transferred to the Depositor by Liberty Island, Liberty Island Group and Liberty Island on a joint and several basis of liability as provided in the related Mortgage Loan Purchase Agreement.
 
Restricted Group”:  Collectively, the following persons and entities:  (a) the Trustee, (b) the Exemption-Favored Parties; (c) the Depositor; (d) the Master Servicer; (e) the Special Servicer; (f) any Primary Servicer; (g) any Sub-Servicer; (h) any person that is considered a “sponsor” as defined in Section III of the Exemption; (i) each Borrower, if any, with respect to Mortgage Loans constituting more than 5.0% of the Cut-off Date Pool Balance; and (j) any and all Affiliates of any of the aforementioned Persons.
 
Rule 15Ga-1”:  Rule 15Ga-1 under the Exchange Act.
 
Rule 15Ga-1 Notice”:  As defined in Section 2.03(g).
 
Rule 17g-5”:  Rule 17g-5 under the Exchange Act.
 
Rule 17g-5 Information Provider”:  The Certificate Administrator acting in such capacity under this Agreement.
 
Rule 17g-5 Information Provider’s Website”:  www.ctslink.com, under the “NRSRO” tab for the related transaction.
 
Rule 144A Global Certificate”:  With respect to any Class of Book-Entry Certificates, a single global Certificate, or multiple global Certificates collectively, registered in
 
 
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the name of the Depository or its nominee, in definitive, fully registered form without interest coupons, each of which Certificates bears a Qualified Institutional Buyer CUSIP number and does not bear a Regulation S Legend.
 
S&P”:  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, “S&P” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor (and such designation shall be deemed to be reasonable if the Person so designated is an NRSRO that has been regularly engaged in rating new-issue CMBS transactions during the 12 months preceding the designation), notice of which designation shall be given to the other parties hereto, and specific ratings of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.  References herein to “applicable rating category” (other than such references to “highest applicable rating category”) shall, in the case of S&P, be deemed to refer to such applicable rating category of S&P, without regard to any plus or minus or other comparable rating qualification.
 
Sarbanes-Oxley Act”:  The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).
 
Sarbanes-Oxley Certification”:  As defined in Section 11.09.
 
Securities Act”:  The Securities Act of 1933, as amended.
 
Security Agreement”:  With respect to any Mortgage Loan, any security agreement, chattel mortgage or similar document or instrument creating in favor of the holder of such Mortgage a security interest in the personal property constituting security for repayment of such Mortgage Loan or related Pari Passu Companion Loan.
 
Senior Consultation Period”:  A period when either (i) the Class Principal Balance of the Class E Certificates, without regard to the allocation of any Appraisal Reduction Amounts to such Class, is less than 25% of the initial Class Principal Balance of the Class E Certificates or (ii) the then Majority Subordinate Certificateholder that holds a majority of the Class E Certificates (provided such Class is the Subordinate Class) has irrevocably waived its right to appoint a Subordinate Class Representative and to exercise any of the rights of the Majority Subordinate Certificateholder or cause the exercise of the rights of the Subordinate Class Representative under this Agreement pursuant to Section 3.23(i) and such rights have not been reinstated to a successor Majority Subordinate Certificateholder pursuant to Section 3.23(i).
 
No Senior Consultation Period shall limit the control and consultation rights of the “Controlling Note Holder” (as defined in the related Intercreditor Agreement) of any Pari Passu Companion Loan.
 
Service(s)(ing)”:  In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans or any other assets of the Trust by an entity that meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item 1108 of Regulation AB.  For clarification purposes, any
 
 
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uncapitalized occurrence of this term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities market.
 
Serviced Loan Combination”:  Any mortgage loan serviced under this Agreement that is divided into one or more notes, which includes a mortgage note that is included in the Trust and one or more pari passu mortgage notes not included in the Trust.  References herein to a Serviced Loan Combination shall be construed to refer to the aggregate indebtedness under the related notes.  On and after the Closing Date until the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Loan Combination shall be a Serviced Loan Combination.  On and after the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Loan Combination shall no longer be a Serviced Loan Combination.  On and after the Closing Date until the Concord Mills Note A-1 Securitization Date, the Concord Mills Loan Combination shall be a Serviced Loan Combination.  On and after the Concord Mills Note A-1 Securitization Date, the Concord Mills Loan Combination shall no longer be a Serviced Loan Combination.
 
Serviced Loan Combination Remittance Amount”:  For each distribution date that a Master Servicer is required to make a distribution to a Serviced Pari Passu Companion Loan Holder pursuant to Section 3.05(f) and with respect to the Serviced Loan Combination and related Mortgaged Property (if it becomes an REO Property), any amount received by the Master Servicer (or, with respect to an REO Property, the Special Servicer) during the related Collection Period that is payable to the Serviced Pari Passu Companion Loan Holder pursuant to the related Intercreditor Agreement or to be remitted to the Collection Account.
 
Serviced Loan Combination Special Servicer”:  Any Person responsible for performing the duties of Special Servicer hereunder with respect to a Serviced Loan Combination or any related REO Property.
 
Serviced Mortgage Loan”:  Any Mortgage Loan (including a Specially Serviced Mortgage Loan) other than a Non-Trust-Serviced Pooled Mortgage Loan.  On and after the Closing Date until the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Mortgage Loan shall be a Serviced Mortgage Loan.  On and after the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Mortgage Loan shall no longer be a Serviced Mortgage Loan.  On and after the Closing Date until the Concord Mills Note A-1 Securitization Date, the Concord Mills Mortgage Loan shall be a Serviced Mortgage Loan.  On and after the Concord Mills Note A-1 Securitization Date, the Concord Mills Mortgage Loan shall no longer be a Serviced Mortgage Loan.
 
Serviced Pari Passu Companion Loan”:  With respect to any Serviced Loan Combination, any related mortgage note not included in the Trust that is serviced under this Agreement and that is generally payable on a pari passu basis with a Mortgage Loan included in the Trust to the extent set forth in the related Intercreditor Agreement.  On and after the Closing Date until the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Pari Passu Companion Loan shall be a Serviced Pari Passu Companion Loan.  On and after the Republic Plaza Note A-2 Securitization Date, the Republic Plaza Pari Passu Companion Loan shall no longer be a Serviced Pari Passu Companion Loan.  On and after the Closing Date until the Concord Mills Note A-1 Securitization Date, the Concord Mills Pari Passu Companion Loan shall be a Serviced Pari Passu Companion Loan.  On and after the Concord Mills Note A-1
 
 
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Securitization Date, the Concord Mills Pari Passu Companion Loan shall no longer be a Serviced Pari Passu Companion Loan.
 
Serviced Pari Passu Companion Loan Custodial Account”:  With respect to the Serviced Pari Passu Companion Loan, the separate account or sub-account created and maintained by the Master Servicer pursuant to Section 3.04(h) on behalf of the Certificateholders and the related Serviced Pari Passu Companion Loan Holders, which shall be entitled “Wells Fargo Bank, National Association, as Master Servicer for the Certificateholders and the Serviced Pari Passu Companion Loan Holders relating to, and for the benefit of U.S. Bank National Association, as Trustee, in trust for the Holders of, Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, Serviced Pari Passu Companion Loan Custodial Account.”  Amounts in any Serviced Pari Passu Companion Loan Custodial Account applicable to the related Serviced Pari Passu Companion Loan shall not be assets of the Trust Fund, but instead shall be held by the Master Servicer on behalf of the Trust Fund (in respect of amounts reimbursable therefrom) and, the related Serviced Pari Passu Companion Loan Holders.  Any such account or sub-account shall be an Eligible Account or a sub-account of an Eligible Account (including a sub-account of the Collection Account).
 
Serviced Pari Passu Companion Loan Holder”:  Any holder of a Serviced Pari Passu Companion Loan.
 
Serviced Pari Passu Companion Loan Holder Register”:  As defined in Section 3.26(b).
 
Serviced Pari Passu Companion Loan Securities”:  For so long as the related Mortgage Loan or any successor REO Mortgage Loan is part of the Mortgage Pool, any class of securities issued by an Other Securitization and backed by the Serviced Pari Passu Companion Loan.  Any reference herein to a “series” of Serviced Pari Passu Companion Loan Securities shall refer to separate securitizations of the Serviced Pari Passu Companion Loan.
 
Servicer Termination Event”:  As defined in Section 7.01(a).
 
Servicing Account”:  The account or accounts established and maintained pursuant to Section 3.03(a).
 
Servicing Advances”:  All customary, reasonable and necessary “out-of-pocket” costs and expenses, including reasonable attorneys’ fees and expenses, incurred or to be incurred, as the context requires, by the Master Servicer or the Special Servicer (or, if applicable, the Trustee) in connection with the servicing of a Serviced Mortgage Loan or Serviced Loan Combination as to which a default, delinquency or other unanticipated event has occurred or is imminent, or in connection with the administration of any Administered REO Property, including:
 
(1)      any such costs and expenses associated with (a) compliance with the obligations of the Master Servicer and/or the Special Servicer set forth in Sections 2.03, 3.03(c) and 3.09, (b) the preservation, insurance, restoration, protection, operation and/or management of either a Mortgaged Property securing a Serviced
 
 
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Mortgage Loan, a Serviced Loan Combination or an Administered REO Property, including the cost of any “force placed” insurance policy purchased by the Master Servicer or the Special Servicer to the extent such cost is allocable to a particular Mortgaged Property that the Master Servicer or Special Servicer is required to cause to be insured pursuant to Section 3.07(a), (c) obtaining any Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds in respect of any such Serviced Mortgage Loan, Serviced Loan Combination or any Administered REO Property, (d) any enforcement or judicial proceedings with respect to any such Mortgage Loan, including foreclosures and similar proceedings, (e) the operation, management, maintenance and liquidation of any Administered REO Property, (f) obtaining any Appraisal required to be obtained hereunder, and (g) UCC filings (to the extent that the costs thereof are not reimbursed by the related Borrower), and
 
(2)      the reasonable and direct out-of-pocket travel expenses incurred by the Special Servicer in connection with performing inspections pursuant to Section 3.12(a);
 
provided that, notwithstanding anything to the contrary, “Servicing Advances” shall not include (A) allocable overhead of the Master Servicer, the Special Servicer or the Trustee, as the case may be, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses, (B) costs incurred by or on behalf of any such party hereto or any Affiliate thereof in connection with its purchase of any Mortgage Loan or REO Property pursuant to any provision of this Agreement or any intercreditor agreement or similar agreement or (C) costs or expenses expressly required under this Agreement to be borne by the Master Servicer, the Special Servicer or the Trustee; and provided further, however, that “Servicing Advances” shall also include any other expenditure which is expressly designated as a “Servicing Advance” herein, including all Emergency Advances made by the Special Servicer or the Master Servicer at the direction of the Special Servicer hereunder.
 
Servicing Criteria”:  The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended from time to time.
 
Servicing File”:  Any documents (other than documents required to be part of the related Mortgage File, but including copies of documents required to be part of the related Mortgage File and originals or copies of all management agreements which are not covered by clause (xvii) of the definition of “Mortgage File” and originals of any Letters of Credit) that are in the possession or under the control of, or that are required (pursuant to the applicable Mortgage Loan Purchase Agreement, this Agreement or otherwise) to be delivered and actually have been delivered to, as the context may require, the Master Servicer or the Special Servicer and relating to the origination and servicing of any Mortgage Loan or Serviced Loan Combination or the administration of any REO Property and reasonably necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or Serviced Loan Combination, including any documents delivered by a Mortgage Loan Seller as described in clause (i) of Section 2.01(f).
 
 
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Servicing Function Participant”:  Any Person, other than the Master Servicer and the Special Servicer, that, within the meaning of Item 1122 of Regulation AB, is primarily responsible for 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 Stated Principal Balance) or the Master Servicer or Special Servicer, as applicable, takes responsibility for the activities of such Person in accordance with SEC telephone interpretation 17.06 under Regulation AB.  For clarification purposes, the Trustee (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 provided pursuant to Section 11.13), the Trust Advisor and the Certificate Administrator are Servicing Function Participants.
 
Servicing Officer”:  Any officer or employee of the Master Servicer or the Special Servicer involved in, or responsible for, the administration and servicing of Mortgage Loans, whose name and specimen signature appear on a list of servicing officers furnished by such party to the Certificate Administrator, the Trustee, the Trust Advisor, the Custodian and the Depositor on the Closing Date, as such list may thereafter be amended from time to time by the Master Servicer or the Special Servicer, as the case may be.
 
Servicing-Released Bid”:  As defined in Section 7.01(c).
 
Servicing-Retained Bid”:  As defined in Section 7.01(c).
 
Servicing Standard”:  With respect to each of the Master Servicer and the Special Servicer, to service and administer the Mortgage Loans, the Loan Combinations and any REO Properties that such party is obligated to service and administer pursuant to this Agreement in the best interests and for the benefit of the Certificateholders (or, in the case of a Loan Combination, for the benefit of the Certificateholders and the related Pari Passu Companion Loan Holder(s)) (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), as a collective whole, in accordance with applicable law and the terms of this Agreement, the terms of the respective Mortgage Loans or Loan Combinations, as applicable, and the terms of the related Intercreditor Agreement, as applicable (provided, that in the event the Master Servicer or Special Servicer, as applicable, in its reasonably exercised judgment determines that following the terms of any Mortgage Loan Document would or potentially would result in an Adverse REMIC Event (for which determination, the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel, the cost of which will be reimbursed as an Additional Trust Fund Expense by withdrawal from the Collection Account), the Master Servicer or the Special Servicer, as applicable, must comply with the REMIC Provisions to the extent necessary to avoid an Adverse REMIC Event) and, to the extent consistent with the foregoing, in accordance with the following standards:
 
(a)           with the same care, skill, prudence and diligence as it services and administers comparable mortgage loans and manages real properties on behalf of third parties or on behalf of itself, whichever is the higher standard with respect to mortgage loans and REO properties that are comparable to those for which it is responsible hereunder, giving due consideration to customary and usual standards of practice utilized
 
 
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by prudent institutional commercial mortgage loan servicers under comparable circumstances;
 
(b)           with a view to:  (i) in the case of the Master Servicer, the timely collection of all scheduled payments of principal and interest, including Balloon Payments, under the Serviced Mortgage Loans and the full collection of all Prepayment Premiums and Yield Maintenance Charges that may become payable under the Serviced Mortgage Loans, and (ii) in the case of the Special Servicer and any Serviced Mortgage Loan that is (A) a Specially Serviced Mortgage Loan or (B) a Serviced Mortgage Loan as to which the related Mortgaged Property has become an Administered REO Property, the maximization of recovery on such Mortgage Loan to the Certificateholders, as a collective whole (or, in the case of a Serviced Loan Combination, to the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s), as applicable) as a collective whole, of principal and interest, including Balloon Payments, on a present value basis (the relevant discounting of anticipated collections that will be distributable to the Certificateholders (or, in the case of a Serviced Loan Combination, to the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s), as applicable), as a collective whole, to be performed at a rate determined by the Special Servicer but in no event less than the related Net Mortgage Rate (or, in the case of a Serviced Loan Combination, in no event less than the weighted average of the Net Mortgage Rates for the Mortgage Loans in such Serviced Loan Combination)); and
 
(c)           without regard to any potential conflict of interest arising from (i) any known relationship that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates may have with a related Borrower, a Mortgage Loan Seller or any other party to this Agreement, (ii) the ownership of any Certificate or any interest in the Serviced Pari Passu Companion Loan by the Master Servicer or the Special Servicer, as the case may be, or any of their respective Affiliates, (iii) the obligation of the Master Servicer to make Advances or otherwise to incur servicing expenses with respect to any Serviced Mortgage Loan, Serviced Pari Passu Companion Loan or Administered REO Property (or, if applicable, to make P&I Advances with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (iv) the obligation of the Special Servicer to make, or direct the Master Servicer to make, Servicing Advances (including Emergency Advances) or otherwise to incur servicing expenses with respect to any Serviced Mortgage Loan, Serviced Pari Passu Companion Loan or Administered REO Property, (v) the right of the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to receive reimbursement of costs, or the sufficiency of any compensation payable to it, hereunder or with respect to any particular transaction, (vi) any ownership, servicing and/or management by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, of any other mortgage loans or real property, (vii) the ownership by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates of any other debt owed by, or secured by ownership interests in, any of the Borrowers or any Affiliate of a Borrower, and (viii) the obligations of the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to repurchase any Mortgage Loan from the Trust Fund, or to indemnify the Trust Fund, in any event as a result of a Material Breach or a Material Document Defect;
 
 
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provided that the foregoing standards shall apply with respect to a Non-Trust-Serviced Pooled Mortgage Loan and any related REO Property only to the extent that the Master Servicer or the Special Servicer has any express duties or rights to grant consent with respect thereto pursuant to this Agreement.
 
Servicing Transfer Event”:  With respect to any Serviced Mortgage Loan or Serviced Loan Combination, the occurrence of any of the events described in clauses (a) through (h) of the definition of “Specially Serviced Mortgage Loan”.
 
Significant Obligor”:  (a) Any obligor (as defined in Item 1101(i) of Regulation AB) or group of affiliated obligors on any Mortgage Loan or group of Mortgage Loans that represent, as of the Closing Date, 10% or more of the principal balance of the Mortgage Pool as of the Cut-off Date; or (b) any single Mortgaged Property or group of Mortgaged Properties securing any Mortgage Loan or Cross-Collateralized Group and/or Cross-Collateralized Mortgage Loans that represent, as of the Closing Date, 10% or more of the pool balance of the Mortgage Pool as of the Cut-off Date.  There is no Significant Obligor related to the Trust.
 
Similar Law”:  Any federal, state or local law that is materially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code.
 
Sole Certificateholder(s)”:  Any Holder or group of Holders, as the case may be, of 100% of the then outstanding Certificates.
 
Space Lease”:  The space or occupancy lease pursuant to which any Borrower 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”:  Any of the following delivered by any Person hereunder to any other Person:  (i) any notice of a modification, waiver or amendment of any term of any Mortgage Loan; (ii) any notice of Final Distribution Date; (iii) any notice of the occurrence of a Servicer Termination Event; (iv) any notice of the resignation of the Trustee or the Certificate Administrator and notice of the acceptance of appointment by the successor trustee or certificate administrator; (v) any Officer’s Certificate of the Master Servicer or the Special Servicer in connection with a determination that an Advance is or would be a Nonrecoverable Advance (including supporting documentation); (vi) any notice of the termination of the Master Servicer or the Special Servicer; and (vii) any notice of the termination of the Trust Fund.
 
Special Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, or its successor in interest, or any successor special servicer appointed as provided herein.
 
Special Servicing Fee”:  With respect to each Specially Serviced Mortgage Loan and each REO Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan), the fee designated as such and payable to the Special Servicer pursuant to the first paragraph of Section 3.11(c).
 
 
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Special Servicing Fee Rate”:  With respect to each Specially Serviced Mortgage Loan and each REO Mortgage Loan (other than any Non-Trust-Serviced Pooled Mortgage Loan), 0.25% per annum.
 
Specially Designated Mortgage Loan Documents”:  With respect to any Mortgage Loan, subject to Section 1.04, the following documents on a collective basis:
 
(i)       the original executed Mortgage Note or alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note;
 
(ii)       an original or a copy of the Mortgage, in each case (unless the particular item has been sent for recording but has not been returned from the applicable recording office) with evidence of recording indicated thereon; provided that if such original Mortgage cannot be delivered with evidence of recording thereon on or before the 90th 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 the public recording office retains the original or because such original Mortgage has been lost, there shall be delivered to the Custodian 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 Mortgage Loan Seller stating that such original Mortgage has been sent to the appropriate public recording official for recordation or retained by the appropriate public recording office 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)      an original executed assignment, in recordable form (except for recording information not yet available if the instrument being assigned has not been returned from the applicable recording office), of the Mortgage, in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10”, or, in the case of any Mortgage Loan included in a Serviced Loan Combination, in favor of “U.S. Bank National Association, as Trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C10, and as lead lender on behalf of the Serviced Pari Passu Companion Loan Holder(s) secured by the [insert name of mortgaged property]” (or a copy thereof, certified to be the copy of such assignment submitted or to be submitted for recording);
 
(iv)     the original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or, if the policy has not yet been issued, an original or copy of a written commitment “marked-up” at the closing of such Mortgage Loan, interim binder or the pro forma title insurance policy, in each case evidencing a binding commitment to issue such policy);
 
 
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(v)       if a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest, the original or a copy of the related Ground Lease or Space Lease;
 
(vi)       if any documents relating to, evidencing or constituting Additional Collateral for such Mortgage Loan are in the form of a Letter of Credit, a photocopy of such Letter of Credit (and, except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, the original of such Letter of Credit shall be delivered to the Master Servicer); and
 
(vii)       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 and (b) either (i) a signed copy of the estoppel certificate or comfort letter delivered by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the Mortgage Loan in connection with the Mortgage Loan Seller’s origination or acquisition of the Mortgage Loan, together with such instrument(s) of notice or transfer (if any) as are necessary to transfer or assign to the Trust or the Trustee the benefits of such estoppel certificate or comfort letter, or (ii) a copy of the estoppel certificate or comfort letter delivered by the franchisor, manager or similar person, as applicable, for the benefit of the holder of the Mortgage Loan in connection with such origination or acquisition of the Mortgage Loan or Loan Combination, together with a signed copy or a fax copy of a new estoppel certificate or comfort letter (in substantially the same form and substance as the estoppel certificate or comfort letter delivered in connection with such origination or acquisition) by the franchisor, manager or similar person, as applicable, for the benefit of the Trust or the Trustee (and, if a fax copy of a new estoppel certificate or comfort letter is delivered, then the original copy shall be included in the “Mortgage File” promptly following receipt thereof by the related Mortgage Loan Seller).
 
Specially Serviced Mortgage Loan”:  Any Serviced Mortgage Loan or Serviced Loan Combination as to which any of the following events has occurred:
 
(a)           the related Borrower has failed to make when due any Balloon Payment, and the Borrower has not delivered to the Master Servicer, on or before the due date of such Balloon Payment, a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer which provides that such refinancing will occur within 120 days after the date on which such Balloon Payment will become due (provided that such Mortgage Loan or Serviced Loan Combination shall immediately become a Specially Serviced Mortgage Loan if either (x) such refinancing does not occur before the expiration of the time period for refinancing specified in such binding commitment or (y) the Master Servicer is required to make a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced Loan Combination, in respect of the Mortgage Loan included in the same Serviced Loan Combination) at any time prior to such a refinancing); or
 
 
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(b)           the related Borrower has failed to make when due any Monthly Payment (other than a Balloon Payment) or any other payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage, which failure has continued unremedied for sixty (60) days; or
 
(c)           the Master Servicer determines (in accordance with the Servicing Standard) that a default in making any Monthly Payment (other than a Balloon Payment) or any other material payment (other than a Balloon Payment) required under the related Mortgage Note or the related Mortgage is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which the subject payment will become due; or the Master Servicer determines (in accordance with the Servicing Standard) that a default in making a Balloon Payment is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which such Balloon Payment will become due (or, if the Borrower has delivered a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer which provides that such refinancing will occur within 120 days following the date on which such Balloon Payment will become due, the Master Servicer determines (in accordance with the Servicing Standard) that (A) the Borrower is likely not to make one or more Assumed Monthly Payments prior to such a refinancing or (B) such refinancing is not likely to occur within 120 days following the date on which such Balloon Payment will become due); or
 
(d)           there shall have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure of the related Borrower to maintain any insurance required to be maintained pursuant to the related Mortgage Loan Documents, unless such default has been waived in accordance with Section 3.07 or Section 3.20 hereof) under the related Mortgage Loan Documents, other than as described in clause (a), (b) or (c) above, that may, in the Master Servicer’s or the Special Servicer’s good faith and reasonable judgment, materially impair the value of the related Mortgaged Property as security for such Mortgage Loan or Serviced Loan Combination or otherwise materially and adversely affect the interests of Certificateholders (or, in the case of any Serviced Pari Passu Companion Loan, the interests of the related Serviced Pari Passu Companion Loan Holder(s)), which default has continued unremedied for the applicable cure period under the terms of such Mortgage Loan (or, if no cure period is specified, sixty (60) days); or
 
(e)           a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any 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 related Borrower and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or
 
(f)            the related Borrower shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling
 
 
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of assets and liabilities or similar proceedings of or relating to such Borrower or of or relating to all or substantially all of its property; or
 
(g)           the related Borrower shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors, or voluntarily suspended payment of its obligations; or
 
(h)           the Master Servicer or the Special Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect to the related Mortgaged Property;
 
provided, that a Serviced Mortgage Loan or Serviced Loan Combination shall cease to be a Specially Serviced Mortgage Loan when a Liquidation Event has occurred in respect of such Serviced Mortgage Loan or Serviced Loan Combination, or at such time as such of the following as are applicable occur with respect to the circumstances identified above that caused such Mortgage Loan to be characterized as a Specially Serviced Mortgage Loan (and provided that no other Servicing Transfer Event then exists):
 
(I)            with respect to the circumstances described in clauses (a) and (b) above, the related Borrower has made three consecutive full and timely Monthly Payments under the terms of such Mortgage Loan or Serviced Loan Combination (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related Borrower or by reason of a modification, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.20);
 
(II)          with respect to the circumstances described in clauses (c), (e), (f), and (g) above, such circumstances cease to exist in the good faith reasonable judgment, exercised in accordance with the Servicing Standard, of the Special Servicer;
 
(III)         with respect to the circumstances described in clause (d) above, such default is cured in the good faith reasonable judgment, exercised in accordance with the Servicing Standard, of the Special Servicer; and
 
(IV)         with respect to the circumstances described in clause (h) above, such proceedings are terminated.
 
Startup Day”:  With respect to each REMIC Pool, the day designated as such in Section 2.11(a) (in the case of REMIC I), Section 2.13(a) (in the case of REMIC II) or Section 2.15(a) (in the case of REMIC III), as applicable.
 
Stated Maturity Date”:  With respect to any Mortgage Loan or Serviced Pari Passu Companion Loan, the Due Date specified in the related Mortgage Note (as in effect on the Closing Date or, in the case of a Replacement Mortgage Loan, on the related date of substitution) on which the last payment of principal is due and payable under the terms of such Mortgage Loan or Serviced Pari Passu Companion Loan, without regard to any change in or modification of such terms in connection with a bankruptcy or similar proceeding involving the related Borrower or a modification, waiver or amendment of such Mortgage Loan or Serviced Pari
 
 
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Passu Companion Loan granted or agreed to by the Master Servicer or Special Servicer pursuant to Section 3.20 (or, in the case of (i) a Non-Trust-Serviced Pooled Mortgage Loan, by the related Non-Trust Master Servicer or the related Non-Trust Special Servicer pursuant to the related Non-Trust Pooling and Servicing Agreement and (ii) an ARD Mortgage Loan, without regard to its Anticipated Repayment Date).
 
Stated Principal Balance”:  With respect to any Mortgage Loan or Serviced Loan Combination (and any successor REO Mortgage Loan with respect thereto), a principal balance which (a) initially shall equal the unpaid principal balance thereof as of the related Cut-off Date or, in the case of any Replacement Mortgage Loan, as of the related date of substitution, in any event after application of all payments of principal due thereon on or before such date, whether or not received, and (b) shall be permanently reduced on each subsequent Distribution Date (to not less than zero) by the sum of:
 
(i)            that portion, if any, of the Unadjusted Principal Distribution Amount for such Distribution Date that is attributable to such Mortgage Loan or Serviced Loan Combination (or successor REO Mortgage Loan); and
 
(ii)           the principal portion of any Realized Loss incurred in respect of such Mortgage Loan or Serviced Loan Combination (or successor REO Mortgage Loan) during the related Collection Period;
 
provided that, if a Liquidation Event occurs in respect of any Mortgage Loan or Serviced Loan Combination or the related REO Mortgage Loan, then the “Stated Principal Balance” of such Mortgage Loan or Serviced Loan Combination or of the related REO Mortgage Loan, as the case may be, shall be zero commencing as of the close of business on the Distribution Date next following the Collection Period in which such Liquidation Event occurred; provided, further, that the Stated Principal Balance of any Non-Trust-Serviced Pooled Mortgage Loan will be calculated in accordance with the definition of “Stated Principal Balance” in the related Non-Trust Pooling and Servicing Agreement.  For purposes of this definition, monthly remittances to the Serviced Pari Passu Companion Loan Holders are deemed made on the Distribution Date in each calendar month.
 
Subordinate Class”:  The most subordinate Class among the Classes of Control-Eligible Certificates that has a Class Principal Balance, net of Appraisal Reduction Amounts allocable thereto, that is at least equal to 25% of its initial Class Principal Balance.
 
Subordinate Class Representative”:  As defined in Section 3.23(a).
 
Subordinate Control Period”:  Unless a Senior Consultation Period is deemed to occur and is continuing pursuant to clause (ii) of the definition of “Senior Consultation Period”, any period when the Class Principal Balance of the Class E Certificates, net of any Appraisal Reduction Amounts allocable to such Class, is at least 25% of the initial Class Principal Balance of the Class E Certificates.
 
No Subordinate Control Period shall limit the control and consultation righs of the “Controlling Note Holder” (as defined in the related Intercreditor Agreement) of any Pari Passu Companion Loan.
 
 
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Sub-Servicer”:  Any Person with which the Master Servicer or the Special Servicer has entered into a Sub-Servicing Agreement with respect to the Mortgage Loans or Serviced Loan Combinations in accordance with the terms hereof.
 
Sub-Servicing Agreement”:  The written contract between the Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer, on the other hand, relating to servicing and administration of Mortgage Loans or Serviced Loan Combinations as provided in Section 3.22.
 
Sub-Servicing Entity”:  Any Sub-Servicer or Servicing Function Participant retained by the Master Servicer (other than a Designated Sub-Servicer) or the Special Servicer.
 
Substitution Shortfall Amount”:  In connection with the substitution of one or more Replacement Mortgage Loans for any Defective Mortgage Loan, the amount, if any, by which the Purchase Price for such Defective Mortgage Loan (calculated as if it were to be repurchased, instead of replaced, on the relevant date of substitution), exceeds the initial Stated Principal Balance or the initial aggregate Stated Principal Balance, as the case may be, of such Replacement Mortgage Loan(s) as of the date of substitution.
 
Successful Bidder”:  As defined in Section 7.01(c).
 
Tax Administrator”:  The Certificate Administrator, in its capacity as tax administrator hereunder, or any successor tax administrator appointed as herein provided.
 
Tax Administrator Fee”:  At any time when the Certificate Administrator is not also the Tax Administrator, the portion of the Certificate Administrator Fee payable to the Tax Administrator in an amount agreed to by the Certificate Administrator and the Tax Administrator.
 
Tax Matters Person”:  With respect to any REMIC Pool, the Person designated as the “tax matters person” of such REMIC Pool in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1, which Person shall, pursuant to Section 10.01(b), be the Holder of Certificates evidencing the largest Percentage Interest in the Class R Certificates.
 
Tax Returns”:  The federal income tax return on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit Income (REMIC) Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holder of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each REMIC Pool due to its classification as a REMIC under the REMIC Provisions and the federal income tax return to be filed by the Certificate Administrator on behalf of the Grantor Trust Pool due to its classification as a Grantor Trust, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the IRS under any applicable provisions of federal tax law or any other governmental taxing authority under applicable state or local tax laws.
 
Termination Price”:  As defined in Section 9.01(a).
 
 
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Third Party Reports”:  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.
 
TIA”:  As defined in Section 12.12.
 
TIA Applicability Determination”:  As defined in Section 12.12.
 
 “Transfer”:  Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.
 
Transfer Affidavit and Agreement”:  As defined in Section 5.02(d).
 
Transferee”:  Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.
 
Transferor”:  Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.
 
Trust”:  The trust created hereby.
 
Trust Advisor”:  Pentalpha Surveillance LLC, and its successors in interest and assigns, or any successor trust advisor appointed as herein provided.
 
Trust Advisor Annual Report”:  As defined in Section 3.28(a)(ii).
 
Trust Advisor Expenses”:  With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts or expenses payable to (i) the Trust Advisor pursuant to Section 3.28(k) of this Agreement (other than any Trust Advisor Consulting Fees and the Trust Advisor Ongoing Fee) and (ii) the Non-Trust Trust Advisor pursuant to Section 3.05(a)(xix) of this Agreement.
 
Trust Advisor Consulting Fee”:  The fee designated and payable as such and payable to the Trust Advisor pursuant to Section 3.28(l).
 
Trust Advisor Ongoing Fee”:  With respect to each Serviced Mortgage Loan and any related successor REO Mortgage Loan (other than any Pari Passu Mortgage Loan or REO Mortgage Loan in respect thereof), the fee designated and payable as such to the Trust Advisor pursuant to Section 3.28(k).
 
Trust Advisor Ongoing Fee Rate”:  0.00235% per annum.
 
Trust Fund”:  All of the assets of all the REMIC Pools, the Grantor Trust Pool and the Loss of Value Reserve Fund.  For the avoidance of doubt, no Pari Passu Companion Loan is an asset of the Trust Fund.
 
Trustee”:  U.S. Bank National Association, in its capacity as trustee hereunder, or any successor trustee appointed as herein provided.
 
 
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Trustee Fee”:  With respect to each Mortgage Loan and REO Mortgage Loan, the fee designated as such and payable to the Trustee pursuant to Section 8.05(a).
 
Trustee Fee Rate”:  0.00038% per annum.
 
UCC”:  The Uniform Commercial Code in effect in the applicable jurisdiction.
 
UCC Financing Statement”:  A financing statement filed, or to be filed, pursuant to the UCC.
 
Unadjusted Distributable Certificate Interest”:  As defined in the definition of “Interest Distribution Amount.”
 
Unadjusted Principal Distribution Amount”:  As defined in the definition of “Principal Distribution Amount.”
 
Uncertificated Accrued Interest”:  As defined in Section 2.11(g) with respect to any REMIC I Regular Interest for any Interest Accrual Period and in Section 2.13(g) with respect to any REMIC II Regular Interest for any Interest Accrual Period.
 
Uncertificated Distributable Interest”:  As defined in Section 2.11(g) with respect to any REMIC I Regular Interest for any Distribution Date and in Section 2.13(g) with respect to any REMIC II Regular Interest for any Distribution Date.
 
Uncertificated Principal Balance”:  The principal balance outstanding from time to time of any REMIC I Regular Interest (calculated in accordance with Section 2.11(e) hereof) or any REMIC II Regular Interest (calculated in accordance with Section 2.13(e) hereof).
 
Underwriters”:  With respect to the Registered Certificates, Wells Fargo Securities, RBS Securities Inc. and Deutsche Bank Securities Inc., and with respect to the Non-Registered Certificates, Wells Fargo Securities, RBS Securities Inc. and Goldman, Sachs & Co.
 
United States Securities Person”:  Any “U.S. person” as defined in Rule 902(k) of Regulation S.
 
United States Tax Person”:  A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia, an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States Tax Persons have the authority to control all substantial decisions of the trust, all within the meaning of Section 7701(a)(30) of the Code (or, to the extent provided in the applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as United States Tax Persons).
 
Unliquidated Advance”:  Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder, on the
 
 
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one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsection (iii) of Section 3.05(a)(II) but that has not been recovered from the Borrower or otherwise from collections on or the proceeds of the Mortgage Loan, Serviced Loan Combination or REO Property in respect of which the Advance was made.
 
USPAP”:  The Uniform Standards of Professional Appraisal Practices.
 
Voting Rights”:  The voting rights evidenced by the respective Certificates.  At all times during the term of this Agreement:  99.0% of the Voting Rights shall be allocated among all the Holders of the various Classes of Principal Balance Certificates in proportion to the respective Class Principal Balances of such Classes (solely in connection with a proposed termination and replacement of the Special Servicer under Section 6.05(b) or Section 6.05(c) or the Trust Advisor under Section 3.28(m) or Section 3.28(n), as notionally reduced by any Appraisal Reduction Amounts allocable to the respective Classes of Certificates); 0.5% of the Voting Rights shall be allocated to the Holders of the Class X-A Certificates for as long as such Class is outstanding; and 0.5% of the Voting Rights will be allocated to the Holders of the Class X-B Certificates until the Class X-A Certificates are no longer outstanding, after which 1.0% of the Voting Rights shall be allocated to the Holders of the Class X-B Certificates.  Voting Rights allocated to a particular Class of Certificateholders shall be allocated among such Certificateholders in proportion to the respective Percentage Interests evidenced by their respective Certificates.  No Voting Rights shall be allocated to the Class R or Class V Certificateholders.
 
WAC Rate”:  With respect to each Interest Accrual Period, is the rate per annum equal to the weighted average, expressed as a percentage and rounded to six decimal places, of the REMIC I Remittance Rates applicable to the respective REMIC I Regular Interests for such Interest Accrual Period, weighted on the basis of the respective Uncertificated Principal Balances of such REMIC I Regular Interests outstanding immediately prior to the related Distribution Date.
 
Wells Fargo Securities”:  Wells Fargo Securities, LLC, or its successor in interest.
 
WFB”:  Wells Fargo Bank, National Association, or its successor in interest.
 
WHFIT”:  A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor provisions.
 
WHFIT Regulations”:  Treasury Regulations Section 1.671-5, as amended.
 
Within Grace Period Loan”:  With respect to any Monthly Payment or Assumed Monthly Payment due and payable, or deemed due and payable, in respect of any particular Mortgage Loan, the status attributable to that Mortgage Loan by reason of, if applicable, the fact that, although such Monthly Payment or Assumed Monthly Payment has not been received, the Due Date, together with any applicable grace period, for such Monthly Payment or Assumed Monthly Payment has not passed.
 
 
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Workout-Delayed Reimbursement Amount”:  As defined in subsection (II)(i) of Section 3.05(a).
 
Workout Fee”:  The fee designated as such in, and payable to the Special Servicer in connection with Corrected Mortgage Loans pursuant to, the second paragraph of Section 3.11(c).
 
Workout Fee Projected Amount”:  As defined in Section 3.11(c).
 
Workout Fee Rate”:  With respect to each Corrected Mortgage Loan, 1.00%.
 
Yield Maintenance Charge”:  With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires, by a Borrower in connection with a Principal Prepayment on, or other early collection of principal of, a Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that such Yield Maintenance Charge may be.
 
YM Group A”:  As defined in Section 4.01(c).
 
YM Group B”:  As defined in Section 4.01(c).
 
YM Groups”:  As defined in Section 4.01(c).
 
Section 1.02     General Interpretive Principles.
 
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
 
(i)           the terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;
 
(ii)          accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP as in effect from time to time;
 
(iii)         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;
 
(iv)        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;
 
(v)          the words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and
 
 
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(vi)         the terms “include” and “including” shall mean without limitation by reason of enumeration.
 
Section 1.03     Certain Calculations in Respect of the Mortgage Pool.
 
(a)          All amounts Received by the Trust in respect of any Cross-Collateralized Group, including any payments from Borrowers, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds (including any such collections on or in respect of Corrected Mortgage Loans but exclusive, if applicable, in the case of the Serviced Loan Combination, of amounts payable to the related Serviced Pari Passu Companion Loan Holder pursuant to the related Intercreditor Agreement), together with any other cash recoveries on and proceeds of any Cross-Collateralized Group shall be applied among the Mortgage Loans constituting such Cross-Collateralized Group in accordance with the express provisions of the related Mortgage Loan Documents and, in the absence of such express provisions, in accordance with the Servicing Standard.  All amounts Received by the Trust in respect of or allocable to any particular Mortgage Loan (but excluding any Non-Trust-Serviced Pooled Mortgage Loan, which shall be allocated in accordance with Section 1.03(c), hereof), including any payments from Borrowers, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds (including any such collections on or in respect of Corrected Mortgage Loans but exclusive, if applicable, in the case of the Serviced Loan Combination, of amounts payable to the related Serviced Pari Passu Companion Loan Holder pursuant to the related Intercreditor Agreement), together with any other cash recoveries on and proceeds of such Mortgage Loan shall be applied to amounts due and owing under the related Mortgage Note and Mortgage (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Loan Documents and, in the absence of such express provisions or if and to the extent that such terms authorize the lender to use its discretion, shall be applied:
 
(i)            first, as a recovery of any related and unreimbursed Servicing Advances (together with, without duplication, any Unliquidated Advances in respect of prior Servicing Advances and any prior Servicing Advances theretofore determined to constitute Nonrecoverable Servicing Advances) and, if applicable, unpaid Liquidation Expenses;
 
(ii)         second, as a recovery of accrued and unpaid interest (together with, without duplication, any Unliquidated Advances in respect of prior P&I Advances of such interest and any P&I Advances of interest theretofore determined to constitute Nonrecoverable P&I Advances) on such Mortgage Loan to, but not including, the Due Date in the Collection Period in which the collection occurred, exclusive, however, of any portion of such accrued and unpaid interest that constitutes Default Interest or, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, that constitutes Post-ARD Additional Interest; provided, that in no event shall any portion of any Liquidation Proceeds be applied under this clause second to any interest that previously accrued on a Mortgage Loan and constitutes an Appraisal-Reduced Interest Amount;
 
(iii)         third, as a recovery of principal (together with, without duplication, any Unliquidated Advances in respect of prior P&I Advances of such principal and any prior P&I Advances of such principal theretofore determined to constitute Nonrecoverable P&I
 
 
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Advances) of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if a Liquidation Event has occurred in respect of such Mortgage Loan, as a recovery of principal to the extent of its entire remaining unpaid principal balance);
 
(iv)          fourth, any Appraisal-Reduced Interest Amount then existing with respect to such Mortgage Loan;
 
(v)          fifth, unless a Liquidation Event has occurred in respect of such Mortgage Loan, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items;
 
(vi)        sixth, unless a Liquidation Event has occurred in respect of such Mortgage Loan, as a recovery of Reserve Funds to the extent then required to be held in escrow;
 
(vii)        seventh, as a recovery of any Default Charges then due and owing under such Mortgage Loan;
 
(viii)       eighth, as a recovery of any Prepayment Premium or Yield Maintenance Charge then due and owing under such Mortgage Loan;
 
(ix)          ninth, as a recovery of any assumption fees and modification fees then due and owing under such Mortgage Loan;
 
(x)          tenth, as a recovery of any other amounts then due and owing under such Mortgage Loan, other than remaining unpaid principal or, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, other than Post-ARD Additional Interest (if both (x) fees that constitute Additional Master Servicing Compensation or Additional Special Servicing Compensation and (y) Trust Advisor Consulting Fees are due and owing, first, allocated to fees that constitute Additional Master Servicing Compensation or Additional Special Servicing Compensation, and then allocated to Trust Advisor Consulting Fees);
 
(xi)         eleventh, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and
 
(xii)        twelfth, in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, as a recovery of accrued and unpaid Post-ARD Additional Interest on such ARD Mortgage Loan;
 
provided that, in connection with any Serviced Mortgage Loan (or Serviced Loan Combination), payments or proceeds received from the related borrower with respect to any partial release (including pursuant to a condemnation) of a Mortgaged Property at a time when the loan-to-value ratio of the related Serviced Mortgage Loan (or Serviced Loan Combination) exceeds 125% must be applied to reduce the principal balance of such Serviced Mortgage Loan (or Serviced Loan Combination) in the manner permitted by the REMIC Provisions.
 
 
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(b)          Amounts Received by the Trust with respect to each REO Property (other than, if applicable, any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan which shall be allocated in accordance with Section 1.03(c), hereof), exclusive of amounts to be applied to the payment of the costs of operating, managing, maintaining and disposing of such REO Property, shall be treated:
 
(i)            first, as a recovery of any related and unreimbursed Servicing Advances (together with any Unliquidated Advances in respect of prior Servicing Advances and any prior Servicing Advances theretofore determined to constitute Nonrecoverable Servicing Advances) and, if applicable, unpaid Liquidation Expenses;
 
(ii)          second, as a recovery of accrued and unpaid interest (together with any Unliquidated Advances in respect of prior P&I Advances of such interest and any P&I Advances of interest theretofore determined to constitute Nonrecoverable P&I Advances) on the related REO Mortgage Loan to, but not including, the Due Date in the Collection Period of receipt by or on behalf of the Trust, exclusive, however, of any portion of such accrued and unpaid interest that constitutes Default Interest or, in the case of an REO Mortgage Loan that relates to an ARD Mortgage Loan after its Anticipated Repayment Date, that constitutes Post-ARD Additional Interest; provided, that in no event shall any portion of any Liquidation Proceeds be applied under this clause second to any interest that previously accrued on a Mortgage Loan and constitutes an Appraisal-Reduced Interest Amount;
 
(iii)         third, as a recovery of principal (together with any Unliquidated Advances in respect of prior P&I Advances of such principal and any P&I Advances of principal theretofore determined to constitute Nonrecoverable P&I Advances) of the related REO Mortgage Loan to the extent of its entire unpaid principal balance;
 
(iv)          fourth, any Appraisal-Reduced Interest Amount then existing with respect to such Mortgage Loan;
 
(v)           fifth, as a recovery of any Default Charges deemed to be due and owing in respect of the related REO Mortgage Loan;
 
(vi)         sixth, as a recovery of any Prepayment Premium or Yield Maintenance Charge deemed to be due and owing in respect of the related REO Mortgage Loan;
 
(vii)        seventh, as a recovery of any other amounts deemed to be due and owing in respect of the related REO Mortgage Loan (other than, in the case of an REO Mortgage Loan that relates to an ARD Mortgage Loan after its Anticipated Repayment Date, accrued and unpaid Post-ARD Additional Interest (and if both (x) fees that constitute Additional Master Servicing Compensation or Additional Special Servicing Compensation and (y) Trust Advisor Consulting Fees are due and owing, first, allocated to fees that constitute Additional Master Servicing Compensation or Additional Special Servicing Compensation, and then allocated to Trust Advisor Consulting Fees)); and
 
 
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(viii)       eighth, in the case of an REO Mortgage Loan that relates to an ARD Mortgage Loan after its Anticipated Repayment Date, as a recovery of accrued and unpaid Post-ARD Additional Interest on such REO Mortgage Loan.
 
(c)          The parties hereto acknowledge that any payments, collections and recoveries received by the parties to the Non-Trust Pooling and Servicing Agreement related to a Non-Trust-Serviced Pooled Mortgage Loan are required to be allocated by such parties as interest, principal or other amounts in accordance with the terms and conditions of the related Intercreditor Agreement and the related Non-Trust-Serviced Pooled Mortgage Loan.
 
(d)         For the purposes of this Agreement, Post-ARD Additional Interest on an ARD Mortgage Loan or a successor REO Mortgage Loan with respect thereto shall be deemed not to constitute principal or any portion thereof and shall not be added to the unpaid principal balance or Stated Principal Balance of such ARD Mortgage Loan or successor REO Mortgage Loan, notwithstanding that the terms of the related Mortgage Loan Documents so permit.  To the extent any Post-ARD Additional Interest is not paid on a current basis, it shall be deemed to be deferred interest.
 
(e)          The foregoing applications of amounts received in respect of any Mortgage Loan or REO Property shall be determined by the Master Servicer and reflected in the appropriate monthly report from the Master Servicer and in the appropriate monthly Distribution Date Statement as provided in Section 4.02.
 
(f)           All net present value calculations and determinations made with respect to a Mortgage Loan (other than a Non-Trust-Serviced Pooled Mortgage Loan), a Serviced Loan Combination, Mortgaged Property or REO Property (other than the Trust’s interest in any REO Property acquired with respect to any Non-Trust-Serviced Pooled Mortgage Loan) (including for purposes of the definition of “Servicing Standard”) shall be made using a discount rate (a) for principal and interest payments on a Mortgage Loan or Serviced Loan Combination, or the sale of a Mortgage Loan or Serviced Loan Combination, the higher of (x) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Borrower on similar non-defaulted debt of such Borrower as of such date of determination and (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Loan Combination based on its outstanding principal balance (or, in connection with a sale of a Mortgage Loan related to a Serviced Loan Combination, the senior note interest rate), 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.
 
(g)           Amounts collected on or with respect to the Serviced Loan Combination or any related REO Property shall be applied in accordance with the allocation and payment provisions of the applicable Intercreditor Agreement.  In no event, however, shall there be charged to or borne by any one or more related Serviced Pari Passu Companion Loan Holder any out of pocket expense incurred under this Agreement that, in the good faith, reasonable judgment of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Tax Administrator, as applicable, (i) relates primarily to the general administration of the Trust Fund (and is not attributable to any particular mortgage loans), (ii) relates primarily to a REMIC Pool or the general administration thereof, (iii) relates primarily to any determination respecting the
 
 
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amount, payment or avoidance of any tax on the Trust Fund under the REMIC Provisions, (iv) relates to any unrelated Mortgage Loan, or (v) consists of the actual payment of any REMIC tax.  Section 1.03 and Section 3.05(a) of this Agreement shall be construed in accordance with the preceding statement.
 
Section 1.04     Cross-Collateralized Mortgage Loans.
 
Notwithstanding anything herein to the contrary, it is hereby acknowledged that any groups of Mortgage Loans identified on the Mortgage Loan Schedule as being cross-collateralized with each other are, in the case of each such particular group of Mortgage Loans, by their terms, cross-defaulted and cross-collateralized with each other.  For purposes of reference only in this Agreement, and without in any way limiting the servicing rights and powers of the Master Servicer and/or the Special Servicer, with respect to any Cross-Collateralized Mortgage Loan (or successor REO Mortgage Loan with respect thereto), the Mortgaged Property (or REO Property) that relates or corresponds thereto shall be the property identified in the Mortgage Loan Schedule as corresponding thereto.  The provisions of this Agreement, including each of the defined terms set forth in Section 1.01, shall be interpreted in a manner consistent with this Section 1.04; provided that, if there exists with respect to any Cross-Collateralized Group only one original of any document referred to in the definition of “Mortgage File” covering all the Mortgage Loans in such Cross-Collateralized Group, then the inclusion of the original of such document in the Mortgage File for any of the Mortgage Loans constituting such Cross-Collateralized Group shall be deemed an inclusion of such original in the Mortgage File for each such Mortgage Loan.
 
Section 1.05     Incorporation of Preliminary Statement.
 
The parties hereto acknowledge that the Preliminary Statement at the beginning of this Agreement constitutes a part of this Agreement.
 
ARTICLE II
 
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES; ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS,
REMIC II REGULAR INTERESTS, REMIC III COMPONENTS, REMIC I RESIDUAL
INTEREST, REMIC II RESIDUAL INTEREST, REMIC III RESIDUAL INTEREST
AND CERTIFICATES
 
Section 2.01     Conveyance of Mortgage Loans.
 
(a)          It is the intention of the parties hereto that a common law trust be established under the laws of the State of New York pursuant to this Agreement and, further that such trust be designated as “WFRBS Commercial Mortgage Trust 2012-C10”.  The fiscal year-end of such trust shall be December 31.  U.S. Bank National Association is hereby appointed, and does hereby agree to act, as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders.  This Agreement is not intended to create a partnership or a joint-stock association between or among any of the parties hereto.
 
 
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(b)          The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Original Mortgage Loans and all documents included in the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 4 (other than Section 4(c)) and 5 ((other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18) of each Mortgage Loan Purchase Agreement and (iii) all other assets included or to be included in the Trust Fund.  Such assignment includes (i) all scheduled payments of principal and interest under and proceeds of the Original Mortgage Loans received after their respective Cut-off Dates (other than scheduled payments of interest and principal due and payable on or before their respective Cut-off Dates, which amounts shall belong and be promptly remitted to the related Mortgage Loan Seller), together with all documents delivered or caused to be delivered hereunder with respect to the Original Mortgage Loans by the respective Mortgage Loan Sellers (including all documents included in the related Mortgage Files and Servicing Files and any related Additional Collateral); (ii) any REO Property acquired in respect of an Original Mortgage Loan (or, in the case of any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan, the beneficial interest of the holder of the related Non-Serviced Pari Passu Companion Loan with respect thereto); and (iii) such funds or assets as from time to time are deposited in the Collection Account (but not in any Serviced Pari Passu Companion Loan Custodial Account), the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established, and subject to the rights of any related Serviced Pari Passu Companion Loan Holder(s), the REO Account.
 
The Depositor’s transfer and conveyances of each Non-Trust-Serviced Pooled Mortgage Loan is subject to the related Non-Trust Pooling and Servicing Agreement and the related Intercreditor Agreement.
 
After the Depositor’s transfer of the Original Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust’s ownership of the Mortgage Loans.
 
(c)           The conveyance of the Original Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties hereto to constitute an absolute transfer of the Original Mortgage Loans and such other related rights and property by the Depositor to the Trustee for the benefit of the Certificateholders.  Furthermore, it is not intended that such conveyance be a pledge of security for a loan.  If such conveyance is determined to be a pledge of security for a loan, however, the Depositor and the Trustee intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement.  The Depositor and the Trustee also intend and agree that, in such event, (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Depositor shall be deemed to have granted and hereby grants to the Trustee (in such capacity) a first priority security interest in all of the Depositor’s right, title and interest in and to the following, whether now owned or existing or hereafter acquired or arising:  (1) the Mortgage Loans, (2) all principal and interest received on or with respect to such Mortgage Loans after the Cut-off Date (other than scheduled payments of interest and principal due and payable on such
 
 
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Mortgage Loans on or prior to their respective Cut-off Dates or, in the case of a Replacement Mortgage Loan, on or prior to the related date of substitution), (3) all amounts held from time to time in the Collection Account, the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established, the REO Accounts, and all investment earnings on such amounts, (4) all of the Depositor’s right, title and interest under the Mortgage Loan Purchase Agreements that are described under clause (ii) of the first sentence of Section 2.01(b), (5) all other assets included or to be included in the Trust Fund and (6) all income, payments, products and proceeds of any of the foregoing, together with any additions thereto or substitutions therefor, (iii) the possession by the Custodian on the Trustee’s behalf of the Mortgage Notes with respect to the Mortgage Loans subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law, and (iv) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law.  The Depositor shall file or cause to be filed, as a precautionary filing, a UCC financing statement substantially in the form attached as Exhibit J hereto in all appropriate locations in the State of Delaware promptly following the initial issuance of the Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to the extent reasonable), prepare and file continuation statements with respect thereto, in each case in the six month-period prior to every fifth anniversary of the date of the initial UCC financing statement.  The Depositor shall cooperate in a reasonable manner with the Certificate Administrator in the preparation and filing such continuation statements.  This Section 2.01(c) shall constitute notice to the Certificate Administrator pursuant to any requirements of the UCC in effect in each applicable jurisdiction.
 
(d)           In connection with the Depositor’s assignment pursuant to Section 2.01(b) above, the parties acknowledge that each Mortgage Loan Seller is obligated, at such Mortgage Loan Seller’s expense, pursuant to the related Mortgage Loan Purchase Agreement, to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (i) on or before the Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee as specified in clause (i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage File”)  and (ii) on or before the respective delivery dates therefor set forth in the related Mortgage Loan Purchase Agreement, the remainder of the Mortgage File and any Additional Collateral (other than Reserve Funds, which are to be transferred to the Master Servicer, and other than the originals of Letters of Credit, which are to be transferred to the Master Servicer) for each Original Mortgage Loan acquired by the Depositor from such Mortgage Loan Seller.  Notwithstanding the preceding sentence, if the applicable Mortgage Loan Seller cannot so deliver, or cause to be delivered, as to any Mortgage Loan, the original or a copy of any of the documents and/or instruments referred to in clauses (ii), (iii), (vii) and (ix)(A) of the definition of “Mortgage File”, with evidence of recording or filing (if applicable, and as the case may be) thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, as the case may be, then (subject to the obligation of such Mortgage Loan Seller to nonetheless (1) from time to time make or cause to
 
 
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be made reasonably diligent efforts to obtain such document or instrument (with such evidence) if it is not returned within a reasonable period after the date when it was transmitted for recording and (2) deliver such document or instrument to the Custodian (if such document or instrument is not otherwise returned to the Custodian) promptly upon such Mortgage Loan Seller’s receipt thereof), so long as a copy of such document or instrument, certified by such Mortgage Loan Seller or title agent as being a copy of the document deposited for recording or filing and (in the case of such clause (ii)) accompanied by an Officer’s Certificate of the applicable Mortgage Loan Seller or a statement from the title agent to the effect that such original Mortgage has been sent to the appropriate public recording official for recordation, has been delivered to the Custodian on or before the respective delivery dates therefor set forth in the related Mortgage Loan Purchase Agreement, the delivery requirements of the related Mortgage Loan Purchase Agreement shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; or if the applicable Mortgage Loan Seller cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan (exclusive of a Non-Trust-Serviced Pooled Mortgage Loan), the original of any of the documents and/or instruments referred to in clauses (iv) and (ix)(B) of the definition of “Mortgage File”, because such document or instrument has been delivered for recording or filing, as the case may be, then (subject to the obligation of such Mortgage Loan Seller to nonetheless (1) from time to time make or cause to be made reasonably diligent efforts to obtain such document or instrument (with such evidence) if it is not returned within a reasonable period after the date when it was transmitted for recording and (2) deliver such document or instrument to the Custodian (if such document or instrument is not otherwise returned to the Custodian) promptly upon such Mortgage Loan Seller’s receipt thereof), so long as a copy of such document or instrument, certified by such Mortgage Loan Seller, a title agent or a recording or filing agent as being a copy of the document deposited for recording or filing and accompanied by an Officer’s Certificate of such Mortgage Loan Seller or a statement from the title agent that such document or instrument has been sent to the appropriate public recording official for recordation (except that such copy and certification shall not be required if the Custodian is responsible for recordation of such document or instrument under this Agreement and such Mortgage Loan Seller has delivered the original unrecorded document or instrument to the Custodian on or before the date that is forty-five (45) days following the Closing Date), has been delivered to the Custodian on or before the respective delivery dates therefor set forth in the related Mortgage Loan Purchase Agreement, the delivery requirements of the related Mortgage Loan Purchase Agreement shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File.  In addition, with respect to each Mortgage Loan (exclusive of a Non-Trust-Serviced Pooled Mortgage Loan) under which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the parties acknowledge that the related Mortgage Loan Seller is contractually obligated to cause to be prepared, executed and delivered to the issuer of each such Letter of Credit such notices, assignments and acknowledgments as are required under such Letter of Credit to assign, without recourse, to the Trustee the related Mortgage Loan Seller’s rights as the beneficiary thereof and drawing party thereunder.  Furthermore, with respect to each Mortgage Loan (exclusive of a Non-Trust-Serviced Pooled Mortgage Loan), if any, as to which there exists a secured creditor impaired property insurance policy or pollution limited liability environmental impairment policy covering the related Mortgaged Property, the related Mortgage Loan Seller is contractually obligated to cause such policy, within a reasonable period following the Closing
 
 
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Date, to inure to the benefit of the Trustee on behalf of the Certificateholders (if and to the extent that it does not by its terms automatically inure to the holder of such Mortgage Loan).  The Depositor shall deliver to the Trustee and the Custodian on or before the Closing Date a fully executed counterpart of each Mortgage Loan Purchase Agreement.  With respect to a Non-Trust-Serviced Pooled Mortgage Loan, the parties hereto acknowledge the provisions of the related Mortgage Loan Purchase Agreement in which the related Mortgage Loan Seller represents, warrants and covenants to the effect that the documents described in clauses (ii), (iii) and (xi) of the definition of “Mortgage File” and documents comparable to those described in clauses (iv), (vi) and (ix)(B) of the definition of “Mortgage File” have been delivered to the trustee or custodian under the related Non-Trust Pooling and Servicing Agreement, except to the extent that the absence of such document does not constitute a breach pursuant to the terms of the related Non-Trust Pooling and Servicing Agreement.  In addition, with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the parties hereto acknowledge the provisions of the related Mortgage Loan Purchase Agreement in which the related Mortgage Loan Seller represents, warrants and covenants to the effect that any “Document Defect” as such term is defined in the applicable Non-Trust Pooling and Servicing Agreement shall constitute a Document Defect under the related Mortgage Loan Purchase Agreement; provided, that the foregoing shall not apply to the promissory note related to a Non-Serviced Pari Passu Companion Loan.  None of the Depositor, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by any Mortgage Loan Seller to comply with the document delivery requirements of the related Mortgage Loan Purchase Agreement.
 
(e)           The parties hereto acknowledge that each Mortgage Loan Purchase Agreement requires the related Mortgage Loan Seller, or its designee, to itself submit, or cause to be submitted, (i) each assignment of Mortgage and assignment of Assignment of Leases in favor of the Trustee referred to in clause (iv) of the definition of “Mortgage File” and (ii) each assignment of UCC Financing Statement in favor of the Trustee referred to in clause (ix)(B) of the definition of “Mortgage File”, for recording or filing to the extent that they are related to Mortgage Loans for which it is the applicable Mortgage Loan Seller.  Each such assignment shall reflect that it should be returned by the public recording office to the applicable Mortgage Loan Seller or its designee, and such Mortgage Loan Seller has agreed in the related Mortgage Loan Purchase Agreement to deliver or cause the delivery of each such assignment to the Custodian (with a copy thereof to the Master Servicer)) following recording, and each such assignment of UCC Financing Statement shall reflect that the file copy thereof or an appropriate receipt therefor, as applicable, should be returned to the applicable Mortgage Loan Seller or its designee, and such Mortgage Loan Seller has agreed in the related Mortgage Loan Purchase Agreement to deliver or cause the delivery of each such assignment to the Custodian (with a copy thereof to the Master Servicer) following filing; provided that in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the applicable Mortgage Loan Seller has agreed to obtain therefrom a copy of the recorded original and is required to provide a copy of such recorded original to the Custodian (with a copy to the Master Servicer).  The parties hereto further acknowledge that each Mortgage Loan Purchase Agreement requires the related Mortgage Loan Seller, if any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, to prepare or cause to be prepared promptly a substitute therefor or cure such defect, as the case may be, and thereafter cause the same to be duly recorded or filed, as appropriate.
 
 
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(f)           In connection with the Depositor’s assignment pursuant to Section 2.01(b) above, the parties acknowledge that each Mortgage Loan Seller is contractually obligated, at such Mortgage Loan Seller’s expense, pursuant to the related Mortgage Loan Purchase Agreement, to deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, on or before the Closing Date:  (i) a copy of the Mortgage File for each Original Mortgage Loan (except that copies of instruments of assignment shall be forwarded by the Custodian upon request when the originals are returned to the Custodian in accordance with Section 2.01(e)); (ii) originals or copies of all financial statements, appraisals, environmental reports, engineering reports, transaction screens, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates, major space leases, legal opinions and tenant estoppels and any other relevant documents relating to the origination and servicing of any Mortgage Loan or Serviced Loan Combination that are reasonably necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or Serviced Loan Combination in the possession or under the control of such Mortgage Loan Seller that relate to the Original Mortgage Loans transferred by it to the Depositor and, to the extent that any original documents or copies, as applicable, of the following documents are not required to be a part of a Mortgage File for any such Original Mortgage Loan or Serviced Loan Combination, originals or copies of all documents, certificates and opinions in the possession or under the control of such Mortgage Loan Seller that were delivered by or on behalf of the related Borrowers in connection with the origination of such Original Mortgage Loans (provided that such Mortgage Loan Seller shall not be required to deliver any attorney-client privileged communication, draft documents or any documents or materials prepared by it or its Affiliates for internal uses, including without limitation, credit committee briefs or memoranda and other internal approval documents); and (iii) all unapplied Reserve Funds and Escrow Payments in the possession or under the control of such Mortgage Loan Seller that relate to the Original Mortgage Loans transferred by such Mortgage Loan Seller to the Depositor.  The Master Servicer (or a Sub-Servicer on its behalf) shall hold all such documents, records and funds that it so receives on behalf of the Trust for the benefit of the Certificateholders and, insofar as they also relate to any Serviced Pari Passu Companion Loan, on behalf of and for the benefit of any and all related Serviced Pari Passu Companion Loan Holder(s).
 
(g)          With respect to the Mortgage Loans identified as Loan Nos. 17, 21, 23, 24, 61 and 64 on the Mortgage Loan Schedule, the Master Servicer shall, pursuant to the terms of the Mortgage Loan Documents and in any event within 90 days of the Closing Date, (i) provide notice of this securitization to the franchisor with respect to the related Mortgaged Property and (ii) request from such franchisor the issuance of a new estoppel certificate or comfort letter for the benefit of the Trust or the Trustee.
 
Section 2.02     Acceptance of Mortgage Loans by Trustee.
 
(a)          Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim.  The Custodian declares that it holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds
 
 
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and will hold the Original Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders.  To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Pari Passu Companion Loan Holder(s).  The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee.  In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II, (i) all documents specified in clause (i) of the definition of “Mortgage File” are in its possession, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan.
 
(b)           On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Trustee of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, the Serviced Pari Passu Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Pari Passu Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification):  (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity), the original or copy of documents specified in clauses (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan;
 
 
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and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iii)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File.  Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically to the Mortgage Loan Sellers, the Serviced Pari Passu Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan.  Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report).  The Master Servicer shall provide the contact name, mailing address and e-mail address of the Serviced Pari Passu Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information.  The contact name, mailing address and e-mail address of each initial Serviced Pari Passu Companion Loan Holder is set forth on Schedule X hereto.
 
(c)           If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund).
 
With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases.
 
With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower).  To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided.
 
 
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(d)           None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer or the Custodian is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face.  Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer or the Custodian shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction.
 
(e)           In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon.  It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.
 
Section 2.03     Certain Repurchases and Substitutions of Mortgage Loans by the Responsible Repurchase Parties.
 
(a)           If, in the process of reviewing the documents delivered or caused to be delivered by the Mortgage Loan Sellers as contemplated by Section 2.01(d), the Custodian discovers that any document required to have been delivered as contemplated by Section 2.01(d) has not been so delivered, or discovers that any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a “Document Defect”), or if, at any other time, the Custodian or any other party hereto discovers (without implying that any such party has a duty to make or attempt to make such discovery) a Document Defect in respect of any Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of the other parties hereto.  If any party hereto discovers (without implying that any such party has a duty to make or attempt to make such discovery) or receives notice of a breach of any representation or warranty relating to any Mortgage Loan set forth in or made pursuant to Section 4(b) or 4(g) of any Mortgage Loan Purchase Agreement (a “Breach”), such party shall promptly so notify each of the other parties hereto.  Upon the Trustee’s discovery or receipt of
 
 
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notice that a Document Defect or Breach exists with respect to any Mortgage Loan, the Trustee shall notify the Subordinate Class Representative, the Majority Subordinate Certificateholder, the Depositor, the Certificate Administrator, Custodian, the related Responsible Repurchase Party and the Rating Agencies.
 
(b)           Promptly upon its actual knowledge of any Material Document Defect or Material Breach with respect to any Mortgage Loan or its receipt of notice from the Trustee or any other party to this Agreement of a Material Document Defect or Material Breach with respect to any Mortgage Loan, the Master Servicer shall (and the Special Servicer may) notify the related Responsible Repurchase Party in writing (in each case, with a copy of the Depositor) of such Material Document Defect or Material Breach, as the case may be, and direct such Responsible Repurchase Party that it must, not later than (1) ninety (90) days from discovery of the subject Material Document Defect or Material Breach by the Responsible Repurchase Party, or (2) ninety (90) days from the receipt by such Responsible Repurchase Party of such notice (or, if (x) such Material Breach or Material Document Defect, as the case may be, relates to whether such Mortgage Loan is or, as of the Closing Date (or, in the case of a Replacement Mortgage Loan, as of the related date of substitution), was a Qualified Mortgage, and (y) such Responsible Repurchase Party discovered or received prompt written notice of the relation specified in clause (x), then (z) within ninety (90) days after any earlier discovery by the Responsible Repurchase Party or any party to this Agreement of such Material Breach or Material Document Defect, as the case may be) (such 90-day period, in any case, the “Initial Resolution Period”), correct or cure such Material Document Defect or Material Breach, as the case may be, in all material respects, or repurchase the affected Mortgage Loan (as, if and to the extent required by the related Mortgage Loan Purchase Agreement), at the applicable Purchase Price; provided that if such Responsible Repurchase Party certifies to the Trustee in writing (i) that such Material Document Defect or Material Breach, as the case may be, does not relate to whether the affected Mortgage Loan is or, as of the Closing Date (or, in the case of a Replacement Mortgage Loan, as of the related date of substitution), was a Qualified Mortgage, (ii) that such Material Document Defect or Material Breach, as the case may be, is capable of being cured but not within the applicable Initial Resolution Period, (iii) that such Responsible Repurchase Party has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach, as the case may be, during the applicable Initial Resolution Period, (iv) in the case of a Material Document Defect, that (x) the related Mortgage Loan is not, at the end of the Initial Resolution Period, then a Specially Serviced Mortgage Loan and a Servicing Transfer Event has not occurred as a result of a monetary default or as described in clause (e), (f) or (g) of the definition of “Specially Serviced Mortgage Loan” in this Agreement and (y) the Material Document Defect was not identified in a certification delivered to the Mortgage Loan Seller by the Custodian pursuant to Section 2.02 not less than ninety (90) days prior to the delivery of the notice of such Material Document Defect, and (v) that such Responsible Repurchase Party anticipates that such Material Document Defect or Material Breach, as the case may be, will be cured within an additional 90-day period (such additional 90-day period, the “Resolution Extension Period”) (a copy of which certification shall be delivered by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder and the Rating Agencies), then such Responsible Repurchase Party shall have an additional period equal to the Resolution Extension Period to complete such correction or cure (or, upon failure to complete such correction or cure, for the applicable Responsible Repurchase Party to repurchase the affected Mortgage Loan); and
 
 
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provided, further, that, in lieu of repurchasing the affected Mortgage Loan as contemplated above (but, in any event, no later than such repurchase would have to have been completed), the applicable Responsible Repurchase Party shall be permitted, during the three-month period following the Startup Day for the REMIC Pool that holds the affected Mortgage Loan (or during the two-year period following such Startup Day 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)), to replace the affected Mortgage Loan with one or more Qualifying Substitute Mortgage Loans and to pay a cash amount equal to the applicable Substitution Shortfall Amount, subject to any other applicable terms and conditions of the related Mortgage Loan Purchase Agreement and this Agreement.  The parties hereto agree that delivery by the Custodian of a certification or schedule of exceptions to a Mortgage Loan Seller or Responsible Repurchase Party shall not in and of itself constitute delivery of notice of any Material Document Defect or knowledge of such Mortgage Loan Seller or Responsible Repurchase Party of any Material Document Defect.  If any Mortgage Loan is to be repurchased or replaced as contemplated by this Section 2.03, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the applicable Purchase Price or Substitution Shortfall Amount (as the case may be) are to be wired, and the Master Servicer shall promptly notify the Trustee and the Certificate Administrator when such deposit is made.  Any such repurchase or replacement of a Mortgage Loan shall be on a whole loan, servicing released basis.  Notwithstanding this Section 2.03(b), the absence from the Mortgage File, (i) on the Closing Date of the Mortgage Note (or a lost note affidavit and indemnity with a copy of the Mortgage Note) and (ii) by the first anniversary of the Closing Date, of originals or copies of any other Specially Designated Mortgage Loan Document (without the presence of any factor that reasonably mitigates such absence, non-conformity or irregularity) shall (if the absence results from the related Mortgage Loan Seller’s failure to deliver such Specially Designated Mortgage Loan Document in accordance with the terms of the related Mortgage Loan Purchase Agreement) be conclusively presumed to be a Material Document Defect and shall obligate the party discovering such absence to give the Trustee prompt notice, whereupon the Trustee shall notify the applicable Responsible Repurchase Party (with a copy to the Depositor) to cure such Material Document Defect, or, failing that, repurchase or replace the related Mortgage Loan or REO Mortgage Loan, all in accordance with the procedures set forth, and to the extent permitted, herein.  Notwithstanding this Section 2.03(b), in the event of any Breach described in the second paragraph of Section 5(d) of any Mortgage Loan Purchase Agreement, the remedy described in such second paragraph of such Section 5(d) shall constitute the sole remedy available to the Trustee and any other affected Person with respect to such Breach.
 
The remedies provided for in this Section 2.03(b) with respect to any Material Document Defect or Material Breach with respect to any Mortgage Loan shall apply to the related REO Property.
 
If (x) a Defective Mortgage Loan is to be repurchased or replaced as described above, (y) such Defective Mortgage Loan is part of a Cross-Collateralized Group 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 the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other Crossed 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
 
 
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Crossed Loan for purposes of the above provisions, and the related Responsible Repurchase Party shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless, in the case of such Breach or Document Defect:
 
(A)          the related Responsible Repurchase Party (at its expense) delivers or causes to be delivered to the Trustee and the Master Servicer an Opinion of Counsel to the effect that such Responsible Repurchase Party’s repurchase of only those Mortgage Loans as to which a Material Breach has actually occurred without regard to the provisions of this paragraph (the “Affected Loan(s)”) and the operation of the remaining provisions of this Section 2.03(b) will not result in an Adverse REMIC Event or any Adverse Grantor Trust Event hereunder; and
 
(B)          each of the following conditions would be satisfied if the related Responsible Repurchase Party were to repurchase or replace only the Affected Loans and not the Other Crossed Loans:
 
(I)           the debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters immediately preceding the repurchase or replacement is not less than the least of (A) 0.10x below the debt service coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A-1 to the Prospectus Supplement, (B) the debt service coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding calendar quarters preceding the repurchase or replacement and (C) 1.25x;
 
(II)         the loan-to-value ratio for the Other Crossed Loans is not greater than the greatest of (A) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A-1 to the Prospectus Supplement plus 10%, (B) the loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected Loan(s)) at the time of repurchase or replacement and (C) 75%; and
 
(III)        the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group shall not impair the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group.
 
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 Responsible Repurchase Party 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 Responsible Repurchase Party if the
 
 
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scope and cost of the Appraisal is approved by the related Responsible Repurchase Party and the Subordinate Class Representative (such approval not to be unreasonably withheld in each case).
 
With respect to any Defective Mortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described in the preceding paragraph are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related Responsible Repurchase Party and the Trustee, as successor to the Depositor, are bound by an agreement (set forth 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 the Affected Loan(s) still held by the Trustee.  If the exercise of remedies by one such party would impair the ability of the other such party to exercise its remedies with respect to the Primary Collateral securing the Affected Loan or the Other Crossed Loans, as the case may be, held by the other such party, then both parties have agreed to forbear from exercising such remedies unless and until the Mortgage 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 any of the Cross-Collateralized 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 Stated Principal Balances.  All other terms of the Mortgage Loans shall remain in full force and effect, without any modification thereof.  The provisions of this paragraph shall be binding on all future holders of each Mortgage Loan that forms part of a Cross-Collateralized Group.
 
To the extent necessary and appropriate, the Trustee shall execute (or, subject to Section 3.01(b) and Section 3.10, provide the Master Servicer with a limited power of attorney that enables the Master Servicer to execute) the modification of the Mortgage Loan Documents that complies with the applicable Mortgage Loan Purchase Agreement to remove the threat of impairment of the ability of the Responsible Repurchase Party or the Trust Fund to exercise its remedies with respect to the Primary Collateral securing the Mortgage Loan(s) held by such party resulting from the exercise of remedies by the other such party; provided that the Trustee shall not be liable for any misuse of any such power of attorney by the Master Servicer.  The Master Servicer shall advance all costs and expenses incurred by the Trustee and the Master Servicer with respect to any Cross-Collateralized Group pursuant to this paragraph, and such advances and interest thereon shall (i) constitute and be reimbursable as Servicing Advances and (ii) be included in the calculation of Purchase Price for the Mortgage Loan(s) to be repurchased or replaced.  The Master Servicer shall not be liable to any Certificateholder or any other party hereto if a modification of the Mortgage Loan Documents described above cannot be effected for any reason beyond the control of the Master Servicer.
 
The reasonable “out-of-pocket” costs and expenses incurred by the Master Servicer, the Special Servicer, the Trustee and/or the Custodian pursuant to this Section 2.03(b), including reasonable attorney fees and expenses, shall constitute Servicing Advances to the extent not collected from the related Responsible Repurchase Party.
 
 
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(c)           Whenever one or more Replacement Mortgage Loans are substituted for a Defective Mortgage Loan by a Mortgage Loan Seller as contemplated by this Section 2.03, the Master Servicer shall direct the party effecting the substitution to deliver to the Custodian the related Mortgage File and a certification to the effect that such Replacement Mortgage Loan satisfies or such Replacement Mortgage Loans satisfy, as the case may be, all of the requirements of the definition of “Qualifying Substitute Mortgage Loan”.  No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03 if the Mortgage Loan to be replaced was itself a Replacement Mortgage Loan, in which case, absent a cure of the relevant Material Breach or Material Document Defect, the affected Mortgage Loan will be required to be repurchased as contemplated hereby.  Monthly Payments due with respect to each Replacement Mortgage Loan (if any) after the related date of substitution, and Monthly Payments due with respect to each corresponding Deleted Mortgage Loan (if any) after its respective Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund.  Monthly Payments due with respect to each Replacement Mortgage Loan (if any) on or prior to the related date of substitution, and Monthly Payments due with respect to each corresponding Deleted Mortgage Loan (if any) after the related date of substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the party effecting the related substitution promptly following receipt.
 
If any Mortgage Loan is to be repurchased or replaced by a Responsible Repurchase Party as contemplated by this Section 2.03, the Master Servicer shall direct such party to amend the Mortgage Loan Schedule to reflect the removal of any Deleted Mortgage Loan and, if applicable, the substitution of the related Replacement Mortgage Loan(s); and, upon its receipt of such amended Mortgage Loan Schedule, the Master Servicer shall deliver or cause the delivery of such amended Mortgage Loan Schedule to the other parties hereto.  Upon any substitution of one or more Replacement Mortgage Loans for a Deleted Mortgage Loan, such Replacement Mortgage Loan(s) shall become part of the Trust Fund and be subject to the terms of this Agreement in all respects.
 
The reasonable “out-of-pocket” costs and expenses incurred by the Master Servicer, the Special Servicer, the Trustee and/or the Custodian pursuant to this Section 2.03(b), including reasonable attorney fees and expenses, shall constitute Servicing Advances to the extent not collected from the related Responsible Repurchase Party.
 
(d)           Upon receipt of an Officer’s Certificate from the Master Servicer to the effect that the full amount of the Purchase Price or Substitution Shortfall Amount (as the case may be) for any Mortgage Loan repurchased or replaced by the related Responsible Repurchase Party as contemplated by this Section 2.03 has been deposited in the Collection Account, and further, if applicable, upon receipt of the Mortgage File for each Replacement Mortgage Loan (if any) to be substituted for a Deleted Mortgage Loan, together with any certifications and/or opinions required pursuant to Section 2.03(b) to be delivered by the applicable Responsible Repurchase Party, the Trustee and the Custodian shall each (i) release the Mortgage File and any Additional Collateral held by it or on its behalf for the Deleted Mortgage Loan to the related Responsible Repurchase Party or its designee and (ii) execute and deliver such instruments of release, transfer and/or assignment, in each case without recourse, as shall be provided to it and are reasonably necessary to vest in the applicable Responsible Repurchase Party or its designee the ownership of the Deleted Mortgage Loan, and the Master Servicer shall notify the Depositor
 
 
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and the affected Borrowers of the transfers of the Deleted Mortgage Loan(s) and any Replacement Mortgage Loan(s).  In connection with any such repurchase or substitution by the related Responsible Repurchase Party, each of the Master Servicer and the Special Servicer shall deliver to the applicable Responsible Repurchase Party or its designee any portion of the related Servicing File, together with any Escrow Payments, Reserve Funds and Additional Collateral, held by or on behalf of the Master Servicer or the Special Servicer, as the case may be, with respect to the Deleted Mortgage Loan, in each case at the expense of such Responsible Repurchase Party.  The reasonable “out-of-pocket” costs and expenses, including reasonable attorneys’ fees and expenses, incurred by the Master Servicer, the Special Servicer, the Trustee and/or the Custodian pursuant to this Section 2.03(d), to the extent not collected from the related Responsible Repurchase Party, shall be reimbursable to each of them as Servicing Advances in respect of the affected Mortgage Loan.
 
(e)           The related Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders, or the Trustee on their behalf, respecting any Document Defect or Breach with respect to any Mortgage Loan.  If, in connection with any Material Document Defect or Material Breach, the related Responsible Repurchase Party defaults on its obligations to cure such Material Document Defect or Material Breach and fails to deliver a Loss of Value Payment as provided in Section 2.03(h), as the case may be, in all material respects or to repurchase or replace the affected Mortgage Loan as contemplated by this Section 2.03, then the Master Servicer shall (and the Special Servicer may) promptly notify the Trustee, the Depositor, the Certificate Administrator, the Subordinate Class Representative and the Majority Subordinate Certificateholder, and the Certificate Administrator shall notify the Certificateholders.  Thereafter, the Trustee shall (and the Special Servicer may in its own name, or, as provided in Section 3.01(b) below, in the name of the Trustee) take such actions on behalf of the Trust with respect to the enforcement of such repurchase/substitution obligations, including the institution and prosecution of appropriate legal proceedings, as the Trustee (or, if applicable, the Special Servicer) shall determine are in the best interests of the Certificateholders (taken as a collective whole).  Any and all reasonable “out-of-pocket” costs and expenses incurred by the Master Servicer, the Trustee and/or the Special Servicer pursuant to this Section 2.03(e), including, reasonable attorney’s fees and expenses, to the extent not collected from the related Responsible Repurchase Party, shall constitute Servicing Advances in respect of the affected Mortgage Loan.
 
(f)           The Trustee shall not consent to the assignment by a Mortgage Loan Seller or Responsible Repurchase Party of their respective obligations under any Mortgage Loan Purchase Agreement unless such assignment is the subject of a Rating Agency Confirmation and, during any Subordinate Control Period, with the consent of the Subordinate Class Representative, which consent shall be deemed given if the Subordinate Class Representative does not respond within five (5) Business Days of receipt of the Trustee’s request.
 
(g)           If the Depositor, the Master Servicer or the Special Servicer (each a “Repurchase Request Recipient”):  (1) receives a Repurchase Communication of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or a Breach (a “Repurchase Request”); (2) receives a Repurchase Communication of a withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”); or (3) receives a Repurchase Communication that any Mortgage Loan that was
 
 
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subject of a Repurchase Request has been repurchased or replaced (a “Repurchase”) or that such Repurchase Request has been rejected (a “Repurchase Request Rejection”), then such party shall give written notice thereof to the applicable Mortgage Loan Seller and the other parties hereto and the Other Depositor (if applicable) promptly but in any case within ten (10) Business Days from the date of receipt thereof. Each notice required by this Section 2.03(g) (a “Rule 15Ga-1 Notice”) shall include:  (i) the date that the Repurchase Communication relating to the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, was received by the Repurchase Request Recipient; (ii) the identity of the Person making or withdrawing any such Repurchase Communication and the related Mortgage Loan; (iii) in the case of a Repurchase Communication of a Repurchase Request, the basis for the Repurchase Request asserted by the Person making the Repurchase Request, to the extent known to the Repurchase Request Recipient; and (iv) in the case of a Repurchase Communication of a Repurchase Request, a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request pursuant to Section 2.03(b).  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 2.03(g) 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 Mortgage Loan Seller, the Other Depositor (if applicable) 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 2.03(g) 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.
 
If the Trustee, the Certificate Administrator or the Custodian receives a Repurchase Communication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, such party shall forward such Repurchase Communication as soon as possible and in any event, no later than three (3) Business Days following receipt of such Repurchase Communication to the Master Servicer, if relating to a Performing Serviced Mortgage Loan, or to the Special Servicer, if relating to a Specially Serviced Mortgage Loan or REO Property and shall include the following statement in the related correspondence:  “This is a Repurchase Communication of a [“Repurchase Request”] [“Repurchase Request Withdrawal”] [“Repurchase”] [“Repurchase Request Rejection”] under Section 2.03 of the Pooling and Servicing Agreement relating to the WFRBS 2012-C10 Commercial Mortgage Pass-Through Certificates requiring action by you as the “Repurchase Request Recipient” of such Repurchase Communication thereunder”.  Upon receipt of any Repurchase Communication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection by the Master Servicer or the Special Servicer, as applicable, pursuant to the prior sentence, such party shall be deemed a Repurchase Request Recipient in respect of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, and such party shall comply with the procedures set forth in the prior paragraph of this Section 2.03(g) with respect to such Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.  In no event shall this provision require the Custodian (in its capacity as Custodian) in connection with its review of a Mortgage File to provide any notice
 
 
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other than as set forth in Section 2.02 of this Agreement.  None of the Trustee, the Certificate Administrator or the Custodian shall accept any oral Repurchase Communication of a Repurchase Request, and each of the Trustee, the Certificate Administrator and the Custodian shall direct any Person making an oral Repurchase Communication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection to submit it in writing (or by means of electronic mail in accordance with Section 12.06) to the Certificate Administrator (who will act in accordance with the first sentence of this paragraph).  Repurchase Communications of Repurchase Requests made to the Certificate Administrator must be submitted in writing or may be transmitted by electronic mail in accordance with Section 12.06 with a subject line of “Repurchase Request – WFRBS 2012-C10”.
 
The parties hereto agree that delivery of a Rule 15Ga-1 Notice shall not in and of itself constitute delivery of notice of any Material Document Defect or Material Breach or knowledge on the part of the Responsible Repurchase Party of any Material Document Defect or Material Breach.
 
(h)           If a Mortgage Loan Seller (or, if applicable, a related Responsible Repurchase Party), in connection with a Material Document Defect or a Material Breach (or an allegation of a Material Document Defect or a Material Breach) pertaining to a Mortgage Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller (or, if applicable, a related Responsible Repurchase Party) and the Special Servicer on behalf of the Trust (with the consent of the Majority Subordinate Certificateholder to the extent a Subordinate Control Period or Collective Consultation Period is then in effect) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(h) of this Agreement.  If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material Breach or Material Document Defect in lieu of any obligation of the Mortgage Loan Seller (or, if applicable, a related Responsible Repurchase Party) to otherwise cure such Material Breach or Material Document Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Breach or Material Document Defect under any circumstances.  This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller (or, if applicable, a related Responsible Repurchase Party)  and the Trust, provided, that prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller (or, if applicable, a related Responsible Repurchase Party) or the Trustee from exercising any of its rights related to a Material Document Defect or a Material Breach in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan), and provided, further, that such Loss of Value Payment shall not be greater than the repurchase price of the affected Mortgage Loan; and provided, further that a Material Document Defect or a Material Breach as a result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code may not be cured by a Loss of Value Payment.
 
 
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Section 2.04     Representations and Warranties of the Depositor.
 
(a)           The Depositor hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that solely as to itself:
 
(i)            The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina.
 
(ii)          The Depositor’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Depositor’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Depositor, is likely to affect materially and adversely the ability of the Depositor to perform its obligations under this Agreement.
 
(iii)          The Depositor has the full corporate power and authority to consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement.  This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors’ rights generally and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws.
 
(iv)         No litigation is pending or, to the best of the Depositor’s knowledge, threatened against the Depositor that, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or that, in the Depositor’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Depositor to perform its obligations under this Agreement.
 
(v)          Immediately prior to the transfer of the Original Mortgage Loans to the Trustee for the benefit of the Certificateholders pursuant to this Agreement, the Depositor had such right, title and interest in and to each Original Mortgage Loan as was transferred to it by the related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement.  The Depositor has not transferred any of its right, title and interest in and to the Original Mortgage Loans to any Person other than the Trustee.
 
(vi)         The Depositor is transferring all of its right, title and interest in and to the Original Mortgage Loans to the Trustee for the benefit of the Certificateholders free and
 
 
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clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor.
 
(vii)        Except for any actions that are the express responsibility of another party hereunder or under any Mortgage Loan Purchase Agreement, and further except for actions that the Depositor is expressly permitted to complete subsequent to the Closing Date, the Depositor has taken all actions required under applicable law to effectuate the transfer of all of its right, title and interest in and to the Original Mortgage Loans by the Depositor to the Trustee.
 
(viii)        No consent, approval, license, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Depositor of the transactions contemplated herein, except for (A) those consents, approvals, licenses, authorizations or orders that previously have been obtained or where the lack of such consent, approval, license, authorization or order would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement and (B) those filings and recordings of the Depositor and assignments thereof that are contemplated by this Agreement to be completed after the Closing Date.
 
(b)           The representations and warranties of the Depositor set forth in Section 2.04(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence.  Upon discovery by any party hereto of any breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice thereof to the other parties hereto.
 
Section 2.05     Representations and Warranties of the Master Servicer.
 
(a)           The Master Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:
 
(i)           The Master Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the United States, and the Master Servicer is in compliance with the laws of each State in which any related 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’s execution and delivery of, performance under and compliance with this Agreement, will not violate the Master Servicer’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Master Servicer, is likely to
 
 
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affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement.
 
(iii)          The Master Servicer has the full power and authority to enter into and consummate all transactions involving the Master Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
 
(iv)          This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors’ rights generally and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws.
 
(v)          The Master Servicer is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer to perform its obligations under this Agreement.
 
(vi)         No consent, approval, license, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Master Servicer of the transactions contemplated herein, except for those consents, approvals, licenses, authorizations or orders that previously have been obtained or where the lack of such consent, approval, license, authorization or order would not have a material adverse effect on the ability of the Master Servicer 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 entity or licensed in one or more states is not necessary for the performance by it of its obligations hereunder.
 
(vii)        No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that, if determined adversely to the Master Servicer, would prohibit the Master Servicer from entering into this Agreement or that, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this Agreement.
 
(viii)        The Master Servicer has errors and omissions insurance in the amounts and with the coverage to the extent required by Section 3.07(e).
 
 
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(b)           The representations and warranties of the Master Servicer set forth in Section 2.05(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence.  Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto.
 
(c)           Any successor to the Master Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.05(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.05(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.
 
Section 2.06     Representations and Warranties of the Special Servicer.
 
(a)           The Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:
 
(i)            The Special Servicer is a division of PNC Bank, National Association, which is a national banking association in good standing under the laws of the United States of America, and the Special Servicer is in compliance with the laws of each State in which any related Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and 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 under this Agreement.
 
(ii)           The Special Servicer’s execution and delivery of, performance under and compliance with this Agreement will not violate the Special Servicer’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Special Servicer, is likely to affect materially and adversely the ability of the Special Servicer to perform its obligations under this Agreement.
 
(iii)         The Special Servicer has the full power and authority to enter into and consummate all transactions involving the Special Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
 
(iv)          This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors’ rights generally and, to the extent applicable, the rights of creditors of national banks or of
 
 
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“financial companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws.
 
(v)          The Special Servicer is not in violation of, and its execution and delivery of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Special Servicer to perform its obligations under this Agreement.
 
(vi)         No consent, approval, license, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Special Servicer of the transactions contemplated herein, except for those consents, approvals, licenses, authorizations or orders that previously have been obtained or where the lack of such consent, approval, license, authorization or order would not have a material adverse effect on the ability of the Special Servicer to perform its obligations under this Agreement.
 
(vii)        No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that, if determined adversely to the Special Servicer, would prohibit the Special Servicer from entering into this Agreement or that, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations under this Agreement.
 
(viii)        The Special Servicer has errors and omissions insurance in the amounts and with the coverage required by Section 3.07(e).
 
(b)           The representations and warranties of the Special Servicer set forth in Section 2.06(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence.  Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto.
 
(c)           Any successor Special Servicer shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.06(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.06(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.
 
 
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Section 2.07     Representations and Warranties of the Trust Advisor.
 
(a)           The Trust Advisor hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:
 
(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 and possesses all licenses and authorizations necessary to the performance of its obligations under this Agreement.
 
(ii)          The Trust Advisor’s execution and delivery of, performance under and compliance with this Agreement will not violate the Trust Advisor’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Trust Advisor, is likely to affect materially and adversely the ability of the Trust Advisor to perform its obligations under this Agreement.
 
(iii)          The Trust Advisor has the requisite limited liability company power and authority to enter into and consummate all transactions involving the Trust Advisor contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
 
(iv)         This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Trust Advisor, enforceable against the Trust Advisor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors’ rights generally and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws.
 
(v)          The Trust Advisor is not in violation of, and its execution and delivery of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trust Advisor’s reasonable judgment, is likely to affect materially and adversely the ability of the Trust Advisor to perform its obligations under this Agreement.
 
(vi)         No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Trust Advisor
 
 
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of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained.
 
(vii)        No litigation is pending or, to the best of the Trust Advisor’s knowledge, threatened against the Trust Advisor that, if determined adversely to the Trust Advisor, would prohibit the Trust Advisor from entering into this Agreement or that, in the Trust Advisor’s reasonable judgment, is likely to materially and adversely affect the ability of the Trust Advisor to perform its obligations under this Agreement.
 
(viii)        The Trust Advisor is eligible to act in such capacity hereunder in accordance with Section 3.28.
 
(b)           The representations and warranties of the Trust Advisor set forth in Section 2.07(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence.  Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto.
 
(c)           Any successor Trust Advisor shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.07(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.07(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.
 
Section 2.08     Representations and Warranties of the Certificate Administrator.
 
(a)           The Certificate Administrator hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:
 
(i)            The Certificate Administrator is duly organized, validly existing and in good standing as a national banking association under the laws of the United States and possesses all licenses and authorizations necessary to the performance of its obligations under this Agreement.
 
(ii)         The Certificate Administrator’s execution and delivery of, performance under and compliance with this Agreement will not violate the Certificate Administrator’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Certificate Administrator, is likely to affect materially and adversely the ability of the Certificate Administrator to perform its obligations under this Agreement.
 
(iii)         The Certificate Administrator has the requisite power and authority to enter into and consummate all transactions involving the Certificate Administrator
 
 
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contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
 
(iv)          This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors’ rights generally and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws.
 
(v)           The Certificate Administrator is not in violation of, and its execution and delivery of, performance under and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate Administrator’s reasonable judgment, is likely to affect materially and adversely the ability of the Certificate Administrator to perform its obligations under this Agreement.
 
(vi)         No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Certificate Administrator of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained.
 
(vii)        No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator that, if determined adversely to the Certificate Administrator, would prohibit the Certificate Administrator from entering into this Agreement or that, in the Certificate Administrator’s reasonable judgment, is likely to materially and adversely affect the ability of the Certificate Administrator to perform its obligations under this Agreement.
 
(viii)        The Certificate Administrator is eligible to act in such capacity hereunder in accordance with Section 8.06.
 
(b)           The representations and warranties of the Certificate Administrator set forth in Section 2.08(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence.  Upon discovery by any party hereto of a breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the other parties hereto.
 
 
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(c)           Any successor Certificate Administrator shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.08(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.08(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.
 
Section 2.09     Representations and Warranties of the Tax Administrator.
 
(a)           The Tax Administrator hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:
 
(i)           The Tax Administrator is duly organized, validly existing and in good standing as a national banking association under the laws of the United States and possesses all licenses and authorizations necessary to the performance of its obligations under this Agreement.
 
(ii)          The Tax Administrator’s execution and delivery of, performance under and compliance with this Agreement will not violate the Tax Administrator’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the reasonable judgment of the Tax Administrator, is likely to affect materially and adversely the ability of the Tax Administrator to perform its obligations under this Agreement.
 
(iii)         The Tax Administrator has the requisite power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
 
(iv)          This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes the valid, legal and binding obligation of the Tax Administrator, enforceable against the Tax Administrator in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors’ rights generally and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws.
 
(v)           The Tax Administrator is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Tax Administrator’s reasonable judgment, is likely to affect materially
 
 
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and adversely the ability of the Tax Administrator to perform its obligations under this Agreement.
 
(vi)         No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Tax Administrator of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained.
 
(vii)        No litigation is pending or, to the best of the Tax Administrator’s knowledge, threatened against the Tax Administrator that, if determined adversely to the Tax Administrator, would prohibit the Tax Administrator from entering into this Agreement or that, in the Tax Administrator’s reasonable judgment, is likely to materially and adversely affect the ability of the Tax Administrator to perform its obligations under this Agreement.
 
(viii)       The Tax Administrator is eligible to act in such capacity hereunder in accordance with Section 8.06.
 
(b)           The representations and warranties of the Tax Administrator set forth in Section 2.09(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence.  Upon discovery by any party hereto of a breach of any such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice thereof to the other parties hereto, the Majority Subordinate Certificateholder and the Subordinate Class Representative.
 
(c)           Any successor to the Tax Administrator shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.09(a), subject to such appropriate modifications to the representation and warranty set forth in Section 2.09(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.
 
Section 2.10     Representations, Warranties and Covenants of the Trustee.
 
(a)           The Trustee hereby represents and warrants to, and covenants with, each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:
 
(i)           The Trustee is duly organized, validly existing and in good standing as a national banking association under the laws of the United States of America and is, shall be or, if necessary, shall appoint a co-trustee that is, in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan (insofar as such enforceability is dependent upon compliance by the Trustee with such laws) and to perform its obligations under this Agreement and possesses all licenses and authorizations necessary to the performance of its obligations under this Agreement.
 
 
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(ii)           The Trustee’s execution and delivery of, performance under and compliance with this Agreement, will not violate the Trustee’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a material breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which breach or default, in the good faith and reasonable judgment of the Trustee is likely to affect materially and adversely the ability of the Trustee to perform its obligations under this Agreement.
 
(iii)         The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
 
(iv)         This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors’ rights generally and, to the extent applicable, the rights of creditors of national banks or of “financial companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws.
 
(v)          The Trustee is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under this Agreement.
 
(vi)         No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Trustee of the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained.
 
(vii)        No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee that, if determined adversely to the Trustee, would prohibit the Trustee from entering into this Agreement or that, in the Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Trustee to perform its obligations under this Agreement.
 
(viii)        The Trustee is eligible to act as trustee hereunder in accordance with Section 8.06.
 
 
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(b)           The representations, warranties and covenants of the Trustee set forth in Section 2.10(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence.  Upon discovery by any party hereto of a breach of any such representations, warranties and covenants that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice thereof to the other parties hereto.
 
(c)           Any successor Trustee shall be deemed to have made, as of the date of its succession, each of the representations and warranties set forth in Section 2.10(a), subject to such appropriate modifications to the representation, warranty and covenant set forth in Section 2.10(a)(i) to accurately reflect such successor’s jurisdiction of organization and whether it is a corporation, partnership, bank, association or other type of organization.
 
Section 2.11     Creation of REMIC I; Issuance of the REMIC I Regular Interests and the REMIC I Residual Interest; Certain Matters Involving REMIC I.
 
(a)           It is the intention of the parties hereto that the following segregated pool of assets constitute a REMIC for federal income tax purposes and, further, that such segregated pool of assets be designated as “REMIC I”:  (i) the Mortgage Loans that are from time to time subject to this Agreement, together with (A) all payments under and proceeds of such Mortgage Loans received after the Closing Date (other than any Post-ARD Additional Interest) or, in the case of any such Mortgage Loan that is a Replacement Mortgage Loan, after the related date of substitution (other than scheduled payments of interest and principal due on or before the respective Cut-off Dates for such Mortgage Loans or, in the case of any such Mortgage Loan that is a Replacement Mortgage Loan, on or before the related date of substitution, and exclusive of any such amounts that constitute Excess Servicing Fees), and (B) all rights of the holder of such Mortgage Loans under the related Mortgage Loan Documents and in and to any related Additional Collateral; (ii) any REO Property acquired in respect of any Mortgage Loan (or, in the case of any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan, the beneficial interest of the holder of the related Mortgage Loan in such REO Property); (iii) such funds and assets as from time to time are deposited in the Collection Account (but not in any Serviced Pari Passu Companion Loan Custodial Account), the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established (but, in the case of any such account established with respect to a Serviced Loan Combination, subject to the rights of the Serviced Pari Passu Companion Loan Holders), the REO Accounts (exclusive of any such amounts that constitute Excess Servicing Fees); and (iv) the rights of the Depositor under Sections 2, 3, 4 (other than Section 4(c)) and 5 (and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18) of each Mortgage Loan Purchase Agreement.  The Closing Date is hereby designated as the “Startup Day” of REMIC I within the meaning of Section 860G(a)(9) of the Code.
 
(b)           Concurrently with the assignment to the Trustee of the Original Mortgage Loans and certain related assets, pursuant to Section 2.01(b), and in exchange therefor, the REMIC I Regular Interests and the REMIC I Residual Interest shall be issued.  A single separate REMIC I Regular Interest shall be issued with respect to each Original Mortgage Loan.  For purposes of this Agreement each REMIC I Regular Interest shall relate to the Original Mortgage
 
 
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Loan in respect of which it was issued, to each Replacement Mortgage Loan (if any) substituted for such Original Mortgage Loan and to each REO Mortgage Loan deemed outstanding with respect to any REO Property acquired in respect of such Original Mortgage Loan or any such Replacement Mortgage Loan (or, in the case of any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan, the beneficial interest of the holder of the related Mortgage Loan in any related REO Property).  None of the REMIC I Regular Interests shall be certificated.  The REMIC I Regular Interests and the REMIC I Residual Interest shall collectively constitute the entire beneficial ownership of REMIC I.
 
(c)           The REMIC I Regular Interests shall constitute the “regular interests” (within the meaning of Section 860G(a)(1) of the Code), and the REMIC I Residual Interest shall constitute the sole “residual interest” (within the meaning of Section 860G(a)(2) of the Code), in REMIC I. None of the parties hereto, to the extent it is within the control thereof, shall create or permit the creation of any other “interests” in REMIC I (within the meaning of Treasury Regulations Section 1.860D-1(b)(1)).
 
(d)           The designation for each REMIC I Regular Interest shall be the identification number for the related Original Mortgage Loan set forth in the Mortgage Loan Schedule.
 
(e)           Each REMIC I Regular Interest shall have an Uncertificated Principal Balance.  As of the Closing Date, the Uncertificated Principal Balance of each REMIC I Regular Interest shall equal the Cut-off Date Principal Balance of the related Original Mortgage Loan (as specified in the Mortgage Loan Schedule).  On each Distribution Date, the Uncertificated Principal Balance of each REMIC I Regular Interest shall be permanently reduced by any distributions of principal deemed made with respect to such REMIC I Regular Interest on such Distribution Date pursuant to Section 4.01(j) and shall be further adjusted in the manner and to the extent provided in Section 4.04(c).  Except as provided in the preceding sentence and except to the extent of the recovery of amounts previously allocated as a Realized Loss as a result of the reimbursement from principal collections of Nonrecoverable Advances, the Uncertificated Principal Balance of each REMIC I Regular Interest shall not otherwise be increased or reduced.  Deemed distributions to REMIC II in reimbursement of any Realized Losses and Additional Trust Fund Expenses previously deemed allocated to a REMIC I Regular Interest, shall not constitute deemed distributions of principal and shall not result in any reduction of the Uncertificated Principal Balance of such REMIC I Regular Interest.
 
(f)           The per annum rate at which each REMIC I Regular Interest shall accrue interest during each Interest Accrual Period is herein referred to as its “REMIC I Remittance Rate”.  The REMIC I Remittance Rate in respect of any particular REMIC I Regular Interest, for any Interest Accrual Period, shall equal:  (A) if the related Original Mortgage Loan is or was, as the case may be, a 30/360 Mortgage Loan, the related Net Mortgage Rate then in effect (including as a result of any step-up provision) for the related Original Mortgage Loan under the original terms of such Mortgage Loan in effect as of the Closing Date (without regard to any modifications, extensions, waivers or amendments of such Mortgage Loan subsequent to the Closing Date, whether entered into by the Master Servicer or the Special Servicer or in connection with any bankruptcy, insolvency or other similar proceeding involving the related Borrower) and (B) if the related Original Mortgage Loan is or was, as the case may be, an
 
 
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Actual/360 Mortgage Loan, a fraction (expressed as a percentage), the numerator of which is the product of 12 times the Adjusted Actual/360 Accrued Interest Amount with respect to such REMIC I Regular Interest for such Interest Accrual Period, and the denominator of which is the Uncertificated Principal Balance of such REMIC I Regular Interest immediately prior to the Distribution Date that corresponds to such Interest Accrual Period.
 
The “Adjusted Actual/360 Accrued Interest Amount” with respect to any REMIC I Regular Interest referred to in clause (B) of the second sentence of the prior paragraph, for any Interest Accrual Period, is an amount of interest equal to the product of (a) the Net Mortgage Rate then in effect (including as a result of any step-up provision) for the related Mortgage Loan under the original terms of such Mortgage Loan in effect as of the Closing Date (without regard to any modifications, extensions, waivers or amendments of such Mortgage Loan subsequent to the Closing Date, whether entered into by the Master Servicer or the Special Servicer or in connection with any bankruptcy, insolvency or other similar proceeding involving the related Borrower), multiplied by (b) a fraction, the numerator of which is the number of days in such Interest Accrual Period, and the denominator of which is 360, multiplied by (c) the Uncertificated Principal Balance of such REMIC I Regular Interest immediately prior to the Distribution Date that corresponds to such Interest Accrual Period; provided that, if the subject Interest Accrual Period occurs during (x) December of any year that does not immediately precede a leap year or (y) January of any year, then the amount of interest calculated with respect to the subject REMIC I Regular Interest pursuant to this definition for such Interest Accrual Period without regard to this proviso shall be decreased by the Interest Reserve Amount, if any (and the fraction described in clause (B) of the second sentence of the preceding paragraph shall be adjusted accordingly), with respect to the related Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) transferred, in accordance with Section 3.04(c), from the Distribution Account to the Interest Reserve Account on the Master Servicer Remittance Date that occurs immediately following the end of such Interest Accrual Period; and provided, further, that, if the subject Interest Accrual Period occurs during February of any year (or during any December or January preceding the month of the Final Distribution Date), then the amount of interest calculated with respect to the subject REMIC I Regular Interest pursuant to this definition for such Interest Accrual Period without regard to this proviso shall be increased by the Interest Reserve Amount(s), if any (and the fraction described in clause (B) of the second sentence of the preceding paragraph shall be adjusted accordingly), with respect to the related Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) transferred, in accordance with Section 3.05(c), from the Interest Reserve Account to the Distribution Account on the Master Servicer Remittance Date that occurs immediately following the end of such Interest Accrual Period.
 
(g)           Each REMIC I Regular Interest shall bear interest.  Such interest shall be calculated on a 30/360 Basis and, during each Interest Accrual Period, such interest shall accrue at the REMIC I Remittance Rate with respect to such REMIC I Regular Interest for such Interest Accrual Period on the Uncertificated Principal Balance of such REMIC I Regular Interest outstanding immediately prior to the related Distribution Date.  The total amount of interest accrued with respect to each REMIC I Regular Interest during each Interest Accrual Period is referred to herein as its “Uncertificated Accrued Interest” for such Interest Accrual Period.  The portion of the Uncertificated Accrued Interest with respect to any REMIC I Regular Interest for any Interest Accrual Period that shall be distributable to REMIC II, as the holder of such
 
 
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REMIC I Regular Interest, on the related Distribution Date pursuant to Section 4.01(j), shall be an amount (herein referred to as the “Uncertificated Distributable Interest” with respect to such REMIC I Regular Interest for the related Distribution Date) equal to (i) the Uncertificated Accrued Interest with respect to such REMIC I Regular Interest for the related Interest Accrual Period, reduced (to not less than zero) by (ii) the portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution Date that is allocable to such REMIC I Regular Interest.  For purposes of the foregoing, the Net Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated among all the REMIC I Regular Interests on a pro rata basis in accordance with their respective amounts of Uncertificated Accrued Interest for the related Interest Accrual Period.  If the entire Uncertificated Distributable Interest with respect to any REMIC I Regular Interest for any Distribution Date is not deemed distributed to REMIC II, as the holder of such REMIC I Regular Interest, on such Distribution Date pursuant to Section 4.01(j), then the unpaid portion of such Uncertificated Distributable Interest shall be distributable with respect to such REMIC I Regular Interest for future Distribution Dates as provided in such Section 4.01(j).
 
(h)           Solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC I Regular Interest shall be the Rated Final Distribution Date.
 
(i)            The REMIC I Residual Interest will not have a principal balance and will not bear interest.
 
Section 2.12     Conveyance of the REMIC I Regular Interests; Acceptance of the REMIC I Regular Interests by Trustee.
 
The Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all of its right, title and interest in and to the REMIC I Regular Interests to the Trustee for the benefit of the Holders of the Regular Certificates and the Class R Certificates.  The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Regular Certificates and the Class R Certificates.
 
Section 2.13     Creation of REMIC II; Issuance of the REMIC II Regular Interests and the REMIC II Residual Interest; Certain Matters Involving REMIC II.
 
(a)           It is the intention of the parties hereto that the segregated pool of assets consisting of the REMIC I Regular Interests constitute a REMIC for federal income tax purposes and, further, that such segregated pool of assets be designated as “REMIC II”.  The Closing Date is hereby designated as the “Startup Day” of REMIC II within the meaning of Section 860G(a)(9) of the Code.
 
(b)           Concurrently with the assignment of the REMIC I Regular Interests to the Trustee pursuant to Section 2.12 and in exchange therefor, the REMIC II Regular Interests and the REMIC II Residual Interest shall be issued.  None of the REMIC II Regular Interests shall be
 
 
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certificated.  The REMIC II Regular Interests and the REMIC II Residual Interest shall collectively constitute the entire beneficial ownership of REMIC II.
 
(c)            The REMIC II Regular Interests shall constitute the “regular interests” (within the meaning of Section 860G(a)(1) of the Code), and the REMIC II Residual Interest shall constitute the sole “residual interest” (within the meaning of Section 860G(a)(2) of the Code), in REMIC II.  None of the parties hereto, to the extent it is within the control thereof, shall create or permit the creation of any other “interests” in REMIC II (within the meaning of Treasury Regulations Section 1.860D-1(b)(1)).
 
(d)           The REMIC II Regular Interests will have the alphabetic or alphanumeric designations indicated in the table set forth in the Preliminary Statement under the caption “REMIC II”.
 
(e)           Each REMIC II Regular Interest shall have an Uncertificated Principal Balance.  As of the Closing Date, the Uncertificated Principal Balance of each REMIC II Regular Interest shall equal the amount set forth opposite such REMIC II Regular Interest in the table set forth in the Preliminary Statement under the caption “REMIC II”.  On each Distribution Date, the Uncertificated Principal Balance of each REMIC II Regular Interest shall be permanently reduced by any distributions of principal deemed made with respect to such REMIC II Regular Interest on such Distribution Date pursuant to Section 4.01(i) and shall be further adjusted in the manner and to the extent provided in Section 4.04(b).  Except as provided in the preceding sentence and except to the extent of the recovery of amounts previously allocated as a Realized Loss as a result of the reimbursement from principal collections of Nonrecoverable Advances, the Uncertificated Principal Balance of each REMIC II Regular Interest shall not otherwise be increased or reduced.  Deemed distributions to REMIC III in reimbursement of any Realized Losses and Additional Trust Fund Expenses previously deemed allocated to a REMIC II Regular Interest, shall not constitute deemed distributions of principal and shall not result in any reduction of the Uncertificated Principal Balance of such REMIC II Regular Interest.
 
(f)            The per annum rate at which each REMIC II Regular Interest shall accrue interest during each Interest Accrual Period is herein referred to as its “REMIC II Remittance Rate”.  The REMIC II Remittance Rate with respect to each REMIC II Regular Interest for any Interest Accrual Period shall be the WAC Rate for such Interest Accrual Period.
 
(g)           Each REMIC II Regular Interest shall bear interest.  Such interest shall be calculated on a 30/360 Basis and, during each Interest Accrual Period, such interest shall accrue at the REMIC II Remittance Rate with respect to such REMIC II Regular Interest for such Interest Accrual Period on the Uncertificated Principal Balance of such REMIC II Regular Interest outstanding immediately prior to the related Distribution Date.  The total amount of interest accrued with respect to each REMIC II Regular Interest during each Interest Accrual Period is referred to herein as its “Uncertificated Accrued Interest” for such Interest Accrual Period.  The portion of the Uncertificated Accrued Interest with respect to any REMIC II Regular Interest for any Interest Accrual Period that shall be distributable to REMIC III, as the holder of such REMIC II Regular Interest, on the related Distribution Date pursuant to Section 4.01(i), shall be an amount (herein referred to as the “Uncertificated Distributable
 
 
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Interest” with respect to such REMIC II Regular Interest for the related Distribution Date) equal to (i) the Uncertificated Accrued Interest with respect to such REMIC II Regular Interest for the related Interest Accrual Period, reduced (to not less than zero) by (ii) the portion of any Net Aggregate Prepayment Interest Shortfall for such Distribution Date that is allocable to such REMIC II Regular Interest.  For purposes of the foregoing, the Net Aggregate Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated among all the REMIC II Regular Interests on a pro rata basis in accordance with their respective amounts of Uncertificated Accrued Interest for the related Interest Accrual Period.  If the entire Uncertificated Distributable Interest with respect to any REMIC II Regular Interest for any Distribution Date is not deemed distributed to REMIC III, as the holder of such REMIC II Regular Interest, on such Distribution Date pursuant to Section 4.01(i), then the unpaid portion of such Uncertificated Distributable Interest shall be distributable with respect to such REMIC II Regular Interest for future Distribution Dates as provided in such Section 4.01(i).
 
(h)           Solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC II Regular Interest shall be the Rated Final Distribution Date.
 
(i)            The REMIC II Residual Interest shall not have a principal balance and shall not bear interest.
 
Section 2.14     Conveyance of the REMIC II Regular Interests; Acceptance of the REMIC II Regular Interests by Trustee.
 
The Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all of its right, title and interest in and to the REMIC II Regular Interests to the Trustee for the benefit of the Holders of the Regular Certificates and the Class R Certificates.  The Trustee acknowledges the assignment to it of the REMIC II Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of the Regular Certificates and the Class R Certificates.
 
Section 2.15     Creation of REMIC III; Issuance of the Regular Certificates, the REMIC III Components and the REMIC III Residual Interest.
 
(a)          It is the intention of the parties hereto that the segregated pool of assets consisting of the REMIC II Regular Interests constitute a REMIC for federal income tax purposes and, further, that such segregated pool of assets be designated as “REMIC III”.  The Closing Date is hereby designated as the “Startup Day” of REMIC III within the meaning of Section 860G(a)(9) of the Code.
 
(b)           Concurrently with the assignment of the REMIC II Regular Interests to the Trustee pursuant to Section 2.14 and in exchange therefor, the REMIC III Residual Interest shall be issued and the Certificate Administrator shall execute, and the Authenticating Agent shall authenticate and deliver, to or upon the order of the Depositor, the Class A-1, Class A-2, Class A-3, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates in authorized denominations.  The Class X-A Certificates shall evidence
 
 
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the ownership of five (5) “regular interests” corresponding to the REMIC III Components whose designations are described in the first sentence under the caption “REMIC III—Designations of the REMIC III Components” in the Preliminary Statement hereto and the Class X-B Certificates shall evidence the ownership of two (2) “regular interests” corresponding to the REMIC III Components whose designations are described in the second sentence under the caption “REMIC III—Designations of the REMIC III Components” in the Preliminary Statement hereto.  The interests evidenced by the Regular Certificates and the REMIC III Residual Interest shall collectively constitute the entire beneficial ownership of REMIC III.
 
(c)           The Regular Certificates, in the case of those Principal Balance Certificates, and the REMIC III Components, in the case of the Interest Only Certificates, shall constitute the “regular interests” (within the meaning of Section 860G(a)(1) of the Code), and the REMIC III Residual Interest shall constitute the sole “residual interest” (within the meaning of Section 860G(a)(2) of the Code), in REMIC III.  None of the parties hereto, to the extent it is within the control thereof, shall create or permit the creation of any other “interests” in REMIC III (within the meaning of Treasury Regulations Section 1.860D-1(b)(1)).
 
(d)           [Reserved.]
 
(e)           Each Class of Principal Balance Certificates shall have a Class Principal Balance.  As of the Closing Date, the Class Principal Balance of each such Class of Principal Balance Certificates shall equal the amount set forth opposite such Class of Certificates in the table set forth in the Preliminary Statement under the caption “REMIC III”.  On each Distribution Date, the Class Principal Balance of each such Class of Principal Balance Certificates shall be permanently reduced by any distributions of principal made in respect of such Class on such Distribution Date pursuant to Section 4.01(a) and shall be further adjusted in the manner and to the extent provided in Section 4.04(a).  Except as provided in the preceding sentence and except to the extent of the recovery of amounts previously allocated as a Realized Loss as a result of the reimbursement from principal collections of Nonrecoverable Advances, the Class Principal Balance of each such Class of Principal Balance Certificates shall not otherwise be increased or reduced.  Distributions in reimbursement of the Holders of any such Class of Principal Balance Certificates for previously allocated Realized Losses and Additional Trust Fund Expenses shall not constitute distributions of principal and shall not result in any reduction of the Certificate Principal Balances of such Principal Balance Certificates or of the related Class Principal Balance of such Class of Principal Balance Certificate.
 
The Interest Only Certificates shall not have principal balances.  For purposes of accruing interest, however, each Class of Interest Only Certificates shall have or be deemed to have a Class Notional Amount that is, as of any date of determination, equal to:  (i) in the case of the Class X-A Certificates, the total of the then Component Notional Amounts of the REMIC III Components of the Class X-A Certificates; and (ii) in the case of the Class X-B Certificates, the total of the then Component Notional Amounts of the REMIC III Components of the Class X-B Certificates.
 
None of the REMIC III Components of the Class X-A Certificates or the REMIC III Components of the Class X-B Certificates shall have a principal balance.  For purposes of accruing interest, however, each REMIC III Component of the Class X-A
 
 
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Certificates and each REMIC III Component of the Class X-B Certificates shall have a Component Notional Amount.  The Component Notional Amount of each REMIC III Component of the Class X-A Certificates is, as of any date of determination, equal to the then current Uncertificated Principal Balance of the REMIC II Regular Interest that is the Corresponding REMIC II Regular Interest for such REMIC III Component.  The Component Notional Amount of each REMIC III Component of the Class X-B Certificates is, as of any date of determination, equal to the then current Uncertificated Principal Balance of the REMIC II Regular Interest that is the Corresponding REMIC II Regular Interest for such REMIC III Component.
 
(f)            Each Class of Regular Certificates shall have or be deemed to have a Pass-Through Rate as set forth in the definition of “Pass-Through Rate.”
 
(g)           Solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each Class of Regular Certificates and shall be the Rated Final Distribution Date.
 
(h)           The REMIC III Residual Interest shall not have a principal balance and shall not bear interest.
 
Section 2.16     Issuance of the Class R Certificates.
 
Simultaneously with the issuance of the Regular Certificates, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, to or upon the order of the Depositor, the Class R Certificates in authorized denominations, and evidencing the entire beneficial ownership of each of the REMIC I Residual Interest, the REMIC II Residual Interest and the REMIC III Residual Interest.  The rights of the Holders of the Class R Certificates to receive distributions from the proceeds of the Trust Fund, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement.
 
Section 2.17     Grantor Trust Pool; Issuance of the Class V Certificates.  (a)  It is the intention of the parties hereto that: (i) the segregated pool of assets consisting of any collections of Post-ARD Additional Interest Received by the Trust with respect to the Mortgage Loans that are ARD Mortgage Loans and/or any successor REO Mortgage Loans with respect thereto shall constitute a separate portion of the Trust Fund, and the Class V Certificates are hereby designated as representing undivided beneficial interests in such portion of the Trust Fund; (ii) such portion of the Trust Fund constitute a Grantor Trust for federal income tax purposes; and (iii) such segregated pools of assets be collectively designated as the “Grantor Trust Pool” and that the affairs of such portions of the Trust Fund shall be conducted so as to qualify as a Grantor Trust.  The provisions of this Agreement shall be interpreted consistently with the foregoing intention.  The Trustee, by its execution and delivery hereof, acknowledges the assignment to it of the assets of the Grantor Trust Pool and declares that it holds and will hold such assets in trust for the exclusive use and benefit of all present and future Holders of the Class V Certificates.
 
(b)           Simultaneously with the assignment to the Trustee of the assets included in the Grantor Trust Pool, the Certificate Registrar shall execute, and the Authenticating Agent
 
 
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shall authenticate and deliver, to or upon the order of the Depositor, the Class V Certificates in authorized denominations evidencing the entire beneficial ownership of the Grantor Trust Pool.  The rights of the Holders of the Class V Certificates to receive distributions from the proceeds of the Grantor Trust Pool, and all ownership interests of such Holders in and to such distributions, shall be as set forth in this Agreement.
 
ARTICLE III
 
ADMINISTRATION AND SERVICING OF THE TRUST FUND
 
Section 3.01     General Provisions.
 
(a)            Each of the Master Servicer and the Special Servicer shall service and administer the Serviced Mortgage Loans, the Serviced Pari Passu Companion Loan and any Administered REO Properties that it is obligated (as provided below) to service and administer pursuant to this Agreement on behalf of the Trustee, and in the best interests and for the benefit of the Certificateholders (or, in the case of any Serviced Loan Combination, of the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)) (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), as a collective whole, in accordance with any and all applicable laws, the terms of this Agreement, the terms of the respective Serviced Mortgage Loans and, in the case of the Serviced Loan Combination, the terms of the related Intercreditor Agreement (provided that, in the event the Master Servicer or Special Servicer, as applicable, in its reasonably exercised judgment determines that following the terms of any Mortgage Loan Document would or potentially would result in an Adverse REMIC Event (for which determination, the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel, the cost of which will be reimbursed as an Additional Trust Fund Expense by withdrawal from the Collection Account), the Master Servicer or the Special Servicer, as applicable, must comply with the REMIC Provisions to the extent necessary to avoid an Adverse REMIC Event) and, to the extent consistent with the foregoing, in accordance with the Servicing Standard.  In clarification of, and neither in addition to nor in deletion of the duties and obligations of the Master Servicer or the Special Servicer pursuant to this Agreement, no provision herein contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability of payments on the Mortgage Loans or the Serviced Pari Passu Companion Loan or shall be construed to impair or adversely affect any rights or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including with respect to Master Servicing Fees or the right to be reimbursed for Advances).  Any provision in this Agreement for any Advance by the Master Servicer, the Special Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and, if applicable, the Serviced Pari Passu Companion Loan Holders, and not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans.  No provision hereof shall be construed to impose liability on the Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders (or, in the case of any Serviced Loan Combination, to the Certificateholders and the related Serviced Pari Passu Companion Loan Holder(s)) in respect of a Mortgage Loan at any time after a determination of present value recovery made in its reasonable and good faith
 
 
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judgment in accordance with the Servicing Standard by the Master Servicer or Special Servicer hereunder at any time is less than the amount reflected in such determination.  Without limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer shall service and administer all Performing Serviced Mortgage Loans and Performing Serviced Pari Passu Companion Loans, (ii) the Special Servicer shall service and administer (x) each Serviced Mortgage Loan and each Serviced Pari Passu Companion Loan (other than Corrected Mortgage Loans) as to which a Servicing Transfer Event has occurred, and (y) each Administered REO Property; provided, that the Master Servicer shall continue to (A) make P&I Advances required hereunder with respect to each Mortgage Loan that constitutes a Specially Serviced Mortgage Loan and each successor REO Mortgage Loan in respect thereof, (B) make Servicing Advances required hereunder with respect to any Specially Serviced Mortgage Loans and Administered REO Properties (and related REO Mortgage Loans), (C) receive payments, collect information and deliver reports to the Certificate Administrator and the Trustee required hereunder with respect to any Specially Serviced Mortgage Loans and Administered REO Properties (and the related REO Mortgage Loans), and (D) render such incidental services with respect to any Specially Serviced Mortgage Loans and Administered REO Properties as and to the extent as may be specifically provided for herein.  In addition, the Master Servicer shall notify the Special Servicer within three (3) Business Days following its receipt of any collections on any Specially Serviced Mortgage Loan or REO Mortgage Loan, the Special Servicer shall within one Business Day thereafter notify the Master Servicer with instructions on how to apply such collections and the Master Servicer shall apply such collections in accordance with such instructions within one Business Day following the Master Servicer’s receipt of such notice.
 
(b)           Subject to Section 3.01(a) and the other terms and provisions of this Agreement, the Master Servicer and the Special Servicer shall each have full power and authority, acting alone or, subject to Section 3.22, through Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable.  Without limiting the generality of the foregoing, the Master Servicer (with respect to those Serviced Mortgage Loans and Serviced Pari Passu Companion Loan that it is obligated to service and administer pursuant to this Agreement) and the Special Servicer (with respect to the Specially Serviced Mortgage Loans and Administered REO Properties), in its own name or in the name of the Trustee, is hereby authorized and empowered by the Trustee (and in the case of the Serviced Loan Combination is, pursuant to the related Intercreditor Agreement, authorized by the related Serviced Pari Passu Companion Loan Holder) to execute and deliver, on behalf of the Certificateholders, the Trustee (and in the case of the Serviced Loan Combination), the Serviced Pari Passu Companion Loan Holder, or any of them:  (i) 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 on the related Mortgaged Property and other related collateral; (ii) 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 (iii) subject to Sections 3.08, 3.20 and 3.24) 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 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,
 
 
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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 the Mortgaged Properties or the replacement of asset managers), documents exercising any or all of the rights, powers and privileges granted or provided to the holder of any Serviced Mortgage Loan under the related Mortgage Loan Documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements that may be requested by any Borrower or its tenants, documents granting, modifying or releasing (or joining the Borrower therein) 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 Serviced Mortgage Loan and any other consents.  Subject to Section 3.10, the Trustee shall, at the written request of a Servicing Officer of the Master Servicer or the Special Servicer, furnish, or cause to be so furnished, to the Master Servicer or the Special Servicer, as the case may be, any limited powers of attorney substantially in the form attached as Exhibit L hereto (or such other form as mutually agreed to by the Trustee and the Master Servicer or Special Servicer, as applicable) and other documents (each of which shall be prepared by the Master Servicer or the Special Servicer, as the case may be) necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder; provided that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or Special Servicer.  Without limiting the generality of the foregoing, the Trustee shall execute and deliver to the Master Servicer and the Special Servicer, on or before the Closing Date, a power of attorney substantially in the form attached as Exhibit L hereto (or such other form as mutually agreed to by the Trustee and the Master Servicer or Special Servicer, as applicable).  Notwithstanding anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall, without the Trustee’s written consent:  (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.  The Master Servicer and the Special Servicer shall indemnify (out of its own funds without reimbursement therefor) the Trustee for any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such power of attorney by the Master Servicer or the Special Servicer, as the case may be.
 
(c)           The Master Servicer or the Special Servicer, as the case may be, in accordance with this Agreement, shall service and administer each Cross-Collateralized Group as a single Mortgage Loan as and when necessary and appropriate consistent with the Servicing Standard and applicable law and in accordance with this Agreement.
 
(d)           The relationship of the Master Servicer and the Special Servicer to the Trustee and, unless they are the same Person, one another under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.
 
(e)           Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that each of the Master Servicer’s and Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and Special Servicer’s authority with respect to the Non-Serviced Loan Combinations and any REO Property that is not Administered REO
 
 
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Property is limited by and subject to the terms of the related Intercreditor Agreements and the rights, responsibilities and obligations of the Non-Trust Master Servicer, the Non-Trust Special Servicer and the Non-Trust Trustee under the Non-Trust Pooling and Servicing Agreement.  The Master Servicer shall, to the extent directed and instructed as contemplated by Section 3.01(g), enforce the rights of the Trustee (as holder of each Non-Trust-Serviced Pooled Mortgage Loan) under the related Intercreditor Agreement and the Non-Trust Pooling and Servicing Agreement.
 
(f)           Nothing contained in this Agreement shall limit the ability of the Master Servicer or 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 Borrower as though the Master Servicer or Special Servicer was not a party to this Agreement or to the transactions contemplated hereby; provided, that this sentence shall not be construed to modify or supersede the Servicing Standard.
 
(g)           The parties hereto acknowledge that each Non-Trust-Serviced Pooled Mortgage Loan and any REO Property that is not Administered REO Property is subject to the terms and conditions of the related Intercreditor Agreement and the related Non-Trust Pooling and Servicing Agreement.  The parties hereto recognize the respective rights and obligations of the “Initial Note Holders” and “Note Holders” under the Intercreditor Agreements for such Non-Trust-Serviced Pooled Mortgage Loans, including with respect to the allocation of collections and losses on or in respect of such Non-Trust-Serviced Pooled Mortgage Loans and the related Non-Serviced Pari Passu Companion Loans and the making of payments to the “Initial Note Holders” and “Note Holders” in accordance with each such Intercreditor Agreement and the related Non-Trust Pooling and Servicing Agreement.  The parties hereto further acknowledge that, pursuant to the related Intercreditor Agreement(s) for each Non-Trust-Serviced Pooled Mortgage Loan and any REO Property that is not Administered REO Property, each Non-Trust-Serviced Pooled Mortgage Loan, the related Non-Serviced Pari Passu Companion Loan and any REO Property that is not Administered REO Property are to be serviced and administered by the related Non-Trust Master Servicer and related Non-Trust Special Servicer in accordance with the related Non-Trust Pooling and Servicing Agreement.  Although each Non-Trust-Serviced Pooled Mortgage Loan is not a Serviced Mortgage Loan hereunder, the Master Servicer hereunder for each such Non-Trust-Serviced Pooled Mortgage Loan shall have certain duties as set forth herein and shall constitute the “Master Servicer” hereunder with respect to each such Non-Trust-Serviced Pooled Mortgage Loan.  The Special Servicer shall have no obligations under this Agreement for servicing any Non-Serviced Loan Combinations or related REO Property.
 
With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the parties to this Agreement shall have no obligation or authority to supervise respective parties to the Non-Trust Pooling and Servicing Agreement (but this statement shall not relieve them of liabilities they may otherwise have in their capacities as parties to the Non-Trust Pooling and Servicing Agreement) or to make Servicing Advances with respect to any such Non-Trust-Serviced Pooled Mortgage Loan.  If there are at any time amounts due from the Trust, as holder of a Non-Trust-Serviced Pooled Mortgage Loan, to any party under the related Intercreditor Agreement or the related Non-Trust Pooling and Servicing Agreement pursuant to the terms thereof, the Master Servicer shall notify the Special Servicer and the Subordinate Class Representative, and the Master Servicer shall pay such amounts out of the Collection Account.  Except as otherwise expressly addressed in Section 3.20, if a party to the Non-Trust Pooling and Servicing
 
 
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Agreement related to a Non-Trust-Serviced Pooled Mortgage Loan requests the Trustee to consent to a modification, waiver or amendment of, or other loan-level action related to, such Non-Trust-Serviced Pooled Mortgage Loan, then the Trustee shall promptly deliver a copy of such request to the Master Servicer to be addressed by the Master Servicer pursuant to Section 3.20(g); provided, that, if such Non-Trust-Serviced Pooled Mortgage Loan were serviced hereunder and such action would not be permitted without Rating Agency Confirmation, then the Master Servicer shall not grant such direction without first having obtained such Rating Agency Confirmation (payable at the expense of the party requesting such approval of the Trustee, if a Certificateholder or a party to this Agreement, otherwise from the Collection Account).  If a Responsible Officer of the Trustee receives actual notice of a “servicer termination event” (or other similar term) under the related Non-Trust Pooling and Servicing Agreement, then (during any Subordinate Control Period or Collective Consultation Period) the Trustee shall notify (in writing), and direct the Master Servicer to act in accordance with the instructions of, the Subordinate Class Representative; provided that, during a Senior Consultation Period or if such instructions are not provided within a reasonable time period (not to exceed ten (10) Business Days or such lesser response time as is afforded under the related Non-Trust Pooling and Servicing Agreement) or if the Master Servicer is not permitted by the Non-Trust Pooling and Servicing Agreement to follow such instructions, then the Trustee shall direct the Master Servicer to take such action or inaction (to the extent permitted by the Non-Trust Pooling and Servicing Agreement), as directed in writing by the Holders of the Certificates entitled to a majority of the Voting Rights (such direction communicated to the Master Servicer by the Trustee) within a reasonable period of time that does not exceed such response time as is afforded under the related Non-Trust Pooling and Servicing Agreement.  If the Trustee receives a request from any party to a Non-Trust Pooling and Servicing Agreement for consent to or approval of a modification, waiver or amendment of such Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, or the adoption of any servicing agreement that is the successor to and/or in replacement of such Non-Trust Pooling and Servicing Agreement in effect as of the Closing Date or a change in servicer under such Non-Trust Pooling and Servicing Agreement, then the Trustee shall not grant such consent or approval unless it receives the consent of the Master Servicer under this Agreement, the consent of the Subordinate Class Representative (during any Subordinate Control Period or Collective Consultation Period) and a Rating Agency Confirmation (at the expense of the party requesting such approval of the Trustee, if a Certificateholder or a party to this Agreement, otherwise from the Collection Account) from each Rating Agency to the effect that such consent or approval would not result in an Adverse Rating Event with respect to any Class of Rated Certificates.  During the continuation of any “servicer termination event” (or other similar term) under a Non-Trust Pooling and Servicing Agreement, each of the Trustee, the Master Servicer and the Special Servicer shall have the right (but not the obligation) to take all actions to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Trust (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith).  The reasonable costs and expenses incurred by the Master Servicer or the Special Servicer in connection with such enforcement shall be an Additional Trust Fund Expense.  The Trustee, the Master Servicer and the Special Servicer shall each promptly forward all material notices or other communications delivered to it in connection with each Non-Trust Pooling and Servicing Agreement to the other such parties, the Depositor and the Subordinate Class Representative and, if such notice or communication is
 
 
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in the nature of a notice or communication that would be required to be delivered to the Rating Agencies if the related Non-Trust-Serviced Pooled Mortgage Loan were a Serviced Mortgage Loan, to the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(b)).  Any obligation of the Master Servicer or Special Servicer, as applicable, to provide information and collections to the Trustee, the Certificate Administrator and the Certificateholders with respect to any Non-Trust-Serviced Pooled Mortgage Loan shall be dependent on its receipt of the corresponding information and collections from the related Non-Trust Master Servicer or the related Non-Trust Special Servicer.
 
(h)           With respect to each Non-Trust-Serviced Pooled Mortgage Loan, the parties to this Agreement agree as follows:
 
(i)            the Trust shall be responsible for its pro rata share of any “Nonrecoverable Servicing Advances” (as defined in the related Non-Trust Pooling and Servicing Agreement) (and advance interest thereon) and any “Additional Trust Fund Expenses” (as defined in the related Non-Trust Pooling and Servicing Agreement), but only to the extent that they relate to servicing and administration of the related Non-Serviced Loan Combination, including without limitation, any unpaid “Special Servicing Fees”, “Liquidation Fees” and “Workout Fees” (each, as defined in the related Non-Trust Pooling and Servicing Agreement) relating to the related Non-Serviced Loan Combination, and that if the funds received with respect to the related Non-Serviced Loan Combination are insufficient to cover “Servicing Advances” or “Additional Trust Fund Expenses” (each as defined in the related Non-Trust Pooling and Servicing Agreement), (i) the Master Servicer shall, promptly following notice from the Non-Trust Master Servicer, reimburse the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Certificate Administrator or the Non-Trust Trustee, as applicable (such reimbursement, to the extent owed to the Non-Trust Special Servicer, the Non-Trust Certificate Administrator or the Non-Trust Trustee, may be paid by the Master Servicer to the Non-Trust Master Servicer, who shall pay such amounts to the Non-Trust Special Servicer, the Non-Trust Certificate Administrator or the Non-Trust Trustee, as applicable), out of general collections in the Collection Account for the Trust’s pro rata share of any such “Nonrecoverable Servicing Advances” and/or “Additional Trust Fund Expenses”, and (ii) if the related Non-Trust Pooling and Servicing Agreement permits the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Certificate Administrator or the Non-Trust Trustee to reimburse itself from the related trust’s general collections, then the parties to this Agreement hereby acknowledge and agree that the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Certificate Administrator or the Non-Trust Trustee, as applicable, may do so and the Master Servicer shall be required to, promptly following notice from the Non-Trust Master Servicer, reimburse the related trust out of general collections in the Collection Account for the Trust’s pro rata share of any such “Nonrecoverable Servicing Advances” and/or “Additional Trust Fund Expenses”;
 
(ii)           each of the Indemnified Parties (as defined in each Intercreditor Agreement) shall be indemnified (as and to the same extent the related trust established pursuant to the related Non-Trust Pooling and Servicing Agreement is required to
 
 
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indemnify each of such Indemnified Parties in respect of other mortgage loans in such trust pursuant to the terms of the related Non-Trust Pooling and Servicing Agreement) by the Trust, against any of the Indemnified Items (as defined in each Intercreditor Agreement) to the extent of the Trust’s pro rata share of such Indemnified Items, and to the extent amounts on deposit in the “Pari Passu Companion Loan Custodial Account” (as defined in the related Non-Trust Pooling and Servicing Agreement) are insufficient for reimbursement of such amounts, the Master Servicer shall, promptly following notice from the Non-Trust Master Servicer, reimburse each of the applicable Indemnified Parties for the Trust’s pro rata share of the insufficiency out of general funds in the Collection Account;
 
(iii)          the Certificate Administrator shall deliver to the Non-Trust Trustee, the Non-Trust Certificate Administrator, the Non-Trust Special Servicer, the Non-Trust Master Servicer and the Non-Trust Trust Advisor (A) promptly following its receipt of notice of the Republic Plaza Note A-2 Securitization Date or the Concord Mills Note A-1 Securitization Date, written notice in the form of Exhibit U attached hereto, accompanied by an executed version of this Agreement, stating that, as of such date, the Trustee is the holder of such Non-Trust-Serviced Pooled Mortgage Loan and directing each such recipient to remit to the Master Servicer all amounts payable to, and 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, the holder of such Non-Trust-Serviced Pooled Mortgage Loan under the related Intercreditor Agreement and the Non-Trust Pooling and Servicing Agreement (which notice shall also provide contact information for the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the party designated to exercise the rights of the “Non-Controlling Note Holder” under each Intercreditor Agreement), accompanied by a copy of the executed Intercreditor Agreement and (B) notice of any subsequent change in the identity of the Master Servicer or the party designated to exercise the rights of the “Non-Controlling Note Holder” under each Intercreditor Agreement (together with the relevant contact information); and
 
(iv)          the Non-Trust Master Servicer, the Non-Trust Special Servicer and the related trust shall be third party beneficiaries of this Section 3.01(h).
 
Section 3.02     Collection of Mortgage Loan Payments.
 
(a)           Each of the Master Servicer and the Special Servicer shall make efforts consistent with the Servicing Standard and the terms of this Agreement to collect all payments required under the terms and provisions of the respective Serviced Mortgage Loans and the Serviced Pari Passu Companion Loan it is obligated to service hereunder (including, without limitation, all Special Servicing Fees, Workout Fees, Liquidation Fees and other fees and compensation payable to the Master Servicer and to the Special Servicer to the extent the Borrower is obligated to pay such amounts pursuant to the related Mortgage Loan Documents); and shall follow such collection procedures as are consistent with the Servicing Standard; provided that the Master Servicer shall not, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan after its Anticipated Repayment Date, take any enforcement action with respect to the payment of Post-ARD Additional Interest (other than the making of requests for its
 
 
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collection), and the Special Servicer may do so only if (A) such Mortgage Loan is a Specially Serviced Mortgage Loan and (B) either (i) the taking of an enforcement action with respect to the payment of other amounts due under such Mortgage Loan is, in the reasonable judgment of such Special Servicer, and without regard to such Post-ARD Additional Interest, also necessary, appropriate and consistent with the Servicing Standard or (ii) all other amounts due under such Mortgage Loan have been paid, the payment of such Post-ARD Additional Interest has not been forgiven in accordance with Section 3.20 and, in the reasonable judgment of the Special Servicer, exercised in accordance with the Servicing Standard, 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 Post-ARD Additional Interest; provided, that the Master Servicer or the Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the related Mortgage Loan Documents.  Consistent with the foregoing, the Master Servicer or the Special Servicer may grant case-by-case waivers of Default Charges in connection with a late payment on a Mortgage Loan or Serviced Pari Passu Companion Loan.
 
(b)           At least ninety (90) days prior to the maturity date of each Balloon Mortgage Loan that is a Serviced Mortgage Loan, the Master Servicer shall send a notice to the related Borrower of such maturity date (with a copy to be sent to the Special Servicer) and shall request confirmation that the Balloon Payment will be paid by such maturity date.
 
(c)           With respect to each Non-Trust-Serviced Pooled Mortgage Loan, if the Master Servicer does not receive from a Non-Trust Master Servicer any Monthly Payment or other amounts known by the Master Servicer to be owing on a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the terms of the related Non-Trust Pooling and Servicing Agreement and/or the related Intercreditor Agreement, then such Master Servicer shall provide notice of such failure to the related Non-Trust Master Servicer and the related Non-Trust Trustee.
 
Section 3.03     Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts.
 
(a)           The Master Servicer shall establish and maintain one or more segregated accounts (“Servicing Accounts”), in which all Escrow Payments received by it with respect to the Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained, separate and apart from its own funds.  Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account.  As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows:  (i) to effect the payment of real estate taxes, assessments, insurance premiums (including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the related Mortgaged Property; (ii) to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover any of the items described
 
 
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in the immediately preceding clause (i); (iii) to refund to the related Borrower any sums as may be determined to be overages; (iv) to pay interest or other income, if required and as described below, to the related Borrower on balances in the Servicing Account (or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the Master Servicer); (v) disburse Insurance Proceeds if required to be applied to the repair or restoration of the related Mortgaged Property, (vi) after an event of default, to pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; (vii) to withdraw amounts deposited in the Servicing Account in error; or (viii) to clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01.  The Master Servicer shall pay or cause to be paid to the related Borrowers interest and other income, if any, earned on the investment of funds in Servicing Accounts maintained thereby, if and to the extent required by law or the terms of the related Mortgage Loan Documents.  If the Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding.  Promptly after any Escrow Payments are received by the Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, and in any event within one Business Day after any such receipt, the Special Servicer shall remit such Escrow Payments to the Master Servicer for deposit in the applicable Servicing Account(s).
 
(b)           The Master Servicer shall as to each Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (including each Specially Serviced Mortgage Loan):  (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment of such items (including renewal premiums) and effect payment thereof prior to the applicable penalty or termination date.  For purposes of effecting any such payment with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Mortgage Loan Documents; provided that if such Mortgage Loan or Serviced Pari Passu Companion Loan does not require the related Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer (or, if such Mortgage Loan or Serviced Pari Passu Companion Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer) shall, subject to and in accordance with the Servicing Standard, use reasonable efforts to enforce the requirement of the related Mortgage Loan Documents that the related Borrower make payments in respect of such items at the time they first become due.
 
(c)           In accordance with the Servicing Standard, but subject to Section 3.11(h), the Master Servicer, with respect to each Serviced Mortgage Loan or Serviced Pari Passu  Companion Loan (including each such Mortgage Loan or Serviced Pari Passu Companion Loan that is a Specially Serviced Mortgage Loan) shall make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the timely payment of (i) real estate taxes, assessments and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies (including, premiums
 
 
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on any Environmental Insurance Policy), in each instance prior to the applicable penalty or termination date, in each instance if and to the extent that (x) Escrow Payments (if any) collected from the related Borrower are insufficient to pay such item when due, and (y) the related Borrower has failed to pay such item on a timely basis; provided that, in the case of amounts described in the preceding clause (i), the Master Servicer shall not make a Servicing Advance of any such amount if the Master Servicer reasonably anticipates (in accordance with the Servicing Standard) that such amounts will be paid by the related Borrower on or before the applicable penalty date, in which case the Master Servicer shall use efforts consistent with the Servicing Standard to confirm whether such amounts have been paid and, subject to Section 3.11(h), shall make a Servicing Advance of such amounts, if necessary, not later than five (5) Business Days following confirmation by the Master Servicer that such amounts have not been paid by the applicable penalty date.  All such Advances shall be reimbursable in the first instance from related collections from the Borrowers and further as provided in Section 3.05(a).  No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of any Mortgaged Property shall, for purposes hereof, including calculating monthly distributions to Certificateholders, be added to the respective unpaid principal balances or Stated Principal Balances of the subject Mortgage Loan or Serviced Pari Passu Companion Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Pari Passu Companion Loan so permit; provided that this sentence shall not be construed to limit the rights of the Master Servicer or Special Servicer on behalf of the Trust to enforce any obligations of the related Borrower under such Mortgage Loan.
 
(d)           The Master Servicer shall establish and maintain one or more segregated accounts (“Reserve Accounts”), in which all Reserve Funds, if any, received by it with respect to the Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained, separate and apart from its own funds.  Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Reserve Funds shall be held, each Reserve Account shall be an Eligible Account.  As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the Master Servicer may make withdrawals from the Reserve Accounts maintained by it, and may apply Reserve Funds held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows:  (i) in the case of Reserve Funds that are intended to cover specific costs and expenses, to pay for, or to reimburse the related Borrower in connection with, the costs associated with the related tenant improvements, leasing commissions, repairs, replacements, capital improvements and/or environmental testing and remediation, litigation and/or other special expenses at or with respect to the related Mortgaged Property for which such Reserve Funds were intended and to refund the related Borrower any sums as may be determined to be overages; (ii) in the case of Reserve Funds intended to cover debt service payments, to apply amounts on deposit therein in respect of principal and interest on such Mortgage Loan or Serviced Pari Passu Companion Loan; (iii) to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for any unreimbursed Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover any of the items described in the immediately preceding clauses (i) and (ii) (or, if any such Advance has become an Unliquidated Advance, to transfer to the Collection Account an amount equal to the reimbursement that would otherwise have been made as described in this clause (iii)); (iv) subject to Section 3.20, to release such Reserve Funds to the related Borrower if the conditions precedent for such release are satisfied or otherwise
 
 
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apply such Reserve Funds in accordance with the related Mortgage Loan Documents if the conditions precedent for such release are not satisfied; (v) to pay interest or other income, if required and as described below, to the related Borrower on balances in the Reserve Account (or, if and to the extent not payable to the related Borrower, to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Reserve Account for each Collection Period) to the Master Servicer); (vi) to withdraw amounts deposited in such Reserve Account in error; (vii) after an event of default, to pay the principal of, accrued interest on, and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; or (viii) to clear and terminate the Reserve Account at the termination of this Agreement in accordance with Section 9.01.  If the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan delivers a Letter of Credit in lieu of Reserve Funds, then the Master Servicer, subject to Section 3.20, shall make draws on or reduce the amount of such Letter of Credit at such times and for such purposes as it would have made withdrawals from or reductions of the amount of a Reserve Account and, to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, in order to convert the amount of such Letter of Credit into Reserve Funds.  Promptly after any Reserve Funds are received by the Special Servicer from any Borrower, and in any event within one Business Day of such receipt, the Special Servicer shall remit such Reserve Funds to the Master Servicer for deposit in the applicable Reserve Account(s).  Any out-of-pocket expenses, including reasonable attorneys’ fees and expenses, incurred by the Master Servicer or the Special Servicer to enable the Master Servicer or the Special Servicer, as the case may be, to make any draw under any Letter of Credit shall constitute a Servicing Advance, and the Master Servicer or the Special Servicer, as the case may be, shall make reasonable efforts to recover such expenses from the related Borrower to the extent the Borrower is required to pay such expenses under the terms of the related Mortgage Loan or Serviced Pari Passu Companion Loan.
 
(e)           To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the Mortgage Loan Documents for a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall request from the related Borrower written confirmation thereof within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed.  To the extent any other action or remediation with respect to environmental matters is required to have been taken or completed pursuant to the terms of a Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer shall request from the related Borrower written confirmation of such action and remediation within a reasonable time after the later of the Closing Date and the date as of which such action or remediation are required to have been taken or completed.  To the extent that a Borrower shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall notify the Trustee, the Special Servicer, the Subordinate Class Representative, the Majority Subordinate Certificateholder and (if affected) the related Serviced Pari Passu Companion Loan Holder(s).  The Master Servicer shall promptly notify the Trustee, the Special Servicer, the Subordinate Class Representative and any affected Serviced Pari Passu Companion Loan Holders if the Master Servicer determines that the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan has failed to perform its obligations under such Serviced Mortgage Loan or Serviced Pari Passu Companion Loan in respect of environmental matters.
 
 
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(f)           Subject to applicable law and the terms of the related Mortgage Loan Documents, funds in the Servicing Accounts and the Reserve Accounts may be invested only in Permitted Investments in accordance with the provisions of Section 3.06.
 
(g)           With respect to each Serviced Mortgage Loan or Serviced Pari Passu Companion Loan that requires the related Borrower to establish and maintain one or more lock-box, cash management or similar accounts, the Master Servicer shall establish and maintain, in accordance with the Servicing Standard, such account(s) in accordance with the terms of the related Mortgage Loan Documents.  No such lock-box account is required to be an Eligible Account, unless the Mortgage Loan Documents otherwise so require.  The Master Servicer shall apply the funds deposited in such accounts in accordance with terms of the related Mortgage Loan Documents, any lock-box, cash management or similar agreement and the Servicing Standard.
 
Section 3.04     Collection Account, Distribution Account, Interest Reserve Account, Excess Liquidation Proceeds Account, Serviced Pari Passu Companion Loan Custodial Account and Loss of Value Reserve Fund.
 
(a)           The Master Servicer shall segregate and hold all funds collected and received by it in connection with the Mortgage Loans separate and apart from its own funds and general assets.  In connection therewith, the Master Servicer shall establish and maintain one or more segregated accounts as the Collection Account, in which the funds described below are to be deposited and held on behalf of the Trustee in trust for the benefit of the Certificateholders.  Each account that constitutes the Collection Account shall be an Eligible Account.  The Master Servicer shall deposit or cause to be deposited in the Collection Account, within one Business Day of receipt by it of properly identified funds (in the case of payments by Borrowers or other collections on the Mortgage Loans) or as otherwise required hereunder, the following payments and collections received or made by or on behalf of the Master Servicer subsequent to the Closing Date with respect to the Mortgage Loans and any REO Properties acquired in respect thereof (other than in respect of scheduled payments of principal and interest due and payable on such Mortgage Loans on or before their respective Cut-off Dates (or, in the case of a Replacement Mortgage Loan, on or before the related date of substitution), which payments shall be delivered promptly to the related Mortgage Loan Seller or its designee, with negotiable instruments endorsed as necessary and appropriate without recourse):
 
(i)           all payments (from whatever source) on account of principal of such Mortgage Loans, including Principal Prepayments;
 
(ii)          all payments (from whatever source) on account of interest on such Mortgage Loans, including Default Interest;
 
(iii)         all Prepayment Premiums, Yield Maintenance Charges and/or late payment charges received with respect to such Mortgage Loans;
 
(iv)         all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received with respect to such Mortgage Loans and/or, insofar as such payments and/or proceeds represent amounts allocable to reimburse Servicing Advances or pay
 
 
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Liquidation Expenses and/or other servicing expenses in respect of the entire Serviced Loan Combination of which any such Mortgage Loan is part;
 
(v)          any amounts relating to such Serviced Mortgage Loans and/or Administered REO Properties required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(c) in connection with losses resulting from a deductible clause in a blanket or master force placed hazard insurance policy;
 
(vi)         any amounts relating to an REO Properties required to be transferred from any REO Account pursuant to Section 3.16(c);
 
(vii)        to the extent not otherwise included in another clause of this Section 3.04(a), any payments collected in respect of Unliquidated Advances on such Mortgage Loans in respect of amounts previously determined to constitute Nonrecoverable Advances;
 
(viii)       insofar as they do not constitute Escrow Payments or Reserve Funds, any amounts relating to such Mortgage Loans paid by a Borrower specifically to cover items for which a Servicing Advance has been made or that represent a recovery of property protection expenses from a Borrower; and
 
(ix)          any Loss of Value Payments, as set forth in Section 3.05(h) of this Agreement.
 
Furthermore, the Master Servicer shall deposit in the Collection Account any amounts required to be deposited by the Master Servicer pursuant to Section 3.06, as and when required by such section, in connection with losses incurred with respect to Permitted Investments of funds held in the Collection Account.
 
Notwithstanding the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized to withdraw immediately from the Collection Account in accordance with the terms of Section 3.05 and shall be entitled to instead pay such amount directly to the Person(s) entitled thereto.
 
The foregoing requirements for deposit in the Collection Account shall be exclusive.  Without limiting the generality of the foregoing, actual payments from Borrowers in the nature of Escrow Payments, Reserve Funds, Assumption Fees, Assumption Application Fees, earn-out fees, extension fees, Modification Fees, charges for beneficiary statements or demands, amounts collected for checks returned for insufficient funds and other fees and amounts collected from Borrowers that constitute Additional Master Servicing Compensation and/or Additional Special Servicing Compensation, need not be deposited by the Master Servicer in the Collection Account.  The Master Servicer shall promptly, and in any event within two (2) Business Days, deliver to the Special Servicer any of the foregoing items received by it with respect to any Mortgage Loan, if and to the extent that such items constitute Additional Special Servicing Compensation payable to the Special Servicer.  If the Master Servicer shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.
 
 
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Upon receipt of any of the amounts described in clauses (i) through (iv) and (vii) through (viii) of the first paragraph of this Section 3.04(a) with respect to any Serviced Mortgage Loan, the Special Servicer shall promptly, but in no event later than one Business Day after receipt, remit such amounts to the Master Servicer for deposit into the Collection Account, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement.  With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer (in its capacity as such), without recourse, representation or warranty, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement.  Any such amounts received by the Special Servicer with respect to an Administered REO Property shall be deposited by the Special Servicer into the related REO Account and remitted to the Master Servicer for deposit into the Collection Account pursuant to Section 3.16(c).
 
(b)           The Certificate Administrator shall establish and maintain one or more segregated accounts (collectively, the “Distribution Account”), to be held on behalf and in the name of the Trustee in trust for the benefit of the Certificateholders.  Each account that constitutes the Distribution Account shall be an Eligible Account.  The Certificate Administrator shall, as a bookkeeping matter, establish and maintain sub-accounts of the Distribution Account (i) one of which sub-accounts (such sub-account, the “REMIC Sub-Account”) shall be deemed to be held in trust for the benefit of the Holders of the REMIC III Regular Interests and the Class R Certificates, and (ii) one of which sub-accounts (such sub-account, the “Class V Sub-Account”) shall be deemed to be held in trust for the benefit of the Holders of the Class V Certificates.  Not later than 1:00 p.m. (New York City time) on the Master Servicer Remittance Date, the Master Servicer shall deliver to the Certificate Administrator, for deposit in the Distribution Account, an aggregate amount of immediately available funds equal to the Master Servicer Remittance Amount for the Master Servicer Remittance Date.  In addition, the Master Servicer shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Distribution Account any P&I Advances and Compensating Interest Payments required to be made by the Master Servicer hereunder.  Furthermore, any amounts paid by any party hereto to indemnify the Trust Fund pursuant to any provision hereof shall be delivered to the Certificate Administrator for deposit in the Distribution Account.  The Certificate Administrator shall, upon receipt, deposit in the Distribution Account any and all amounts received or, pursuant to Section 4.03, advanced by the Trustee that are required by the terms of this Agreement to be deposited therein.  As and when required pursuant to Section 3.05(c), the Certificate Administrator shall transfer Interest Reserve Amounts in respect of the Interest Reserve Loans from the Interest Reserve Account to the Distribution Account.  Furthermore, as and when required pursuant to Section 3.05(d), the Certificate Administrator shall transfer monies from the Excess Liquidation Proceeds Account to the Distribution Account.  The Certificate Administrator shall also deposit in the Distribution Account any amounts required to be deposited by the Certificate Administrator pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Distribution Account.  If the Certificate Administrator shall deposit in the Distribution Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Distribution Account, any provision herein to the contrary notwithstanding.  Immediately upon the deposit of any amount into the Distribution Account, any portion thereof that represents any Post-ARD Additional Interest related to the
 
 
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ARD Mortgage Loans and/or any successor REO Mortgage Loans with respect thereto included in the Mortgage Pool shall be deemed to have been deposited into the Class V Sub-Account, and the remaining portion thereof shall be deemed to have been deposited into the REMIC Sub-Account.  In addition, all amounts deposited into the Distribution Account shall be deemed to have been deposited into the REMIC Sub-Account, except that (a) any portion of a Master Servicer Remittance Amount that represents any Post-ARD Additional Interest related to the ARD Mortgage Loans and/or any successor REO Mortgage Loans with respect thereto shall be deemed to have been deposited into the Class V Sub-Account and (b) any amounts deposited into the Distribution Account by the Certificate Administrator pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Distribution Account shall be deemed to have been deposited into the Class V Sub-Account insofar as the losses were incurred in respect of investments of amounts on deposit in the Class V Sub-Account.
 
(c)           The Certificate Administrator shall establish and maintain one or more accounts (collectively, the “Interest Reserve Account”) to be held on behalf and in the name of the Trustee in trust for the benefit of the Certificateholders.  Each account that constitutes the Interest Reserve Account shall be an Eligible Account or a sub-account of the Distribution Account.  On the Distribution Date in January (except during a leap year) and February of each calendar year, commencing in 2013, prior to any distributions being made with respect to the Certificates on such Distribution Date, the Certificate Administrator shall, with respect to each Interest Reserve Loan, withdraw from the Distribution Account and deposit in the Interest Reserve Account an amount equal to the Interest Reserve Amount, if any, in respect of such Interest Reserve Loan for such Distribution Date; provided that no such transfer of monies from the Distribution Account to the Interest Reserve Account shall be made on the Final Distribution Date.  The Certificate Administrator shall also deposit in the Interest Reserve Account from its own funds any amounts required to be deposited by the Certificate Administrator pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Interest Reserve Account.
 
Notwithstanding that the Interest Reserve Account may be a sub-account of the Distribution Account for reasons of administrative convenience, the Interest Reserve Account and the Distribution Account shall, for all purposes of this Agreement (including the obligations and responsibilities of the Certificate Administrator hereunder), be considered to be and shall be required to be treated as, separate and distinct accounts.
 
(d)           If any Excess Liquidation Proceeds are received, the Certificate Administrator shall establish and maintain one or more accounts (collectively, the “Excess Liquidation Proceeds Account”) to be held on behalf and in the name of the Trustee in trust for the benefit of the Certificateholders.  Each account that constitutes the Excess Liquidation Proceeds Account shall be an Eligible Account (or a separately identified sub-account of the Distribution Account, provided that for all purposes of this Agreement (including the obligations of the Certificate Administrator hereunder) such account shall be considered to be and shall be required to be treated as separate and distinct from the Distribution Account).  On the Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and remit to the Certificate Administrator for deposit in the Excess Liquidation Proceeds Account all Excess Liquidation Proceeds received by it during the Collection Period ending on the
 
 
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Determination Date immediately prior to the Master Servicer Remittance Date.  The Certificate Administrator shall also deposit in the Excess Liquidation Proceeds Account from its own funds any amounts required to be deposited by the Certificate Administrator pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Excess Liquidation Proceeds Account.
 
(e)           [Reserved.]
 
(f)           Funds in the Collection Account, the Distribution Account, the Interest Reserve Account, the Serviced Pari Passu Companion Loan Custodian Account and the Excess Liquidation Proceeds Account may be invested in Permitted Investments in accordance with the provisions of Section 3.06.  The Master Servicer shall give notice to the other parties hereto of the location of the Collection Account as of the Closing Date and of the new location of the Collection Account prior to any change thereof.
 
(g)           If any Loss of Value Payments are received in connection with a Material Document Defect or Material Breach, as the case may be, pursuant to or as contemplated by Section 2.03(h) of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss of Value Reserve Fund”) to be held in trust for the benefit of the Certificateholders, for purposes of holding such Loss of Value Payments.  Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account.  The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it.  The Loss of Value Reserve Fund shall be accounted for as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any REMIC Pool.  Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders as damages paid to and distributed by the REMIC Pools on account of a breach of a representation or warranty by the related Mortgage Loan Seller and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by the Trust Fund to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund.  The applicable Mortgage Loan Seller will be the beneficial owner of the related account in the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.
 
(h)           The Master Servicer shall segregate and hold all funds collected and received by it in connection with the Serviced Pari Passu Companion Loan separate and apart from its own funds and general assets.  In connection therewith, the Master Servicer shall establish and maintain one or more segregated accounts (each, a “Serviced Pari Passu Companion Loan Custodial Account”), in which the funds described below are to be deposited and held on behalf of the related Serviced Pari Passu Companion Loan Holder(s) (and which accounts may be maintained as separately identified sub-accounts of the Collection Account, provided that for all purposes of this Agreement (including the obligations of the Master Servicer hereunder) such accounts shall be considered to be and shall be required to be treated as separate and distinct from the Collection Account).  The Serviced Pari Passu Companion Loan Custodial Account shall be an Eligible Account or a sub-account of an Eligible Account.  The Master Servicer shall deposit or cause to be deposited in the Serviced Pari Passu Companion Loan
 
 
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Custodial Account, within one Business Day of receipt by it or as otherwise required hereunder, the following payments and collections received or made by or on behalf of the Master Servicer in respect of the related Serviced Pari Passu Companion Loan subsequent to the Closing Date:
 
(i)           all payments (from whatever source) on account of principal of the Serviced Pari Passu Companion Loan, including Principal Prepayments;
 
(ii)          all payments (from whatever source) on account of interest on the Serviced Pari Passu Companion Loan, including Default Interest;
 
(iii)         all Prepayment Premiums and Yield Maintenance Charges received in respect of the Serviced Pari Passu Companion Loan;
 
(iv)         all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of, and allocable as interest (including Default Interest) on, principal of or Prepayment Premiums or Yield Maintenance Charges with respect to, the Serviced Pari Passu Companion Loan (or any successor REO Mortgage Loan with respect thereto);
 
(v)          any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with respect to Permitted Investments of funds held in the Serviced Pari Passu Companion Loan Custodial Account;
 
(vi)         any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(c) in connection with losses on the Serviced Pari Passu Companion Loan (or any successor interest in a REO Mortgage Loan with respect thereto) resulting from a deductible clause in a blanket or master force placed hazard insurance policy;
 
(vii)        any amounts required to be transferred to the Serviced Pari Passu Companion Loan Custodial Account from the related REO Account pursuant to Section 3.16(c); and
 
(viii)       any other amounts received and applied on the Serviced Pari Passu Companion Loan pursuant to the related Intercreditor Agreement.
 
Notwithstanding the foregoing requirements, the Master Servicer need not deposit into the Serviced Pari Passu Companion Loan Custodial Account any amount that the Master Servicer would be authorized to withdraw immediately from the Serviced Pari Passu Companion Loan Custodial Account in accordance with the terms of Section 3.05 and shall be entitled to instead pay such amount directly to the Person(s) entitled thereto.
 
The foregoing requirements for deposit in the Serviced Pari Passu Companion Loan Custodial Account shall be exclusive.  Without limiting the generality of the foregoing, actual payments from the applicable Borrower in the nature of Escrow Payments, Reserve Funds, Assumption Fees, Assumption Application Fees, earn-out fees, extension fees, Modification Fees, charges for beneficiary statements or demands, amounts collected for checks returned for
 
 
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insufficient funds and other fees and amounts collected from the applicable Borrower that constitute Additional Master Servicing Compensation and/or Additional Special Servicing Compensation, need not be deposited by the Master Servicer in the Serviced Pari Passu Companion Loan Custodial Account.  The Master Servicer shall promptly deliver to the Special Servicer any of the foregoing items received by it with respect to the Serviced Pari Passu Companion Loan, if and to the extent that such items constitute Additional Special Servicing Compensation with respect to the Serviced Pari Passu Companion Loan.  If the Master Servicer shall deposit in the Serviced Pari Passu Companion Loan Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Serviced Pari Passu Companion Loan Custodial Account, any provision herein to the contrary notwithstanding.
 
Upon receipt of any of the amounts described in clauses (i) through (iv) of the first paragraph of this Section 3.04(h), the Special Servicer shall promptly, but in no event later than two (2) Business Days after receipt, remit such amounts to the Master Servicer for deposit into the Serviced Pari Passu Companion Loan Custodial Account, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or because of another appropriate reason that is consistent with the Servicing Standard.  With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer (in its capacity as such), without recourse, representation or warranty, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or because of another appropriate reason that is consistent with the Servicing Standard.  Any such amounts received by the Special Servicer with respect to an Administered REO Property relating to the applicable Serviced Loan Combination shall be deposited by the Special Servicer into the related REO Account and, insofar as such amounts are allocable as interest on, principal of, or Prepayment Premiums or Yield Maintenance Charges with respect to the Serviced Pari Passu Companion Loan or any successor REO Mortgage Loan with respect thereto, shall be remitted to the Master Servicer for deposit into the Serviced Pari Passu Companion Loan Custodial Account pursuant to Section 3.16(c) (subject to the terms of the related Intercreditor Agreement).  Any remittances by the Special Servicer under this paragraph may be made as part of an aggregate remittance under this paragraph and/or the final paragraph of Section 3.04(a).
 
(i)           To the extent of the Serviced Pari Passu Companion Loan Holder’s interest therein, the Serviced Pari Passu Companion Loan Custodial Account shall be treated as an “outside reserve fund” within the meaning of the REMIC Provisions, beneficially owned by the Serviced Pari Passu Companion Loan Holder(s), who shall be liable for any tax on its share of any reinvestment income thereon, and who shall be deemed to receive any related reimbursements from the Trust Fund.
 
(j)           Notwithstanding anything to the contrary contained herein, with respect to each Due Date and the Serviced Pari Passu Companion Loan, within one Business Day after the related Determination Date, the Master Servicer shall remit, from amounts on deposit in the Serviced Pari Passu Companion Loan Custodial Account, to the Serviced Pari Passu Companion Loan Holder by wire transfer in immediately available funds to the account of the Serviced Pari Passu Companion Loan Holder or an agent therefor appearing on the Serviced Pari Passu
 
 
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Companion Loan Holder Register on the related date such amounts as are required to be remitted (or, if no such account so appears or information relating thereto is not provided at least five (5) Business Days prior to the date such amounts are required to be remitted, by check sent by first class mail to the address of the Serviced Pari Passu Companion Loan Holder or its agent appearing on the Serviced Pari Passu Companion Loan Holder Register) the portion of the Serviced Loan Combination Remittance Amount allocable to such Serviced Pari Passu Companion Loan Holder.
 
Section 3.05     Permitted Withdrawals From the Collection Account, the Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Account.
 
(a)           Subsection (I).  The Master Servicer may, from time to time, make withdrawals from the Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
 
(i)           to remit to the Certificate Administrator for deposit in the Distribution Account (A) the Master Servicer Remittance Amount for the Master Servicer Remittance Date and (B) any amounts that may be applied by the Master Servicer to make P&I Advances pursuant to Section 4.03(a);
 
(ii)          to reimburse the Trustee or itself, as applicable, in that order, for unreimbursed P&I Advances made by such Person (in each case, with its own funds) with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, the Master Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (ii) with respect to any P&I Advance (other than a Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in the Collection Account that represent Late Collections of interest and principal Received by the Trust in respect of the particular Mortgage Loan or REO Mortgage Loan as to which such P&I Advance was made (net of related Master Servicing Fees);
 
(iii)         to pay itself earned and unpaid Master Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Mortgage Loans in respect thereof, the Master Servicer’s right to payment pursuant to this clause (iii) with respect to any such Mortgage Loan or REO Mortgage Loan being limited to amounts on deposit in the Collection Account that are received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be, and to pay to the Trust Advisor earned and unpaid Trust Advisor Ongoing Fees, with respect to each Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof (other than any Pari Passu Mortgage Loan or any successor REO Mortgage Loan in respect thereof), the Trust Advisor’s right to payment pursuant to this clause with respect to any such Mortgage Loan or successor REO Mortgage Loan being limited to amounts received and allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be;
 
 
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(iv)         to pay the Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Special Servicing Fees, Workout Fees and Liquidation Fees to which it is entitled in respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan and/or REO Mortgage Loan pursuant to, and from the sources contemplated by, Section 3.11(c) and, following a Liquidation Event in respect of any Serviced Mortgage Loan and/or any successor REO Mortgage Loan in respect thereof, to pay to itself, from general collections on the Mortgage Loans on deposit in the Collection Account, any unpaid Master Servicing Fees in respect of such Mortgage Loan and/or successor REO Mortgage Loan;
 
(v)          to reimburse the Trustee, the Special Servicer or itself, as applicable, in that order, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds), the Master Servicer’s, the Special Servicer’s and the Trustee’s, as the case may be, respective rights to reimbursement pursuant to this clause (v) with respect to any Servicing Advance (other than a Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause (vi) below) being limited to (subject to the operation of subsection (II)(iii) of this Section 3.05(a)) amounts on deposit in the Collection Account that represent (A) payments made by the related Borrower that are allocable to cover the item in respect of which such Servicing Advance was made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and, if applicable, REO Revenues Received by the Trust in respect of the particular Mortgage Loan or related REO Property as to which such Servicing Advance was made;
 
(vi)         to reimburse the Trustee, the Special Servicer or itself, as applicable, in that order, out of such general collections (subject to the operation of subsection (II)(iv) of this Section 3.05(a) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, for any unreimbursed Nonrecoverable Advances made thereby with respect to any of the Mortgage Loans and/or related REO Properties;
 
(vii)        to pay the Trustee, the Special Servicer or itself, as applicable, in that order, any unpaid Advance Interest accrued on Advances made by such Person, such payment to be made, as and to the extent contemplated by Section 3.25, out of amounts on deposit in the Collection Account that represent Default Charges Received by the Trust on the Mortgage Loans or REO Mortgage Loans as to which the subject Advance was made;
 
(viii)       to the extent that the Master Servicer has reimbursed or is reimbursing the Trustee, the Special Servicer or itself, as applicable, for any unreimbursed Advance (regardless of whether such reimbursement is pursuant to clause (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or pursuant to subsection (II) of this Section 3.05(a)), and insofar as payment has not already been made out of related Default Charges, and the related Default Charges then on deposit in the Collection Account and available therefor are not sufficient to make such payment, pursuant to clause (vii) above, to pay the Trustee, the Special Servicer or itself, as applicable, in that order, first out of amounts on deposit in the Collection Account that represent the remaining Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, from the Mortgage Loan or REO Property to which the Advance relates, then out of such general collections
 
 
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(subject to the operation of subsection (II) of this Section 3.05(a) below) on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any related Advance Interest accrued and payable on the portion of such Advance so reimbursed or being reimbursed;
 
(ix)          to pay (A) any outstanding expenses that were incurred by the Special Servicer in connection with its inspecting, pursuant to Section 3.12(a), any Administered REO Property or any Mortgaged Property securing a Specially Serviced Mortgage Loan or (B) any other outstanding expenses incurred on behalf of the Trust with respect to any Mortgage Loan or related REO Property (other than Advance Interest that is paid pursuant to clause (vii) above, and other than Special Servicing Fees, Workout Fees and Liquidation Fees, which are covered by clause (iv) above) that will likely otherwise become Additional Trust Fund Expenses, such payments to be made, first, out of amounts on deposit in the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account;
 
(x)           to pay itself any items of Additional Master Servicing Compensation, and to pay the Special Servicer any items of Additional Special Servicing Compensation, in each case on deposit in the Collection Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor, the Trust Advisor’s right to payment pursuant to this clause (x) with respect to any Mortgage Loan (other than any Pari Passu Mortgage Loan) being limited to amounts on deposit in the Collection Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
 
(xi)          to pay any unpaid Liquidation Expenses incurred with respect to any Serviced Mortgage Loan or related Administered REO Property, such payments to be made, first, out of amounts on deposit in the Collection Account that represent Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds and, if applicable, REO Revenues received with respect to such Mortgage Loan or REO Property, as the case may be, and then, out of such general collections on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account;
 
(xii)         to pay, subject to and in accordance with Section 3.11(i), out of such general collections on the Mortgage Loans and any related REO Properties as are then on deposit in the Collection Account, servicing expenses related to the Mortgage Loans and related REO Properties, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances;
 
(xiii)        to pay, first out of amounts on deposit in the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any related REO Properties as are then on deposit in the Collection Account, costs and expenses incurred by the Trust pursuant to Section 3.09(c) with respect to any Serviced
 
 
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Mortgage Loan or Administered REO Property (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance);
 
(xiv)       to pay itself, the Special Servicer, the Depositor, the Certificate Administrator, the Tax Administrator, the Trustee, the Trust Advisor, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, first out of amounts on deposit in the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b), or Section 8.05(b); provided, that in the case of the Trust Advisor, any such amount withdrawn pursuant to this clause (xiv) in respect of any Trust Advisor Expenses other than Designated Trust Advisor Expenses shall not exceed the limit set forth for the related Distribution Date in Section 4.05(b) hereof (and, in connection with any request by the Trust Advisor for the reimbursement of any Trust Advisor Expenses, (x) the Master Servicer shall be entitled to request and rely on reasonable documentation of expenses and certifications as to the nature thereof (including whether such expenses are Designated Trust Advisor Expenses) from the Trust Advisor, and (y) the Certificate Administrator shall cooperate with the Master Servicer and provide a calculation of the limit set for the related Distribution Date in Section 4.05(b) hereof with respect to Trust Advisor Expenses that are not Designated Trust Advisor Expenses);
 
(xv)        to pay, first out of amounts on deposit in the Collection Account that represent related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of such general collections on the Mortgage Loans and any REO Properties as are then on deposit in the Collection Account, (A) any reasonable out-of-pocket cost or expense (including the reasonable fees of tax accountants and attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in connection with providing advice to the Special Servicer with respect to any REO Property, and (B) to the extent not otherwise advanced by the Master Servicer, any fees and/or expenses payable or reimbursable, as the case may be, in accordance with Section 3.18, to the Master Servicer or the Trustee or an Independent third party for confirming, in accordance with such Section 3.18, a fair price determination made with respect to any Defaulted Mortgage Loan or REO Property;
 
(xvi)       to pay itself, the Special Servicer, the Certificate Administrator, the Trustee, the Trust Advisor or the Depositor, as the case may be, any amount related to the Mortgage Loans and/or related REO Properties, that is specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement and to which reference is not made in any other clause of this Section 3.05(a), it being acknowledged that this clause (xvi) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
 
 
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(xvii)       to pay itself, the Special Servicer, any Responsible Repurchase Party, a Subordinate Class Certificateholder, any Serviced Pari Passu Companion Loan Holder or any other particular Person, as the case may be, with respect to any Mortgage Loan (or portion thereof) that was previously purchased or otherwise removed from the Trust Fund by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan (or portion thereof) subsequent to the date of purchase or other removal;
 
(xviii)      to pay to the applicable Mortgage Loan Seller or Responsible Repurchase Party, as the case may be, any amounts on deposit in the Collection Account that represent Monthly Payments due on the respective Mortgage Loans on or before the Cut-off Date or, in the case of a Replacement Mortgage Loan, on or before the date on which such Replacement Mortgage Loan was added to the Trust Fund;
 
(xix)         in connection with a Non-Trust-Serviced Pooled Mortgage Loan, to pay, out of such general collections on the Mortgage Loans and REO Properties as are then on deposit in such Collection Account, to the related Non-Trust Master Servicer, the related Non-Trust Special Servicer, the related Non-Trust Trust Advisor and/or the holders of the related Non-Serviced Pari Passu Companion Loan(s), any amount reimbursable to such party by the holder of such Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the related Intercreditor Agreement(s);
 
(xx)         to transfer any Excess Liquidation Proceeds on deposit in the Collection Account to the Excess Liquidation Proceeds Account in accordance with Section 3.04(d);
 
(xxi)        to withdraw any amount and pay to the Person entitled thereto any amount deposited in the Collection Account in error; and
 
(xxii)       to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01;
 
provided, that if and to the extent that any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from Collection Account pursuant to clause (vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain expenses), clause (xiii) (relating to certain environmental costs) or clause (xiv) (relating to certain indemnification and similar expenses), other than (in the case of clause (xiv)) Trust Advisor Expenses, relates to a Serviced Loan Combination, then such payment shall be made from collections with respect to such Serviced Loan Combination on deposit in the Collection Account and (unless the expense, cost, reimbursement or other amount is a Nonrecoverable P&I Advance, in which case (for the avoidance of doubt) the payment in reimbursement thereof shall be made solely from the relevant Collection Account) the related Serviced Pari Passu Companion Loan Custodial Account (withdrawals from the Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account shall be made pro rata according to the related Intercreditor Agreement and based on the respective outstanding principal balances of the related Mortgage Loan and the related Serviced Pari Passu Companion Loan) prior to payment from funds in the Collection Account that are unrelated to such Serviced Loan Combination.  Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable,
 
 
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obtains funds from the Collection Account that are unrelated to a Serviced Loan Combination as a reimbursement for a Nonrecoverable Servicing Advance or any Advance Interest on a Servicing Advance or a Nonrecoverable Servicing Advance relating to a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder is required under the related Intercreditor Agreement to, promptly following notice from the Master Servicer, reimburse the Trust Fund for its pro rata share of such Nonrecoverable Servicing Advance or Advance Interest to the extent set forth in the related Intercreditor Agreement.
 
If amounts on deposit in the Collection Account at any particular time (after withdrawing any portion of such amounts deposited in the Collection Account in error) are insufficient to satisfy all payments, reimbursements and remittances to be made therefrom as set forth in clauses (ii) through (xx) of the preceding paragraph, then the corresponding withdrawals from the Collection Account shall be made in the following priority and subject to the following rules:  (x) if the payment, reimbursement or remittance is to be made from a specific source of funds, then such payment, reimbursement or remittance shall be made from that specific source of funds on a pro rata basis with any and all other payments, reimbursements and remittances to be made from such specific source of funds; and (y) if the payment, reimbursement or remittance can be made from any funds on deposit in the Collection Account, then (following any withdrawals made from the Collection Account in accordance with the immediately preceding clause (x) of this sentence) such payment, reimbursement or remittance shall be made from the general funds remaining on deposit in the Collection Account on a pro rata basis with any and all other payments, reimbursements or remittances to be made from such general funds; provided, that any reimbursements of Advances in respect of any particular Mortgage Loan or REO Property out of the Collection Account pursuant to any of clauses (ii), (v) and (vi) of the first paragraph of this Section 3.05(a)(I), and any payments of interest thereon out of the Collection Account pursuant to either of clauses (vii) and (viii) of the first paragraph of this Section 3.05(a)(I), shall be made (to the extent of their respective entitlements to such reimbursements and/or payments):  first, to the Trustee; and second, pro rata, to the Master Servicer and the Special Servicer.
 
The Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property-by-property basis when appropriate, in connection with any withdrawal from the Collection Account pursuant to any of clauses (ii) through (xviii) of the first paragraph of this Section 3.05(a)(I).
 
The Master Servicer shall pay to the Special Servicer, and, subject to Section 3.01(h)(i), the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Certificate Administrator or the Non-Trust Trustee, as applicable, from the Collection Account on the Master Servicer Remittance Date amounts permitted to be paid to the Special Servicer, the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Certificate Administrator or the Non-Trust Trustee, as applicable, therefrom based upon an Officer’s Certificate received from the Special Servicer, the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Certificate Administrator or the Non-Trust Trustee, as applicable, on the first Business Day following the immediately preceding Determination Date, describing the item and amount to which the Special Servicer, the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Certificate Administrator or the Non-Trust Trustee, as applicable, is entitled.  The Master Servicer may rely conclusively on any such
 
 
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certificate and shall have no duty to re-calculate the amounts stated therein.  The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Mortgage Loan and REO Property as to which it is the Special Servicer on a loan-by-loan and property-by-property basis, for the purpose of justifying any request thereby for withdrawal from the Collection Account.
 
Subsection (II).  The provisions of this subsection (II) of this Section 3.05(a) shall apply notwithstanding any contrary provision of subsection (I) of this Section 3.05(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 making of three monthly payments under its modified terms, would then constitute) a Corrected Mortgage Loan, together with (to the extent theretofore accrued and unpaid) Advance Interest thereon, is not pursuant to the operation of the provisions of Section 3.05(a)(I) reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan becomes a Corrected Mortgage Loan (or, but for the making of three monthly payments under its modified terms, would constitute a Mortgage Loan that is a Corrected 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 (to the extent theretofore accrued and unpaid) any Advance Interest thereon, together with (to the extent it remains unpaid) 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, conditions and limitations 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 3.05(a)(I) above (construed without regard to the reference therein to this subsection except that it is nonetheless hereby acknowledged that, for purposes of “Late Collections” in subsection 3.05(a)(I), funds received on the related Mortgage Loan shall be applied in accordance with the terms of the applicable modification even though such application may result in an Advance continuing to be outstanding when the Borrower is current in its payments under the terms of the Mortgage Loan as modified).  Subsection (iv) below (subject to the terms, conditions and limitations thereof) authorizes or permits the Master Servicer, under certain circumstances, to abstain from reimbursing itself (or, if applicable, the Trustee to abstain from obtaining reimbursement) for Nonrecoverable Advances 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
 
 
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may accrue thereon) shall cease to be subject to the operation of subsection (iii) below, such amount (and further Advance Interest) shall be as fully payable and reimbursable to the relevant Person as would any other Nonrecoverable Advance (and Advance Interest thereon) and, as a Nonrecoverable Advance, such amount may become the subject of the Master Servicer’s (or, if applicable, the Trustee’s) exercise of its sole option authorized by subsection (iv) below.
 
(iii)          Reimbursements of Workout-Delayed Reimbursement Amounts:  The Master Servicer, the Special Servicer and the Trustee, as applicable, shall be entitled to reimbursement and payment (and, notwithstanding any contrary provision of subsection (I) above, shall be entitled to withdraw and pay to itself the amount of such reimbursement and payment) for all Workout-Delayed Reimbursement Amounts in each Collection Period (and it is again hereby acknowledged that, for purposes of “Late Collections” in subsection 3.05(a)(I), funds received on the related Mortgage Loan shall be applied in accordance with the terms of the applicable modification even though such application may result in an Advance continuing to be outstanding when the Borrower is current in its payments under the terms of the Mortgage Loan as modified); provided, that the aggregate amount (for all such Persons collectively) of such reimbursements and payments from amounts advanced or collected on the Mortgage Pool in such Collection Period shall not exceed (and the reimbursement and payment shall be made from) the aggregate principal portions of P&I Advances and principal collections and recoveries on the Mortgage Pool for such Collection Period contemplated by clauses (i) through (v) of the definition of “Unadjusted Principal Distribution Amount”, net of the aggregate deduction amounts for Nonrecoverable Advances (and accrued and unpaid Advance Interest thereon) that were reimbursed or paid during the related Collection Period from principal collections on the Mortgage Pool, as described by clause (II)(B) of the definition of “Principal Distribution Amount” and pursuant to subsection (iv) of this Section 3.05(a)(II).  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 aggregate principal collections pursuant to the preceding sentence.
 
Any collections (as applied under Section 1.03) received on or in respect of the Mortgage Loans during a Collection Period that, in each case, represents a delinquent amount as to which an Advance had been made, which Advance was previously reimbursed during the Collection Period for a prior Distribution Date as part of a Workout-Delayed Reimbursement Amount, shall be added to and constitute a part of the Principal Distribution Amount for the related Distribution Date (pursuant to clause (I)(B) of the definition of “Principal Distribution Amount”) to the extent of all Workout-Delayed Reimbursement Amounts on or in respect of such respective Mortgage Loan that were reimbursed from collections of principal on the Mortgage Pool in all prior Collection Periods pursuant to the preceding paragraph.
 
The Certificate Administrator (and, with respect to Advances made by the Master Servicer or the Trustee) shall be entitled to rely conclusively upon any direction or notice received from the Master Servicer in connection with any determination made by the Master
 
 
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Servicer pursuant to the foregoing provisions of this Section 3.05(a)(II)(iii) and shall not be obligated to independently verify, monitor or oversee any such determination.
 
(iv)          Sole Option to Abstain from Reimbursements of Certain Nonrecoverable Advances.  To the extent that Section 3.05(a)(I) entitles the Master Servicer, the Special Servicer or the Trustee to reimbursement for any Nonrecoverable Advance (or payment of Advance Interest thereon from a source other than Default Charges 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, they shall be made, first, from the aggregate principal portions of P&I Advances and principal collections and recoveries on the Mortgage Pool for such Collection Period contemplated by clauses (i) through (v) of the definition of “Unadjusted Principal Distribution Amount”, and then from other amounts advanced or collected on the Mortgage Pool for such Collection Period; provided that, if so provided as set forth below, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide each Rating Agency with at least fifteen (15) days’ notice before any reimbursement shall be made of a Nonrecoverable Advance (or payment of Advance Interest thereon from a source other than Default Charges on the related Mortgage Loan from such other amounts advanced or collected on the Mortgage Pool 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 the aggregate principal portions of P&I Advances and principal collections and recoveries on the Mortgage Pool for such Collection Period contemplated by clauses (i) through (v) of the definition of “Unadjusted Principal Distribution Amount”, the Master Servicer and/or the Trustee, as applicable, 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 and in its sole discretion, to abstain from reimbursing itself or obtaining reimbursement (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), for successive one-month periods for a total period not to exceed twelve (12) months; provided that any such deferral exceeding six (6) months shall require (during a Subordinate Control Period) the consent of the Subordinate Class Representative; provided, further, that the aggregate amount that is the subject of the exercise of such option 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, as applicable) makes such an election at its sole option to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (and Advance Interest thereon), then such Nonrecoverable Advance (and Advance Interest thereon) or portion thereof shall continue to be fully reimbursable in any subsequent Collection Period.  In connection with a potential election by the Master Servicer (or the Trustee, as applicable) 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, as applicable) shall further be authorized to wait for principal collections to be received before making its determination of whether to abstain
 
 
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from the reimbursement of a particular Nonrecoverable Advance or portion thereof.  The Master Servicer or the Trustee, as applicable, shall give the Rating Agencies at least fifteen (15) days’ notice (subject to Section 3.27) prior to any reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account or Distribution Account, as applicable, allocable to interest on the Mortgage Loans unless (1) the Master Servicer or the Trustee, as applicable, determines in its sole discretion that waiting fifteen (15) days after such a notice could jeopardize its ability to recover such Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to the Master Servicer or Trustee, as applicable, that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master Servicer has not timely received from the Trustee information requested by the Master Servicer to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided, that, if any of clause (1), clause (2) or clause (3) above apply, the Master Servicer or Trustee, as applicable, shall give each Rating Agency notice (subject to Section 3.27) of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account or Distribution Account, as applicable, allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances.  The Master Servicer or the Trustee, as applicable, shall have no liability for any loss, liability or expenses resulting from any notice provided to the Rating Agencies contemplated by the immediately preceding sentence.
 
Any collections (as applied under Section 1.03) received on the Mortgage Loans during a Collection Period that, in each case, represents a recovery of an amount determined in a prior Collection Period to have been a Nonrecoverable Advance shall be added to and constitute a part of the Principal Distribution Amount for the related Distribution Date (pursuant to clause (I)(C) of the definition of “Principal Distribution Amount”) to the extent of all Nonrecoverable Advances on such respective Mortgage Loan that were reimbursed from collections of principal on the Mortgage Pool in all prior Collection Periods pursuant to the preceding paragraph.
 
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, as applicable) 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, as applicable) 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, as applicable) to otherwise be reimbursed for such Nonrecoverable Advance (and Advance Interest thereon).  Any such election by one of the
 
 
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Master Servicer or the Trustee shall not be construed to impose any duty on any other such party to make such an election (or any entitlement in favor of any Certificateholder or any other Person to such an election).  Any such election by any such party to abstain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more Collection Periods shall not limit the accrual of Advance Interest on 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 of the Companion Loan Holders for any such election that such party makes to defer or not to defer reimbursement as contemplated by this subsection or for any losses, damages or other adverse economic or other effects that may arise from such an election, nor shall such election constitute a violation of the Servicing Standard or any duty under this Agreement.  The foregoing statements in this paragraph shall not limit the generality of the statements made in the immediately preceding paragraph.
 
The Certificate Administrator (and, with respect to Advances made by the Master Servicer and the Trustee) shall be entitled to rely conclusively upon any direction or notice received from the Master Servicer in connection with any determination made by the Master Servicer pursuant to the foregoing provisions of this Section 3.05(a)(II)(iv) and shall not be obligated to independently verify, monitor or oversee any such determination.
 
(v)           Deferral is Not Subordination.  No determination by the Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or Advance Interest under subsection (iv) shall be construed as an agreement by the Master Servicer (or the Trustee, as applicable) to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement during such period of deferral.
 
(b)           The Certificate Administrator shall, from time to time, make withdrawals from the Distribution Account for each of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
 
(i)           to make distributions to the Holders of the Regular Certificates on each Distribution Date pursuant to Section 4.01;
 
(ii)          to transfer Interest Reserve Amounts in respect of the Interest Reserve Loans to the Interest Reserve Account as and when required by Section 3.04(c);
 
(iii)         to pay itself, the Tax Administrator, the Master Servicer, the Special Servicer, the Depositor, the Trustee or any of their respective directors, officers, members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b) or Section 8.05(b), as applicable, if and to the extent such amounts are not payable out of the Collection Account pursuant to Section 3.05;
 
(iv)         to pay any and all federal, state and local taxes imposed on any REMIC Pool or on the assets or transactions of any REMIC Pool, together with all incidental
 
 
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costs and expenses, and any and all expenses relating to tax audits, if and to the extent that either (A) none of the parties hereto are liable therefor pursuant to Section 10.01(b) and/or Section 10.01(f) or (B) any such Person that may be so liable has failed to timely make the required payment;
 
(v)          to pay for the cost of the Opinions of Counsel as contemplated by Section 12.01(a) or Section 12.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate Administrator which amendment is in furtherance of the rights and interests of Certificateholders;
 
(vi)         to pay itself Net Investment Earnings earned on funds in the Distribution Account for each Collection Period;
 
(vii)        to pay for the cost of recording this Agreement pursuant to Section 12.02(a);
 
(viii)       to pay to any party hereto any amounts deposited or remitted by such Person for deposit into the Distribution Account in error; and
 
(ix)          to clear and terminate the Distribution Account at the termination of this Agreement pursuant to Section 9.01.
 
(c)           On the Master Servicer Remittance Date in March of each year (commencing in March 2013), and in any event on the Master Servicer Remittance Date that occurs in the same calendar month as the Final Distribution Date, the Certificate Administrator shall withdraw from the Interest Reserve Account and deposit in the Distribution Account all Interest Reserve Amounts in respect of the Interest Reserve Loans then on deposit in the Interest Reserve Account.  In addition, the Certificate Administrator shall, from time to time, make withdrawals from the Interest Reserve Account to pay itself interest or other income earned on deposits in the Interest Reserve Account, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to the Interest Reserve Account for each Collection Period).
 
(d)           On the Business Day prior to each Distribution Date, the Certificate Administrator shall withdraw from the Excess Liquidation Proceeds Account and deposit in the Distribution Account, for distribution on such Distribution Date, an amount equal to the lesser of (i) the entire amount of Excess Liquidation Proceeds, if any, then on deposit in the Excess Liquidation Proceeds Account and (ii) the excess, if any, of the aggregate amount distributable on such Distribution Date pursuant to Section 4.01(a), over the Available Distribution Amount for such Distribution Date (calculated without regard to such transfer from the Excess Liquidation Proceeds Account to the Distribution Account); provided that on the Business Day prior to the Final Distribution Date, the Certificate Administrator shall withdraw from the Excess Liquidation Proceeds Account and deposit in the Distribution Account, for distribution on such Distribution Date, any and all Excess Liquidation Proceeds then on deposit in the Excess Liquidation Proceeds Account.  In addition, the Certificate Administrator shall, from time to time, make withdrawals from the Excess Liquidation Proceeds Account to pay itself interest or other income earned on deposits in the Excess Liquidation Proceeds Account, in accordance with
 
 
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Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to the Excess Liquidation Proceeds Account for each Collection Period).
 
(e)           The Certificate Administrator, the Trustee, the Depositor, the Master Servicer and the Special Servicer, as applicable, shall in all cases have a right prior to the Certificateholders to any particular funds on deposit in the Collection Account and the Distribution Account from time to time for the reimbursement or payment of compensation, Advances (with interest thereon at the Reimbursement Rate) and their respective expenses hereunder, but only if and to the extent such compensation, Advances (with such interest) and expenses are to be reimbursed or paid from such particular funds on deposit in the Collection Account or the Distribution Account pursuant to the express terms of this Agreement.
 
(f)           The Master Servicer may, from time to time, make withdrawals from the Serviced Pari Passu Companion Loan Custodial Account for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):
 
(i)           to remit to the Serviced Pari Passu Companion Loan Holder the amounts to which the Serviced Pari Passu Companion Loan Holder is entitled in accordance with Section 3.04(j), as and when required by such paragraph;
 
(ii)          to pay to itself earned and unpaid Master Servicing Fees in respect of the related Serviced Pari Passu Companion Loan or any successor interest in an REO Mortgage Loan with respect thereto;
 
(iii)         to pay to the Special Servicer earned and unpaid Special Servicing Fees in respect of the related Serviced Pari Passu Companion Loan or any successor interest in an REO Mortgage Loan with respect thereto;
 
(iv)         to pay the Special Servicer (or, if applicable, any predecessor thereto) earned and unpaid Workout Fees and Liquidation Fees to which it is entitled with respect to the related Serviced Pari Passu Companion Loan or any successor REO Mortgage Loan with respect thereto pursuant to, and from the sources contemplated by, the second and third paragraphs of Section 3.11(c);
 
(v)          to reimburse itself, the Special Servicer or the Trustee, as applicable, for any unreimbursed Servicing Advances made thereby (in each case, with its own funds) with respect to the related Serviced Loan Combination or any related REO Property (but only to the extent that amounts specifically allocable to such purpose have not been deposited in the Collection Account);
 
(vi)         to pay itself, the Special Servicer or the Trustee, as applicable, any Advance Interest then due and owing to such Person with respect to any Servicing Advance made by such Person (out of its own funds) with respect to the related Serviced Loan Combination or any successor REO Mortgage Loan with respect thereto;
 
(vii)        to pay itself any items of Additional Master Servicing Compensation, and to pay to the Special Servicer any items of Additional Special Servicing Compensation with respect to the related Serviced Loan Combination, in each case on deposit in such
 
 
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Serviced Pari Passu Companion Loan Custodial Account from time to time, and to pay to the Trust Advisor any Trust Advisor Consulting Fee then due and payable to the Trust Advisor with respect to the related Serviced Loan Combination, the Trust Advisor’s right to payment pursuant to this clause (vii) with respect to such Serviced Loan Combination being limited to amounts on deposit in such Serviced Pari Passu Companion Loan Custodial Account that represent collections of such fee from the related Borrower in accordance with the other provisions of this Agreement;
 
(viii)       to pay any unpaid Liquidation Expenses incurred with respect to the related Serviced Loan Combination or any related REO Property (but only to the extent that amounts specifically allocable to such purpose have not been deposited in the Collection Account);
 
(ix)          to pay, in accordance with Section 3.11(i), certain servicing expenses with respect to the related Serviced Loan Combination or any related REO Property, which expenses would, if advanced, constitute Nonrecoverable Servicing Advances (but only to the extent that amounts specifically allocable to such purpose have not been deposited in the Collection Account);
 
(x)           to pay any costs and expenses incurred by the Trust pursuant to Section 3.09(c) (other than the costs of environmental testing, which are to be covered by, and reimbursable as, a Servicing Advance) with respect to the related Serviced Loan Combination or any related REO Property (but only to the extent that amounts specifically allocable to such purpose have not been deposited in the Collection Account);
 
(xi)          to pay itself, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, or any of their respective directors, officers, members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03, Section 7.01(b) or Section 8.05, as applicable, in connection with the related Serviced Loan Combination or any related REO Property (but only to the extent that amounts specifically allocable to such purpose have not been deposited in the Collection Account);
 
(xii)         to pay to itself, the Special Servicer, the Trustee or the Depositor, as the case may be, any amount specifically required to be paid to such Person at the expense of the related Serviced Pari Passu Companion Loan Holder(s) under any provision of this Agreement or the related Intercreditor Agreement to which reference is not made in any other clause of this Section 3.05(f), it being acknowledged that this clause (xii) shall not be construed to modify any limitation otherwise set forth in this Agreement on the time at which any Person is entitled to payment or reimbursement of any amount or the funds from which any such payment or reimbursement is permitted to be made;
 
(xiii)        to withdraw any amount and pay to the Person entitled thereto any amount deposited in such Serviced Pari Passu Companion Loan Custodial Account in error; and
 
 
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(xiv)       to clear and terminate such Serviced Pari Passu Companion Loan Custodial Account at the termination of this Agreement pursuant to Section 9.01 or at such time as the related Serviced Loan Combination or any related REO Property is no longer serviced hereunder.
 
provided, that in connection with any expense, cost, reimbursement or other amount otherwise permitted to be withdrawn from a Serviced Pari Passu Companion Loan Custodial Account pursuant to clause (v) (relating to Servicing Advances), clause (vi) (relating to Advance Interest on Servicing Advances), clause (viii) (relating to Liquidation Expenses), clause (ix) (relating to Nonrecoverable Servicing Advances), clause (x) (relating to certain environmental expenses) or clause (xi) (relating to certain indemnification and similar expenses), other than (in the case of such clause (xi)) Trust Advisor Expenses, such payment shall be made from amounts on deposit in the Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account (withdrawals from the Collection Account and the related Serviced Pari Passu Companion Loan Custodial Account shall be made pro rata according to the related Intercreditor Agreement and based on the respective outstanding principal balances of the related Mortgage Loan and the related Serviced Pari Passu Companion Loan) from related funds prior to payment from funds in the Collection Account that are unrelated to such Serviced Loan Combination.  Notwithstanding the foregoing, to the extent the Master Servicer, the Special Servicer or the Trustee, as applicable, obtains funds from the Collection Account that are unrelated to a Serviced Loan Combination as a reimbursement for a Nonrecoverable Servicing Advance or any Advance Interest on a Servicing Advance or a Nonrecoverable Servicing Advance relating to a Serviced Loan Combination, the parties acknowledge that the related Serviced Pari Passu Companion Loan Holder is required under the related Intercreditor Agreement to, promptly following notice from the Master Servicer, reimburse the Trust Fund for its pro rata share of such Nonrecoverable Servicing Advance or Advance Interest.
 
Notwithstanding any contrary provision above, any reimbursements of Servicing Advances out of such Serviced Pari Passu Companion Loan Custodial Account shall be made (to the extent of their respective entitlements to such reimbursements and/or payments):  first, to the Trustee; second, to the Special Servicer; and third, to the Master Servicer.
 
The Master Servicer shall pay to the Special Servicer from the related Serviced Pari Passu Companion Loan Custodial Account amounts permitted to be paid to the Special Servicer therefrom in respect of Special Servicing Fees, Workout Fees or otherwise, such payment to be based upon a written statement of the Special Servicer describing the item and amount to which the Special Servicer is entitled; provided, that no written statement is required for a payment of Special Servicing Fees and/or Workout Fees arising from collections other than the initial collection on a Corrected Mortgage Loan.  The Master Servicer may rely conclusively on any such statement and shall have no duty to re-calculate the amounts stated therein.
 
The Trustee, the Certificate Administrator, the Depositor, the Master Servicer and the Special Servicer shall in all cases have a right prior to the related Serviced Pari Passu Companion Loan Holder(s) to any particular funds on deposit in a Serviced Pari Passu Companion Loan Custodial Account from time to time for the reimbursement or payment of compensation, Servicing Advances (with interest thereon at the Reimbursement Rate) and their respective expenses hereunder, but only if and to the extent such compensation, Servicing
 
 
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Advances (with interest) and expenses are to be reimbursed or paid from such funds on deposit in such Serviced Pari Passu Companion Loan Custodial Account pursuant to the express terms of this Agreement and/or the related Intercreditor Agreement.
 
(g)           [Reserved.]
 
(h)          If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related REO Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer (provided that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection Account for the following purposes:
 
(i)           to reimburse the Master Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related REO Property (together with Advance Interest);
 
(ii)          to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense relating to such Mortgage Loan or any related REO Property that constitutes or, if not paid out of such Loss of Value Payments, would constitute an Additional Trust Fund Expense;
 
(iii)         to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any related successor REO Mortgage Loan;
 
(iv)         following the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related REO Property and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii) as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any other Mortgage Loan or REO Mortgage Loan; and
 
(v)          on the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, Additional Trust Fund Expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.
 
Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior paragraph shall be treated as Liquidation Proceeds received by the
 
 
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Trust in respect of the related Mortgage Loan or any successor REO Mortgage Loan with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection Account pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the Mortgage Loan or REO Mortgage Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an item contemplated by clauses (i)-(iii) of the prior paragraph.
 
(i)           With respect to the Serviced Loan Combinations, if amounts required to pay the compensation, fees, costs, expenses or reimbursement incurred in connection with the servicing and administration of the Serviced Pari Passu Companion Loan exceed amounts on deposit in the Serviced Pari Passu Companion Loan Custodial Account and the Master Servicer, the Special Servicer, the Certificate Administrator, the Trust Advisor or the Trustee, as applicable, have sought reimbursement from the Trust Fund with respect to such expenses allocable to such Serviced Pari Passu Companion Loan, then the Master Servicer or Special Servicer, as applicable, shall use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement from the holder of the Serviced Pari Passu Companion Loan for that holder’s pro rata share of the expense.
 
Section 3.06     Investment of Funds in the Accounts.
 
(a)           The Master Servicer may direct (pursuant to a standing order or otherwise) any depositary institution (including the Certificate Administrator) that holds the Collection Account, any Serviced Pari Passu Companion Loan Custodial Account, any Servicing Account or any Reserve Account, the Special Servicer may direct (pursuant to a standing order or otherwise) any depositary institution (including the Certificate Administrator) that holds the REO Account and any Loss of Value Reserve Fund, and the Certificate Administrator may direct (pursuant to a standing order or otherwise) any depositary institution that holds the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account to invest, or if any of the Master Servicer, the Special Servicer or the Certificate Administrator, as appropriate, is such depositary institution, the Master Servicer, the Special Servicer or the Certificate Administrator, as the case may be, may invest itself, the funds held therein in (but only in) one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement or the related Mortgage Loan Documents, as applicable, or with respect to Permitted Investments of funds held in the Distribution Account, no later than 11:00 a.m., New York City time, on the next succeeding Distribution Date; provided that any such investment of funds in any Servicing Account or Reserve Account shall be subject to applicable law and the terms of the related Mortgage Loan Documents; and provided, further, that the funds in any Investment Account shall remain uninvested unless and until the Master Servicer, the Special Servicer or the Certificate Administrator, as appropriate, gives timely investment instructions with respect thereto pursuant to or as contemplated by this Section 3.06.  All such Permitted Investments shall be held to maturity, unless payable on demand.  Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such).  The Master Servicer (with respect to Permitted Investments of amounts in the Collection Account, any Serviced Pari Passu Companion Loan Custodial Account, any Servicing
 
 
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Account or any Reserve Account), the Special Servicer (with respect to Permitted Investments of amounts in the REO Account), and the Certificate Administrator (with respect to Permitted Investments of amounts in the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account) acting on behalf of the Trustee, shall (and Trustee hereby designates the Master Servicer, the Special Servicer or the Certificate Administrator, as the case may be, as the Person that shall) (i) be the “entitlement holder” of any Permitted Investment that is a “security entitlement” and (ii) maintain “control” of any Permitted Investment that is either a “certificated security” or an “uncertificated security”.  For purposes of this Section 3.06(a), the terms “entitlement holder”, “security entitlement”, “control”, “certificated security” and “uncertificated security” shall have the meanings given such terms in Revised Article 8 (1994 Revision) of the UCC, and “control” of any Permitted Investment by the Master Servicer, the Special Servicer or the Certificate Administrator shall constitute “control” by a Person designated by, and acting on behalf of, the Trustee for purposes of Revised Article 8 (1994 Revision) of the UCC.  If amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the party hereunder that maintains such Investment Account (whether it is the Master Servicer, the Special Servicer or the Certificate Administrator), shall:
 
(x)           consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount at least equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and
 
(y)           demand payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer or the Certificate Administrator, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in such Investment Account.
 
(b)           Whether or not the Master Servicer directs the investment of funds in any Investment Account (other than a Servicing Account or Reserve Account) maintained by it, interest and investment income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for such Investment Account for each Collection Period, shall be for the sole and exclusive benefit of the Master Servicer and shall be subject to its withdrawal in accordance with Section 3.05.  Whether or not the Master Servicer directs the investment of funds in any Servicing Account or Reserve Account maintained by it, interest and investment income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for such Investment Account for each Collection Period, and subject to the requirements of applicable law or the terms of the related Serviced Mortgage Loan(s) or Serviced Pari Passu Companion Loan(s) regarding the payment of such interest and investment income to the related Borrower, shall be for the sole and exclusive benefit of the Master Servicer and shall be subject to withdrawal from time to time in accordance with Section 3.03.  Whether or not the Special Servicer directs the investment of funds in the REO Account or the Loss of Value Reserve Fund, interest and investment income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for such Investment Account for each Collection Period, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.16(b).  Whether or not the Certificate Administrator directs the
 
 
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investment of funds in the Distribution Account, the Interest Reserve Account or the Excess Liquidation Proceeds Account, interest and investment income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for each such Investment Account for each Collection Period, shall be for the sole and exclusive benefit of the Certificate Administrator and shall be subject to its withdrawal in accordance with Section 3.05.  If any loss shall be incurred in respect of any Permitted Investment on deposit in any Investment Account, the party hereunder that maintains such Investment Account (whether it is the Master Servicer, the Special Servicer or the Certificate Administrator), shall promptly deposit therein from its own funds, without right of reimbursement, no later than the end of the Collection Period during which such loss was incurred, the amount of the Net Investment Loss, if any, in respect of such Investment Account for such Collection Period (except, in the case of any such loss with respect to a Servicing Account or Reserve Account, to the extent the loss amounts were invested for the benefit of a Borrower under the terms of a Serviced Mortgage Loan, Serviced Pari Passu Companion Loan or applicable law).
 
(c)           Except as otherwise expressly provided in this Agreement, if any default occurs in the making of any payment due (or in any other performance required) under any Permitted Investment of funds on deposit in any Investment Account, and if the party hereunder that maintains such Investment Account (whether it is the Master Servicer, the Special Servicer or the Certificate Administrator) is in default of its obligations under or contemplated by Section 3.06(b), the Trustee may and, subject to Section 8.02, upon the request of (i) Holders of Certificates entitled to not less than 25% of the Voting Rights allocated to any Class of Interest Only Certificates or Principal Balance Certificates or (ii) the Subordinate Class Representative or (iii) alternatively, but only if the Permitted Investment involves funds on deposit in a Serviced Pari Passu Companion Loan Custodial Account, the related Serviced Pari Passu Companion Loan Holder(s) (it being understood that, for purposes of this clause (iii), Section 8.02 shall be construed as if references therein to one or more “Certificateholders” were instead references to such Serviced Pari Passu Companion Loan Holder), the Trustee shall, take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate legal proceedings.  Any costs incurred by the Trustee in taking any such action shall be reimbursed to it by the party hereunder that maintains such Investment Account (whether it is the Master Servicer, the Special Servicer or the Certificate Administrator).  This provision is in no way intended to limit any actions that the Master Servicer, the Special Servicer or the Certificate Administrator may take in this regard at its own expense.
 
(d)           Notwithstanding the investment of funds held in any Investment Account, for purposes of the calculations hereunder, including the calculation of the Available Distribution Amount, the Master Servicer Remittance Amounts and the monthly amounts payable to the respective Serviced Pari Passu Companion Loan Holders, the amounts so invested shall be deemed to remain on deposit in such Investment Account.
 
Section 3.07     Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage.
 
(a)           In the case of each Serviced Mortgage Loan or Serviced Loan Combination, the Master Servicer shall use reasonable efforts consistent with the Servicing Standard to cause the related Borrower to maintain (including identifying the extent to which a
 
 
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Borrower is maintaining insurance coverage and, if such Borrower does not so maintain, the Master Servicer will itself cause to be maintained with Qualified Insurers having the Required Claims-Paying Ratings) for the related Mortgaged Property (x) a fire and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of (i) the full replacement cost of improvements securing such Serviced Mortgage Loan or Serviced Loan Combination or (ii) the outstanding principal balance of such Serviced Mortgage Loan or Serviced Loan Combination, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause and (y) all other insurance coverage (including but not limited to coverage for damage resulting from acts of terrorism) as is required or that the lender is entitled to reasonably require, subject to applicable law, under the related Mortgage Loan Documents; provided that all of the following conditions and/or limitations shall apply:
 
(A)           the Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property securing a Serviced Mortgage Loan or Serviced Loan Combination unless such insurance policy was in effect at the time of the origination of such Serviced Mortgage Loan or Serviced Loan Combination pursuant to the terms of the related Mortgage Loan Documents and is available at commercially reasonable rates and the Trustee has an insurable interest;
 
(B)           if and to the extent that any Serviced Mortgage Loan or Serviced Loan Combination grants the lender thereunder any discretion (by way of consent, approval or otherwise) as to the insurance provider from whom the related Borrower is to obtain the requisite insurance coverage, the Master Servicer shall (to the extent consistent with the Servicing Standard) use efforts consistent with the Servicing Standard to cause the related Borrower to obtain the requisite insurance coverage from Qualified Insurers that, in each case, have the Required Claims-Paying Ratings at the time such insurance coverage is obtained;
 
(C)           the Master Servicer shall have no obligation beyond using its reasonable efforts consistent with the Servicing Standard to cause the Borrower under any Serviced Mortgage Loan to maintain the insurance required to be maintained or that the lender is entitled to reasonably require, subject to applicable law, under the related Mortgage Loan Documents;
 
(D)           in no event shall the Master Servicer be required to cause the Borrower under any Serviced Mortgage Loan to maintain, or itself obtain, insurance coverage that the Master Servicer has determined is either (i) not available at any rate or (ii) not available at commercially reasonable rates and the related hazards are not at the time commonly insured against at the then-available rates for properties similar to the related Mortgaged Property and located in or around the region in which the related Mortgaged Property is located;
 
(E)           the reasonable efforts of the Master Servicer to cause the Borrower under any Serviced Mortgage Loan to maintain insurance shall be conducted in a
 
 
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manner that takes into account the insurance that would then be available to the Master Servicer on a force-placed basis; and
 
(F)           to the extent the Master Servicer itself is required to maintain insurance that the Borrower under any Serviced Mortgage Loan does not maintain, the Master Servicer shall not be required to maintain insurance other than what is available to the Master Servicer on a force-placed basis (and this will not be construed to modify the other limits set forth in clause (D) above).
 
Notwithstanding the limitation set forth in clause (D) above, if the related Borrower under any Serviced Mortgage Loan fails to maintain with respect to the related Mortgaged Property (i) specific casualty insurance coverage providing for “special” form coverage that does not specifically exclude, terrorist or similar acts, and/or (ii) specific insurance coverage with respect to damages or casualties caused by terrorist or similar acts, the Master Servicer shall cause the related Borrower to maintain, or itself obtain, such insurance upon terms not materially less favorable than those in place as of the Closing Date, unless the Special Servicer has determined in its reasonable judgment based on inquiry consistent with the Servicing Standard, and (during any Subordinate Control Period) with the consent of the Subordinate Class Representative or (during any Collective Consultation Period or Senior Consultation Period) after having consulted with the Trust Advisor and (during any Collective Consultation Period) the Subordinate Class Representative, that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is not available at any rate (failure to maintain required insurance due to either of clause (a) or (b) is referred to herein as an “Acceptable Insurance Default”).  The Subordinate Class Representative and/or Trust Advisor, as applicable, will have no more than thirty (30) days to respond to the Special Servicer’s request for such consent or consultation; provided, that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the Subordinate Class Representative and/or Trust Advisor, the Special Servicer will not be required to do so.  If any such approval of the Special Servicer has not been expressly denied within ninety (90) days of the Special Servicer’s receipt from the Master Servicer of the Master Servicer’s determination and analysis and all information reasonably requested thereby and reasonably available to the Master Servicer in order to make an informed decision, such approval shall be deemed to have been granted.  If the Special Servicer is in the process of making a determination described above in this paragraph, then, during the period of such evaluation by the Special Servicer (or, to the extent applicable, during the period that the Special Servicer is obtaining the consent of the Subordinate Class Representative or consulting with the Trust Advisor and/or the Subordinate Class Representative, as applicable), the Master Servicer shall not be liable for any loss related to its failure to require the related Borrower to maintain terrorism insurance and shall not be in default of its obligations hereunder as a result of such failure to maintain terrorism insurance.
 
The Master Servicer shall notify the Special Servicer, the Trustee, the Subordinate Class Representative and the Majority Subordinate Certificateholder and (if a Serviced Loan Combination is involved) the related Serviced Pari Passu Companion Loan Holder(s) if the Master Servicer determines that any Borrower under a Serviced Mortgage Loan has failed to
 
 
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maintain insurance required under (or that the Master Servicer has required pursuant to a provision that entitles the lender to reasonably require insurance under) the related Mortgage Loan Documents and such failure materially and adversely affects such Mortgage Loan and/or the interest of the Trust in the related Mortgaged Property or if any Borrower under a Serviced Mortgage Loan has notified the Master Servicer in writing that such Borrower does not intend to maintain such insurance and the Master Servicer has determined that such failure materially and adversely affects such Mortgage Loan and/or the interest of the Trust in the related Mortgaged Property.
 
(b)           Subject to Sections 3.17(b), and/or 3.24, as applicable, with respect to each Administered REO Property, the Special Servicer shall use reasonable efforts, consistent with the Servicing Standard, to maintain with Qualified Insurers having the Required Claims-Paying Ratings (a) a fire and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of (i) the full replacement cost of improvements at such Administered REO Property or (ii) the outstanding principal balance of the related REO Mortgage Loan, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, (b) a comprehensive general liability insurance policy with coverage comparable to that which would be required under prudent lending requirements and in an amount not less than $1 million per occurrence and (c) to the extent consistent with the Servicing Standard, a business interruption or rental loss insurance covering revenues or rents for a period of at least twelve (12) months, in each case if so required pursuant to the related Mortgage Loan Documents; provided, that both of the following conditions and/or limitations shall apply:
 
(A)           the Special Servicer shall not be required to maintain or obtain the insurance coverage otherwise described above unless the Trustee has an insurable interest; and
 
(B)           the Special Servicer shall not be required to maintain or obtain the insurance coverage otherwise described above to the extent that the coverage is not available at commercially reasonable rates and consistent with the Servicing Standard.
 
All such insurance policies maintained as described above shall contain (if they insure against loss to property) a “standard” mortgagee clause, with loss payable to the Master Servicer (or the applicable sub-servicer) on behalf of the Trustee, in the case of insurance maintained in respect of a Serviced Mortgage Loan or Serviced Loan Combination, or shall name the Trustee as the insured, with loss payable to the Special Servicer on behalf of the Trustee, in the case of insurance maintained in respect of an Administered REO Property.  Any amounts collected by the Master Servicer or the Special Servicer, as applicable, under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released to the related Borrower, in each case in accordance with the Servicing Standard) shall be deposited in the Collection Account or the Serviced Pari Passu Companion Loan Custodial Account, as appropriate in accordance with Section 3.04, subject to withdrawal pursuant to Section 3.05, in the case of amounts received in respect of a Serviced Mortgage Loan, or in the REO Account of the Special Servicer, subject to withdrawal pursuant to Section 3.16(c), in the case of amounts received in respect of an
 
 
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Administered REO Property.  Any cost incurred by the Master Servicer or Special Servicer in maintaining any such insurance shall not, for purposes hereof, including calculating monthly distributions to Certificateholders, be added to unpaid principal balance or Stated Principal Balance of the related Serviced Mortgage Loan or Serviced Loan Combination, notwithstanding that the terms of such Serviced Mortgage Loan or Serviced Loan Combination so permit; provided, that this sentence shall not limit the rights of the Master Servicer or Special Servicer on behalf of the Trust (and, if applicable, the Serviced Pari Passu Companion Loan Holders) to enforce any obligations of the related Borrower under such Serviced Mortgage Loan or Serviced Loan Combination.  Costs to the Master Servicer or the Special Servicer of maintaining insurance policies pursuant to this Section 3.07 shall (subject to Section 3.11(h) and Section 3.19(b)) be paid by, and reimbursable to, the Master Servicer or Special Servicer, as the case may be, as a Servicing Advance.
 
(c)           If (i) the Master Servicer or the Special Servicer shall obtain and maintain, or cause to be obtained and maintained, a blanket policy or master force-placed policy insuring against hazard losses on all of the Serviced Mortgage Loans, Serviced Loan Combinations or Administered REO Properties, as applicable, then, to the extent such policy (A) is obtained from a Qualified Insurer having the Required Claims-Paying Ratings, and (B) provides protection equivalent to the individual policies otherwise required herein and in the Mortgage Loan Documents or (ii) the Master Servicer or Special Servicer (or its corporate parent) has long-term unsecured debt obligations that are rated not lower than “A2” by Moody’s and “A (low)” by DBRS (or, if not rated by DBRS, an equivalent rating such as those listed above by at least two other NRSRO’s (which may include S&P, Fitch and/or Moody’s)), and the Master Servicer or the Special Servicer, as the case may be, self-insures for its obligation to maintain the individual policies otherwise required, the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained on the related Mortgaged Properties or REO Properties, as applicable.  Such a blanket or master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case the Master Servicer or the Special Servicer, as the case may be, whichever maintains such policy, shall, if there shall not have been maintained on any Mortgaged Property securing a Serviced Mortgage Loan, Serviced Loan Combination or any Administered REO Property thereunder a hazard insurance policy complying with the requirements of Section 3.07(a), and there shall have been one or more losses that would have been covered by such an individual policy, promptly deposit into the Collection Account (or, to the extent the loss affects the Serviced Pari Passu Companion Loan Holder(s), in the Serviced Pari Passu Companion Loan Custodial Account, as applicable) maintained by the Master Servicer, from its own funds without any right of reimbursement from the Trust, the amount not otherwise payable under the blanket or master force-placed policy in connection with such loss or losses because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Serviced Mortgage Loan or Serviced Loan Combination (or, in the absence of any such deductible limitation, the deductible limitation for an individual policy which is consistent with the Servicing Standard).  The Master Servicer and the Special Servicer shall each prepare and present, on behalf of itself, the Trustee and Certificateholders and, if applicable, the Serviced Pari Passu Companion Loan Holders, claims under any such blanket or master force-placed policy maintained by it in a timely fashion in accordance with the terms of such policy.
 
 
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(d)           With respect to each Performing Serviced Mortgage Loan that is subject to an Environmental Insurance Policy, if the Master Servicer has actual knowledge of any event (an “Insured Environmental Event”) giving rise to a claim under an Environmental Insurance Policy, the Master Servicer shall notify the Special Servicer to such effect and the Master Servicer shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder.  With respect to each Specially Serviced Mortgage Loan that is subject to an Environmental Insurance Policy, if the Special Servicer has actual knowledge of any event giving rise to a claim under an Environmental Insurance Policy, the Special Servicer shall notify the Master Servicer, which shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder.  With respect to each Administered REO Property that is subject to an Environmental Insurance Policy, if the Special Servicer has actual knowledge of any event giving rise to a claim under an Environmental Insurance Policy, the Special Servicer shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder.  Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any claim under an Environmental Insurance Policy described above (whether by the Master Servicer or the Special Servicer) shall be (subject to Section 3.11(h) and Section 3.19(b)) paid by, and reimbursable to, the Master Servicer or Special Servicer, as the case may be, as a Servicing Advance.
 
(e)           The Master Servicer and the Special Servicer shall each at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement during which Specially Serviced Mortgage Loans and/or Administered REO Properties exist as part of the Trust Fund) keep in force with a Qualified Insurer having the Required Claims-Paying Ratings, a fidelity bond in such form and amount as are consistent with the Servicing Standard.  The Master Servicer or Special Servicer shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer or the Special Servicer, as the case may be.  Such fidelity bond shall provide that it may not be canceled without ten (10) days’ prior written notice to the Trustee.  So long as the long-term unsecured debt obligations of the Master Servicer or Special Servicer, or such party’s corporate parent, are rated not lower than “A2” by Moody’s and “A (low)” by DBRS, or if not rated by DBRS, then either an equivalent rating (such as that listed above for Moody’s) by at least two NRSROs (which may include S&P, Fitch and/or Moody’s) or DBRS has issued a Rating Agency Confirmation, the Master Servicer or Special Servicer, as the case may be, may self-insure with respect to the fidelity bond coverage required as described above, in which case it shall not be required to maintain an insurance policy with respect to such coverage.
 
The Master Servicer and the Special Servicer shall each at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement during which Specially Serviced Mortgage Loans and/or Administered REO Properties exist as part of the Trust Fund) also keep in force with a Qualified Insurer having the Required Claims-Paying Ratings, a policy or policies of insurance covering loss occasioned by
 
 
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the errors and omissions of its officers and employees in connection with its servicing obligations hereunder, which policy or policies shall be in such form and amount as are consistent with the Servicing Standard.  The Master Servicer or Special Servicer shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such policy or policies and, by the terms of such policy or policies, the coverage afforded thereunder extends to the Master Servicer or the Special Servicer, as the case may be.  Any such errors and omissions policy shall provide that it may not be canceled without ten (10) days’ prior written notice to the Trustee.  So long as the long-term unsecured debt obligations of the Master Servicer or the Special Servicer, or such party’s corporate parent, are rated not lower than “A2” by Moody’s and “A (low)” by DBRS, or if not rated by DBRS, then either an equivalent rating (such as that listed above for Moody’s) by at least two NRSROs (which may include S&P, Fitch and/or Moody’s) or DBRS has issued a Rating Agency Confirmation, the Master Servicer or Special Servicer, as the case may be, may self-insure with respect to the errors and omissions coverage required as described above, in which case it shall not be required to maintain an insurance policy with respect to such coverage.
 
Section 3.08     Enforcement of Alienation Clauses.
 
(a)           If the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the assignment of the related Mortgaged Property to, and assumption of such Mortgage Loan by, another Person upon the satisfaction of specified conditions, prohibits such an assignment or assumption except upon the satisfaction of specified conditions or fully prohibits such an assignment and assumption, and the related Borrower requests approval for such an assignment and assumption or enters into a transfer of the related Mortgaged Property in violation of the related Mortgage Loan Documents, or if the provisions of any Serviced Mortgage Loan or Serviced Loan Combination expressly permits the further encumbrance of the related Mortgaged Property upon the satisfaction of specified conditions, prohibits such a further encumbrance except upon the satisfaction of specified conditions or fully prohibits such a further encumbrance, and the related Borrower requests approval for such a further encumbrance or enters into a further encumbrance in violation of the related Mortgage Loan Documents, the Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) or the Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall obtain the relevant information and review and make a determination to either (i) disapprove such request for approval of an assignment and assumption or further encumbrance (in the case of a Borrower request for approval thereof) and not waive any violation of the relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best economic interest of the Trust and, if applicable, any affected Serviced Pari Passu Companion Loan Holder(s) (as a collective whole), approve the request or waive the effect of the due-on-sale or due-on-encumbrance clause; provided, that all of the following conditions and/or restrictions shall apply:
 
(A)           the Master Servicer shall not enter into such a waiver or approval for any Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan, unless the Master Servicer has obtained the consent of the Special Servicer (it being understood and agreed that (1) the Master Servicer shall promptly provide the Special Servicer with (x) written notice of any Borrower request for such assignment and assumption or
 
 
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such encumbrance, (y) the Master Servicer’s written recommendations and analysis, and (z) all information reasonably available to the Master Servicer that the Special Servicer may reasonably request in order to withhold or grant any such consent, (2) the Special Servicer shall decide whether to withhold or grant such consent in accordance with the Servicing Standard (and subject to Section 3.24, and/or Section 3.26 if and as applicable), and (3) if any such consent has not been expressly denied within fifteen (15) Business Days (or at least 5 Business Days after the time period provided for in the related Intercreditor Agreement) of the Special Servicer’s receipt from the Master Servicer of the Master Servicer’s written recommendations and analysis and all information reasonably requested thereby and reasonably available to the Master Servicer in order to make an informed decision, such consent shall be deemed to have been granted;
 
(B)           if approval of an assignment and assumption or waiver of a due-on-sale provision is involved and the affected Serviced Mortgage Loan is a Mortgage Loan that (together with all other Mortgage Loans, if any, that are in the same Cross-Collateralized Group as such Mortgage Loan or have the same Borrower as such Mortgage Loan or have Borrowers that are known to be affiliated with the Borrower under such Mortgage Loan) is one of the ten largest Mortgage Loans then in the Trust or has a Cut-off Date Principal Balance in excess of $20,000,000, or if a Serviced Loan Combination is involved, then, subject to the related Mortgage Loan Documents and applicable law, neither the Master Servicer (with respect to a Serviced Mortgage Loan other than a Specially Serviced Mortgage Loan) nor the Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall enter into such approval or waiver unless and until such approval or waiver is the subject of a Rating Agency Confirmation (subject to Section 3.27) and in the case of a Serviced Loan Combination, the equivalent confirmation from each Pari Passu Companion Rating Agency with respect to the mortgage-backed securities backed by the related Pari Passu Companion Loan; and
 
(C)           if approval of a further encumbrance or waiver of a due-on-encumbrance provision is involved, then, subject to the related Mortgage Loan Documents and applicable law, neither the Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) nor the Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall enter into such approval or waiver unless and until such approval or waiver is the subject of a Rating Agency Confirmation (subject to Section 3.27) if the related Serviced Mortgage Loan (a) represents 2% or more of the then aggregate principal balance of all of the Mortgage Loans then in the Trust Fund, (b) is one of the ten largest Mortgage Loans then in the Trust Fund by principal balance, (c) has an aggregate loan-to-value ratio (including existing and proposed additional debt) that is equal to or greater than 85% or (d) has an aggregate debt service coverage ratio (including the debt service on the existing and proposed additional debt) that is less than 1.2x;
 
 
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(D)           if approval of an assignment and assumption or waiver of a due-on-sale provision is involved, then, subject to the related Mortgage Loan Documents and applicable law, neither the Master Servicer (with respect to a Performing Serviced Mortgage Loan) nor the Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall enter into such approval or waiver with respect to any Mortgaged Property which secures a Cross-Collateralized Group unless (i) all of the Mortgaged Properties securing such Cross-Collateralized Group are transferred simultaneously by the respective Borrower(s) or (ii) either (x) in the case of the Master Servicer, it has obtained the consent of the Special Servicer (pursuant to the approval procedures described in clause (A) above) or (y) in the case of the Special Servicer, it has obtained the consent of the Subordinate Class Representative, if and to the extent required under Sections 3.24 and/or Section 3.26, as applicable);
 
(E)           subject to the related Mortgage Loan Documents and applicable law, neither the Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) nor the Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall enter into such approval or waiver unless all associated costs and expenses (including the costs of any Rating Agency Confirmation) are covered without any expense to the Trust or (in the case of a Serviced Loan Combination) any expense to any related Serviced Pari Passu Companion Loan Holder(s) (it being understood and agreed that, except as expressly provided herein, neither the Master Servicer nor the Special Servicer shall be obligated to cover or assume any such costs or expenses) and if the related Borrower refuses to pay any such costs and expenses then the Master Servicer or Special Servicer, as applicable, shall be permitted to deny the related request;
 
(F)           neither the Master Servicer (with respect to a Performing Serviced Mortgage Loan and, if applicable, any related Performing Serviced Pari Passu Companion Loan) nor the Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall, in connection with any such approval or waiver, consent or agree to any modification, waiver or amendment of any term or provision of such Serviced Mortgage Loan that would result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool; and
 
(G)           the Special Servicer shall not consent to the Master Servicer’s recommendation described in clause (A) above, or itself enter into such an approval or waiver, unless the Special Servicer has complied with Section 3.24 and/or Section 3.26, as applicable.
 
Notwithstanding the foregoing, in no event will the Master Servicer’s approval of an assignment and assumption or further encumbrance be conditioned on the approval or absence of objection from the Special Servicer (or the Special Servicer interacting with the Subordinate Class Representative in connection with such Master Servicer approval) if (a) the transaction is permitted under the related Mortgage Loan Documents and (b) the conditions to the transaction
 
 
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that are set forth in the related Mortgage Loan Documents do not include the approval of the lender or the exercise of lender discretion (other than confirming the satisfaction of the other conditions to the transaction set forth in the related Mortgage Loan Documents that do not include any other approval or exercise of discretion).
 
(b)           In connection with any permitted assumption of any Serviced Mortgage Loan or Serviced Loan Combination or waiver of a “due-on-sale” or “due-on-encumbrance” clause thereunder, the Master Servicer (in the case of a Performing Serviced Mortgage Loan) or the Special Servicer (in the case of a Specially Serviced Mortgage Loan) shall prepare all documents necessary and appropriate for such purposes and shall coordinate with the related Borrower for the due execution and delivery of such documents.
 
(c)           The Master Servicer shall have the right to consent, without the approval of the Special Servicer (or the Special Servicer interacting with the Subordinate Class Representative in connection with such Master Servicer consent) to any transfers of an interest in the Borrower under a Performing Serviced Mortgage Loan, to the extent such transfer (i) is allowed under the terms of the related Mortgage Loan Documents without the exercise of any lender approval or discretion other than confirming the satisfaction of the other conditions to the transfer set forth in the related Mortgage Loan Documents that do not include any other approval or exercise of discretion, including a consent to transfer to any subsidiary or affiliate of such Borrower or to a person acquiring less than a majority interest in such Borrower and (ii) is with respect to a Mortgage Loan as to which a Rating Agency Confirmation is not required under Section 3.08(a)(B) or (C) above; provided, that, subject to the terms of the related Mortgage Loan Documents and applicable law, if (i) the affected Serviced Mortgage Loan is or relates to a Mortgage Loan that, together with all other Mortgage Loans, if any, that are in the same Cross-Collateralized Group as such Mortgage Loan or have the same Borrower as such Mortgage Loan or have Borrowers that are known to be affiliated with the Borrower under such Mortgage Loan, is one of the then current top ten Mortgage Loans (by Stated Principal Balance) in the Mortgage Pool, has a Cut-off Date Principal Balance in excess of $20,000,000, or has a Stated Principal Balance that equals or exceeds 5% of the then aggregate Stated Principal Balance of the Mortgage Pool, or a Serviced Loan Combination is involved and the Other Pooling and Servicing Agreement would require Rating Agency Confirmation if such Serviced Loan Combination was serviced thereunder, and (ii) the transfer is of an interest in the Borrower greater than 49% or otherwise would result in a change in control of the Borrower (for these purposes, “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), then the Master Servicer shall not consent to such transfer unless and until such transfer is the subject of a Rating Agency Confirmation (subject to Section 3.27) (the costs of which are to be payable by the related Borrower to the extent provided for in the related Mortgage Loan Documents, which provisions shall not be waived by the Master Servicer, and, if not paid, such costs shall be paid by and reimbursed to the Master Servicer as an Additional Trust Fund Expense).  The Master Servicer shall be entitled to collect and receive from Borrowers any customary fees in connection with such transfers of interest as Additional Master Servicing Compensation.
 
 
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Section 3.09     Realization Upon Defaulted Serviced Mortgage Loans.
 
(a)           The Special Servicer shall, subject to Sections 3.09(b), 3.09(c), 3.09(d), Section 3.24, Section 3.26 and/or Section 3.28, as applicable, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of the real property and other collateral securing any Serviced Mortgage Loan or Serviced Loan Combination that comes into and continues in default and as to which no satisfactory arrangements can be made for collection of delinquent payments, including pursuant to Section 3.20.  In connection with the foregoing, in the event of a default under any Serviced Mortgage Loan, Serviced Loan Combination or Cross-Collateralized Group that is secured by real properties located in multiple states, and such states include California or another state with a statute, rule or regulation comparable to California’s “one action rule”, then the Special Servicer shall consult Independent counsel regarding the order and manner in which the Special Servicer should foreclose upon or comparably proceed against such properties.  The Special Servicer may direct the Master Servicer to advance, as contemplated by Section 3.19(b), all costs and expenses (including attorneys’ fees and litigation costs and expenses) to be incurred on behalf of the Trust in any such proceedings or such consultation, subject to the Master Servicer being entitled to reimbursement for any such advance as a Servicing Advance as provided in Section 3.05(a), and further subject to the Special Servicer’s being entitled to pay out of the related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds any Liquidation Expenses incurred in respect of any Serviced Mortgage Loan or Serviced Loan Combination, which Liquidation Expenses were outstanding at the time such proceeds are received.  Nothing contained in this Section 3.09 shall be construed so as to require the Special Servicer, on behalf of the Trust, to make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the Special Servicer taking into account the factors described in Section 3.18 and the results of any appraisal obtained pursuant to the following sentence or otherwise, all such cash bids to be made in a manner consistent with the Servicing Standard.  If and when the Master Servicer or the Special Servicer deems it necessary in accordance with the Servicing Standard for purposes of establishing the fair market value of any Mortgaged Property securing a defaulted Serviced Mortgage Loan or Serviced Loan Combination, whether for purposes of bidding at foreclosure or otherwise, the Master Servicer or the Special Servicer (as the case may be) is authorized to have an Appraisal completed with respect to such property (the cost of which appraisal shall be covered by, and be reimbursable as, a Servicing Advance).
 
The Master Servicer shall not foreclose upon or otherwise comparably convert, including by taking title thereto, any real property or other collateral securing a Defaulted Mortgage Loan or Serviced Loan Combination.
 
(b)           Notwithstanding the foregoing provisions of this Section 3.09, no Mortgaged Property shall be acquired by the Special Servicer on behalf of the Trust (and, in the case of a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s)) under such circumstances, in such manner or pursuant to such terms as would (i) cause such Mortgaged Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (unless the portion of such REO Property that is not treated as “foreclosure property” and that is held by any REMIC Pool at any given time constitutes not more than a de minimis amount of the assets of such REMIC Pool within the meaning of
 
 
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Treasury Regulations Section 1.860D-1(b)(3)(i) and (ii)), or (ii) except as permitted by Section 3.17(a), subject the Trust to the imposition of any federal income or prohibited transaction taxes under the Code.  Subject to the foregoing, however, a Mortgaged Property may be acquired through a single member limited liability company.  In addition, except as permitted under Section 3.17(a), the Special Servicer shall not acquire any personal property on behalf of the Trust (and, in the case of a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s) pursuant to this Section 3.09 unless either:
 
(i)            such personal property is incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or
 
(ii)           the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be covered by, and reimbursable as, a Servicing Advance) to the effect that the holding of such personal property as part of the Trust Fund will not result in an Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to the Grantor Trust Pool.
 
(c)           Notwithstanding the foregoing provisions of this Section 3.09, the Special Servicer shall not, on behalf of the Trust (and, in the case of a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s)), have a receiver of rents appointed with respect to a Mortgaged Property, or obtain title to a Mortgaged Property by foreclosure, deed in lieu of foreclosure or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders, could, in the reasonable judgment of the Special Servicer, exercised in accordance with the Servicing Standard, be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law, unless:
 
(i)            the Special Servicer has previously determined in accordance with the Servicing Standard, based on a Phase I Environmental Assessment (and any additional environmental testing that the Special Servicer deems necessary and prudent) of such Mortgaged Property conducted by an Independent Person who regularly conducts Phase I Environmental Assessments and performed during the nine-month period preceding any such acquisition of title or other action, that such Mortgaged Property is in compliance with applicable environmental laws and regulations and there are no circumstances or conditions present at the Mortgaged Property relating to the use, management or disposal of Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable environmental laws and regulations; or
 
(ii)           if the determination described in clause (c)(i) above cannot be made, the Special Servicer has previously determined in accordance with the Servicing Standard, on the same basis as described in clause (c)(i) above, and taking into account the coverage provided under the related Environmental Insurance Policy, that it would maximize the recovery to the Certificateholders and, in the case of a Mortgaged Property securing a Serviced Loan Combination, to the related Serviced Pari Passu Companion Loan Holder(s) (as a collective whole) on a present value basis (the relevant discounting of
 
 
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anticipated collections that will be distributable to Certificateholders and, in the case of a Mortgaged Property securing a Serviced Loan Combination, to the related Serviced Pari Passu Companion Loan Holder(s), to be performed at the related Net Mortgage Rate (or (x) in the case of an ARD Mortgage Loan after its Anticipated Repayment Date, at the related Net Mortgage Rate immediately prior to the Anticipated Repayment Date, or (y) in the case of a Serviced Loan Combination, at the weighted average of the Net Mortgage Rates for the related notes)), to be performed at the related Net Mortgage Rate) to acquire title to or possession of the Mortgaged Property and to take such remedial, corrective and/or other further actions as are necessary to bring the Mortgaged Property into compliance with applicable environmental laws and regulations and to appropriately address any of the circumstances and conditions referred to in clause (c)(i) above.
 
Any such determination by the Special Servicer contemplated by clause (i) or clause (ii) of the preceding paragraph shall be evidenced by an Officer’s Certificate to such effect delivered to the Trustee, the Master Servicer, the Subordinate Class Representative and the Majority Subordinate Certificateholder (and, in the case of a Mortgaged Property securing a Serviced Loan Combination, to the related Serviced Pari Passu Companion Loan Holder(s)), specifying all of the bases for such determination, such Officer’s Certificate to be accompanied by all related environmental reports.
 
The cost of such Phase I Environmental Assessment and any such additional environmental testing, as well as the cost of any remedial, corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding paragraph, shall be paid out of the Collection Account (subject to, if it relates to one or more Mortgage Loans in a Serviced Loan Combination, the proviso at the end of the first paragraph (that is, the initial paragraph that includes the enumerated clauses (i) through (xxii) of subsection (I) of Section 3.05(a)).
 
(d)           If neither of the conditions set forth in clauses (i) and (ii) of the first paragraph of Section 3.09(c) has been satisfied with respect to any Mortgaged Property securing a defaulted Serviced Mortgage Loan (or, if applicable, a Serviced Loan Combination), the Special Servicer shall take such action as is in accordance with the Servicing Standard (other than proceeding against the Mortgaged Property) and, at such time as it deems appropriate, may, on behalf of the Trust and, if applicable, the related Serviced Pari Passu Companion Loan Holder(s), release all or a portion of such Mortgaged Property from the lien of the related Mortgage; provided that both (i) if such Serviced Mortgage Loan has a then outstanding principal balance greater than $1 million, then prior to the release of all or a portion of the related Mortgaged Property from the lien of the related Mortgage, the Special Servicer shall have notified the Rating Agencies (subject to Section 3.27), the Subordinate Class Representative, the Majority Subordinate Certificateholder, the Trustee, the Certificate Administrator and the Master Servicer, in writing of its intention to so release all or a portion of such Mortgaged Property and the basis for the determination that such intention, in the Special Servicer’s good faith judgment, was consistent with the Servicing Standard and (ii) if the Serviced Loan Combination is involved, the holders of the related Serviced Pari Passu Companion Loan or their representatives shall have the rights, if any, in respect thereof that are enumerated in the related Intercreditor Agreement.
 
 
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(e)           The Special Servicer shall report to the Trustee, the Master Servicer, the Majority Subordinate Certificateholder, the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period), the Subordinate Class Representative (during any Subordinate Control Period and any Collective Consultation Period), and, in case of a Mortgaged Property securing a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s), monthly in writing as to any actions taken by the Special Servicer with respect to any Mortgaged Property as to which neither of the conditions set forth in clauses (i) and (ii) of the first paragraph of Section 3.09(c) has been satisfied, in each case until the earliest to occur of satisfaction of either of such conditions, release of the lien of the related Mortgage on such Mortgaged Property and the related Mortgage Loan’s (or in the case of a Serviced Loan Combination, each of the related Mortgage Loan and Serviced Pari Passu Companion Loan) becoming a Corrected Mortgage Loan.
 
(f)           The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, with respect to any Specially Serviced Mortgage Loan, the advisability of seeking to obtain a deficiency judgment if the state in which the related Mortgaged Property is located and the terms of the subject Mortgage Loan permit such an action and shall, in accordance with the Servicing Standard, seek such deficiency judgment if it deems advisable.  The Master Servicer, at the direction of the Special Servicer, shall make a Servicing Advance for the costs incurred in pursuing any such deficiency action, provided that the Master Servicer shall not be obligated in connection therewith to advance any funds, which if so advanced would constitute a Nonrecoverable Advance.
 
(g)           Annually in each January, the Master Servicer shall, with the reasonable cooperation of the Special Servicer, prepare and file with the IRS on a timely basis the information returns with respect to the reports of foreclosures and abandonments and reports relating to any cancellation of indebtedness income with respect to any Serviced Mortgage Loan, or Mortgaged Property securing a Serviced Mortgage Loan and any Serviced Loan Combination, required by Sections 6050H (as applicable), 6050J and 6050P of the Code.  Contemporaneously therewith, the Master Servicer shall deliver a copy of such information returns to the Special Servicer and the Trustee.
 
(h)           As soon as the Special Servicer makes a Final Recovery Determination (during any Subordinate Control Period and any Collective Consultation Period, such determination to be made in consultation with the Subordinate Class Representative and the related calculations to be subject to the approval of such Subordinate Class Representative) with respect to any Mortgage Loan, Serviced Loan Combination or REO Property, it shall promptly notify the Certificate Administrator, the Trustee, the Rating Agencies (subject to Section 3.27), the Master Servicer (unless it is the one making the determination), the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and the Subordinate Class Representative (during any Subordinate Control Period and any Collective Consultation Period).  The Special Servicer shall maintain accurate records, prepared by a Servicing Officer, of each such Final Recovery Determination (if any) made by it and the basis thereof.  Each such Final Recovery Determination (if any) shall be evidenced by an Officer’s Certificate delivered to the Certificate Administrator, the Trustee, the Master Servicer (unless it is the one making the determination), the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and the Subordinate Class Representative (during any Subordinate Control
 
 
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Period and any Collective Consultation Period) no later than ten (10) Business Days following such Final Recovery Determination.
 
(i)           Notwithstanding anything the contrary, to the extent that the Special Servicer acquires a Mortgaged Property that is a hospitality property on behalf of the Trust and such hospitality property has a franchise or licensing agreement that requires a successor or replacement franchisee or licensee to have a specified net worth, the Special Servicer shall, to the extent consistent with the Servicing Standard, take all actions reasonably necessary to permit the Mortgaged Property to maintain its franchise or license with the same franchisor or licensor in place prior to such foreclosure.
 
Section 3.10     Trustee to Cooperate; Release of Mortgage Files.
 
(a)           Upon the payment in full of any Serviced Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full shall be escrowed or made in a manner customary for such purposes, the Master Servicer shall promptly so notify the Trustee and the Custodian and, in the case of the Serviced Pari Passu Companion Loan, the Master Servicer shall promptly so notify the related Serviced Pari Passu Companion Loan Holder, and request delivery to it or its designee of the related Mortgage File and request delivery to it or its designee of the related Mortgage Note, as applicable (such notice and request to be effected by delivering to the Custodian a Request for Release in the form of Exhibit F-1 attached hereto, which Request for Release shall be accompanied by the form of any release or discharge to be executed by the Custodian and, in the case of a Serviced Pari Passu Companion Loan, the related Serviced Pari Passu Companion Loan Holder, and 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 and/or in the case of the Serviced Pari Passu Companion Loan, in the Serviced Pari Passu Companion Loan Custodial Account, as applicable, pursuant to Section 3.04 have been or will be so deposited).  Upon receipt of such Request for Release, the Custodian shall promptly release the related Mortgage File to the Master Servicer or its designee and shall deliver to the Master Servicer or its designee such accompanying release or discharge, duly executed.  No expenses incurred in connection with preparing or recording any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account or the Distribution Account.
 
(b)           If from time to time, and as appropriate for servicing or foreclosure of any Serviced Mortgage Loan, the Master Servicer or the Special Servicer shall otherwise require any Mortgage File (or any portion thereof) or, in the case of the Serviced Pari Passu Companion Loan, the related Mortgage Note, then, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit F-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit F-2 attached hereto, the Custodian shall release such Mortgage File (or portion thereof) or such Mortgage Note to the Master Servicer or the Special Servicer, as the case may be, or its designee.  Upon return of such Mortgage File (or portion thereof) to the Person from whom it was obtained as described above, or upon the Special Servicer’s delivery to such Person of an Officer’s Certificate stating that (i) such Mortgage Loan was liquidated and all amounts received or to be received in connection with such liquidation that are required to be deposited into the Collection Account and/or the Serviced
 
 
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Pari Passu Companion Loan Custodial Account (if any) pursuant to Section 3.04 have been or will be so deposited or (ii) such Mortgage Loan has become an REO Mortgage Loan, a copy of the Request for Release shall be returned to the Master Servicer or the Special Servicer, as applicable, by the Person to whom it was delivered as described above.
 
(c)           Within five (5) Business Days of the Special Servicer’s written request therefor (or, in case of an exigency, within such shorter period as is reasonable under the circumstances), the Trustee and, in the case of a Serviced Loan Combination, the Serviced Pari Passu Companion Loan Holder shall execute and deliver to the Special Servicer, in the form supplied to the Trustee or the related Serviced Pari Passu Companion Loan Holder(s), as applicable, by the Special Servicer, any court pleadings, requests for trustee’s sale or other documents reasonably necessary, with respect to any Mortgage Loan, to the foreclosure or trustee’s sale in respect of the related Mortgaged Property or to any legal action brought to obtain judgment against the related Borrower on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity or to defend any legal action or counterclaim filed against the Trust, the Master Servicer, the Special Servicer or any related Serviced Pari Passu Companion Loan Holder(s); provided that the Trustee and each such Serviced Pari Passu Companion Loan Holder may alternatively execute and deliver to the Special Servicer, in the form supplied to the Trustee and such Serviced Pari Passu Companion Loan Holder, as applicable by the Special Servicer, a limited power of attorney issued in favor of the Special Servicer, subject to Section 3.01(b), and empowering the Special Servicer to execute and deliver any or all of such pleadings or documents on behalf of the Trustee and the Serviced Pari Passu Companion Loan Holder (however, neither the Trustee nor any such Serviced Pari Passu Companion Loan Holder shall be liable for any misuse of such power of attorney by the Special Servicer).  Together with such pleadings or documents (or such power of attorney), the Special Servicer shall deliver to the Trustee or such Serviced Pari Passu Companion Loan Holder an Officer’s Certificate requesting that such pleadings or documents (or such power of attorney) be executed by the Trustee or such Serviced Pari Passu Companion Loan Holder and certifying as to the reason such pleadings or documents are required and that the execution and delivery thereof by the Trustee or such Serviced Pari Passu Companion Loan Holder (or by the Special Servicer on behalf of such Person) will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.  Within five (5) Business Days following receipt, the Trustee shall forward any documents it receives related to the servicing of the Mortgage Loans (including but not limited to any court pleadings and other documents related to legal action involving any Borrower or Mortgaged Property) to the Special Servicer.  Upon delivery of such documents, the Trustee shall not be liable for any loss, claim or expense related to any failure by the Special Servicer to process such documentation in a timely fashion.  Any document delivered to the Special Servicer shall be deemed to have been duly delivered when delivered via overnight carrier to the address of such party as set forth in Section 12.05.
 
(d)           If from time to time, pursuant to the terms of an Intercreditor Agreement and the related Non-Trust Servicing Agreement related to a Non-Trust-Serviced Pooled Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Non-Trust-Serviced Pooled Mortgage Loan, the related Non-Trust Master Servicer, the related Non-Trust Special Servicer or other similar party requests delivery to it of the original
 
 
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Mortgage Note for such Non-Trust-Serviced Pooled Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit F-1 attached hereto to the Custodian and the Custodian shall release or cause the release of such original Mortgage Note to the requesting party or its designee.  In connection with the release of the original Mortgage Note for a Non-Trust-Serviced Pooled Mortgage Loan in accordance with the preceding sentence, the Custodian shall obtain such documentation as is appropriate to evidence the holding by the related Non-Trust Master Servicer, the related Non-Trust Special Servicer or such other similar party, as the case may be, of such original Mortgage Note as custodian on behalf of and for the benefit of the Trustee.
 
Section 3.11     Master Servicing and Special Servicing Compensation; Interest on and Reimbursement of Servicing Advances; Payment of Certain Expenses; Obligations of the Trustee Regarding Back-up Servicing Advances.
 
(a)           As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Master Servicing Fee with respect to each Mortgage Loan and Serviced Pari Passu Companion Loan (including each Specially Serviced Mortgage Loan), and each successor REO Mortgage Loan thereto (in the case of a Serviced Loan Combination, including (in each case) both the interest therein represented by the related Mortgage Loan and the interest therein represented by the related Serviced Pari Passu Companion Loan).  As to each such Mortgage Loan, Serviced Pari Passu Companion Loan and REO Mortgage Loan, for each calendar month (commencing with December 2012) or any applicable portion thereof, the Master Servicing Fee shall accrue at the related Master Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan, Serviced Pari Passu Companion Loan or such REO Mortgage Loan, as the case may be, and shall be calculated on the same Interest Accrual Basis as is applicable such Mortgage Loan, Serviced Pari Passu Companion Loan or REO Mortgage Loan, as the case may be, and for the same number of days respecting which any related interest payment due on such Mortgage Loan, Serviced Pari Passu Companion Loan or deemed to be due on such REO Mortgage Loan is computed under the terms of the related Mortgage Note (as such terms may be changed or modified at any time following the Closing Date) and applicable law.  To the extent attributable to a Mortgage Loan, the Master Servicing Fee with respect to any Mortgage Loan or any REO Mortgage Loan shall cease to accrue (but not as to any Replacement Mortgage Loan with respect thereto) if a Liquidation Event occurs in respect of such Mortgage Loan.  Furthermore, to the extent attributable to any Serviced Pari Passu Companion Loan or any REO Mortgage Loan with respect thereto, the Master Servicing Fee shall cease to accrue if a Liquidation Event occurs in respect of the related Mortgage Loan.  Master Servicing Fees earned with respect to any Mortgage Loan, Serviced Pari Passu Companion Loan or any REO Mortgage Loan shall be payable monthly from payments of interest on such Mortgage Loan, Serviced Pari Passu Companion Loan or REO Revenues allocable as interest on such REO Mortgage Loan, as the case may be.  The Master Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of any Mortgage Loan or any REO Mortgage Loan out of the portion any related Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds allocable as interest on such Mortgage Loan or REO Mortgage Loan, as the case may be and, to the extent such amounts are not sufficient to pay accrued Master Servicing Fees on any Mortgage Loan and a Liquidation Event has occurred with respect to such Mortgage Loan, from general collections on the Mortgage Loans on deposit in the Collection Account.  Master Servicing Fees earned with respect to a Serviced Pari Passu Companion Loan (or any successor REO Mortgage Loan with
 
 
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respect thereto) shall be payable out of the related Serviced Pari Passu Companion Loan Custodial Account as provided in Section 3.05(f).
 
WFB 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 and foreign securities laws and is otherwise made in accordance with the Securities Act and such state and foreign securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit F-3A hereto, and (iii) the prospective transferee shall have delivered to WFB and the Depositor a certificate substantially in the form attached as Exhibit F-3B hereto.  None of the Depositor, the Trustee or the Certificate Registrar is obligated 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. WFB 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 WFB hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Certificate Administrator, the Trustee, the Custodian, the Master Servicer, the Trust Advisor, the Certificate Registrar 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, state and foreign securities laws or is not made in accordance with such federal, state and foreign 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 Person then acting as the Master Servicer shall pay, out of each amount paid to such Master Servicer as Master Servicing Fees with respect to each subject Mortgage Loan, Serviced Pari Passu Companion Loan or REO Mortgage Loan, as the case may be, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Master Servicing Fees to the Master Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Master Servicer.  The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph.  None of the Certificate Administrator, the Certificate Registrar, the Depositor, the Special Servicer, the Trustee, the Trust Advisor, the Custodian or the Tax Administrator shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.
 
The Master Servicer’s right to receive the Master Servicing Fees to which it is entitled may not be transferred in whole or in part except in connection with the transfer of all of
 
 
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the Master Servicer’s responsibilities and obligations under this Agreement and except as otherwise expressly provided herein, including as contemplated by the prior paragraph.
 
(b)           The Master Servicer shall be entitled to receive the following items as additional servicing compensation (the following items, collectively, “Additional Master Servicing Compensation”):
 
(i)            100% of defeasance fees actually collected during the related Collection Period;
 
(ii)           (x) 50% of Modification Fees actually collected during the related Collection Period with respect to Performing Serviced Mortgage Loans and the Performing Serviced Pari Passu Companion Loan 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 Modification Fees actually collected during the related Collection Period with respect to Performing Serviced Mortgage Loans and the Performing Serviced Pari Passu Companion Loan and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement;
 
(iii)          100% of Assumption Fees collected during the related Collection Period with respect to Performing Serviced Mortgage Loans and the Performing Serviced Pari Passu Companion Loan in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement, and 50% of Assumption Fees collected during the related Collection Period with respect to Performing Serviced Mortgage Loans and the Performing Serviced Pari Passu Companion Loan 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;
 
(iv)          100% of Assumption Application Fees collected during the related Collection Period with respect to Performing Serviced Mortgage Loans and the Performing Serviced Pari Passu Companion Loan;
 
(v)           100% of consent fees on Performing Serviced Mortgage Loans and the Performing Serviced Pari Passu Companion Loan in connection with a consent that involves no modification, waiver or amendment of the terms of any Performing Serviced Mortgage Loan and the Performing Serviced Pari Passu Companion Loan and is paid in connection with a consent the Master Servicer is permitted to grant 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 Performing Serviced Mortgage Loans and the Performing Serviced Pari Passu Companion Loan in connection with a consent that involves no modification, waiver or amendment of the terms of any
 
 
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Performing Serviced Mortgage Loan and the Performing Serviced Pari Passu Companion Loan and is paid in connection with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement;
 
(vi)          any and all amounts collected for checks returned for insufficient funds on all Serviced Mortgage Loans and the Serviced Pari Passu Companion Loan;
 
(vii)         100% of charges for beneficiary statements or demands actually paid by the Borrowers under the Performing Serviced Mortgage Loans and the Performing Serviced Pari Passu Companion Loan;
 
(viii)        (a) 100% of other loan processing fees actually paid by the Borrowers under the Performing Serviced Mortgage Loans and the Performing Serviced Pari Passu Companion Loan to the extent that 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 Borrowers under the Performing Serviced Mortgage Loans and the Performing Serviced Pari Passu Companion Loan to the extent that the consent of the Special Servicer is required in connection with the associated action;
 
(ix)          any Prepayment Interest Excesses arising from any principal prepayments on the Mortgage Loans;
 
(x)           interest or other income earned on deposits in the Investment Accounts maintained by the Master Servicer, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to any such Investment Account for each Collection Period and, further, in the case of a Servicing Account or Reserve Account, only to the extent such interest or other income is not required to be paid to any Borrower under applicable law or under the related Mortgage Loan); and
 
(xi)          a portion of Net Default Charges as set forth in Section 3.25.
 
To the extent that any of the amounts described in clauses (i) through (ix) in the preceding paragraph are collected by the Special Servicer, the Special Servicer shall promptly pay such amounts to the Master Servicer.
 
(c)           As compensation for its activities hereunder, the Special Servicer shall be entitled to receive monthly the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan, and each successor REO Mortgage Loan thereto that relates to an Administered REO Property.  As to each such Specially Serviced Mortgage Loan and REO Mortgage Loan, for any particular calendar month or applicable portion thereof, the Special Servicing Fee shall accrue at the Special Servicing Fee Rate on the Stated Principal Balance of such Specially Serviced Mortgage Loan or related REO Mortgage Loan, as the case may be, and shall be calculated on the same Interest Accrual Basis as is applicable for such Specially Serviced Mortgage Loan or REO Mortgage Loan, as the case may be, and for the same number of days respecting which any related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Mortgage Loan is computed under the terms of the related Mortgage Note (as such terms may be changed or modified at any time following the Closing
 
 
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Date) and applicable law.  To the extent attributable to a Mortgage Loan, the Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or any successor REO Mortgage Loan thereto shall cease to accrue as of the date a Liquidation Event occurs in respect of such Mortgage Loan or, in the case of such a Specially Serviced Mortgage Loan, as of the date that such Mortgage Loan becomes a Corrected Mortgage Loan.  To the extent attributable to a Serviced Pari Passu Companion Loan, the Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or any successor REO Mortgage Loan thereto shall cease to accrue as of the date a Liquidation Event occurs in respect of the related Mortgage Loan or REO Property included in the same Serviced Loan Combination or, in the case of such a Specially Serviced Mortgage Loan, as of the date the related Mortgage Loan becomes a Corrected Mortgage Loan.  Earned but unpaid Special Servicing Fees with respect to Mortgage Loans that are Specially Serviced Mortgage Loans and REO Mortgage Loans shall be payable (pursuant to Section 3.05(a)) monthly first out of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation Proceeds, if any, and then out of general collections on the Mortgage Loans and any REO Properties on deposit in the Collection Account and earned but unpaid Special Servicing Fees with respect to a Serviced Loan Combination or any successor REO Mortgage Loan with respect thereto shall be payable in accordance with the related Intercreditor Agreement and first, out of the proceeds of such Serviced Loan Combination on deposit in the Collection Account and/or the related Serviced Pari Passu Companion Loan Custodial Account (as applicable) and then out of general collections in the Collection Account (following which, the Special Servicer shall use efforts in accordance with the Servicing Standard to exercise promptly the rights of the Trust Fund under the related Intercreditor Agreement to obtain reimbursement from the related Serviced Pari Passu Companion Loan Holder (or if the Serviced Pari Passu Companion Loan is held by an Other Securitization, from such Other Securitization) of such Serviced Pari Passu Companion Loan’s allocable share of such Special Servicing Fees to the extent so paid from general collections in the Collection Account).
 
As further compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Workout Fee with respect to each Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan that is a Corrected Mortgage Loan, unless the basis on which the related Serviced Mortgage Loan became a Corrected Mortgage Loan was the remediation of a circumstance or condition relating to the related Responsible Repurchase Party’s obligation to repurchase the related Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, as applicable, in which case, if such Mortgage Loan is repurchased within the Initial Resolution Period (and, if applicable any Resolution Extension Period as is permitted under Section 2.03) no Workout Fee will be payable from or based upon the receipt of, any Purchase Price paid by the related Responsible Repurchase in satisfaction of such repurchase obligation.  As to each such Corrected Mortgage Loan, the Workout Fee shall be payable out of, and shall be calculated by application of the Workout Fee Rate to, each payment of interest (other than Default Interest and Post-ARD Additional Interest) and principal received from the related Borrower on such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan, except that any Workout Fees earned with respect to any Serviced Loan Combination or any successor REO Mortgage Loan with respect thereto and attributable to the related Serviced Pari Passu Companion Loan shall be payable in accordance with the related Intercreditor Agreement and solely out of the proceeds of such Serviced Pari Passu Companion Loan; provided, that any Workout Fees earned with respect to a Serviced Pari Passu Companion Loan or any successor REO Mortgage Loan with respect thereto will be payable out of any
 
 
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proceeds on or with respect to such Serviced Pari Passu Companion Loan and/or the related Serviced Pari Passu Companion Loan Holder’s share of proceeds on such related REO Property prior to any proceeds on or with respect to the Mortgage Loan and/or the Trust Fund’s share of proceeds on such related REO Property as otherwise described above.  In addition, the determination and payment of the Workout Fee with respect to any Corrected Mortgage Loan for which the amount of related Offsetting Modification Fees is greater than zero shall be adjusted in the following manner:  (i) the Workout Fee Rate shall be multiplied by the aggregate amount of all the scheduled payments of principal and interest scheduled to become due under the terms of such Corrected Mortgage Loan during the period from the date when such Mortgage Loan (or Serviced Loan Combination) becomes a Corrected Mortgage Loan to and including the maturity date of such Corrected Mortgage Loan, without discounting for present value (the resulting product, the “Workout Fee Projected Amount”); and (ii) either (a) if the amount of the Offsetting Modification Fees for such Corrected Mortgage Loan is greater than or equal to the Workout Fee Projected Amount for such Corrected Mortgage Loan, the Special Servicer shall not be entitled to any payments in respect of the Workout Fee with respect to such Corrected Mortgage Loan, or (b) if the amount of Offsetting Modification Fees for such Corrected Mortgage Loan is less than the Workout Fee Projected Amount, the Special Servicer shall be entitled to payments of the Workout Fee with respect to such Corrected Mortgage Loan, on the terms and conditions otherwise set forth in this Agreement without regard to this sentence, until the cumulative amount of such payments is equal to the excess of the Workout Fee Projected Amount over the Offsetting Modification Fees, after which date the Special Servicer shall not be entitled to any further payments in respect of the Workout Fee for such Corrected Mortgage Loan.  The Workout Fee with respect to any Corrected Mortgage Loan shall cease to be payable if such Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan or if the related Mortgaged Property becomes an REO Property; provided that a new Workout Fee would become payable if and when such Serviced Mortgage Loan again became a Corrected Mortgage Loan after having again become a Specially Serviced Mortgage Loan.  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 any and all Workout Fees payable in respect of (i) any Serviced Mortgage Loans or Serviced Pari Passu Companion Loan serviced by the Special Servicer that became Corrected Mortgage Loans during the period that it acted as Special Servicer and that were still Corrected Mortgage Loans at the time of such termination or resignation and (ii) unless the Special Servicer was terminated for cause (in which case only clause (i) above shall apply), any Serviced Mortgage Loans or Serviced Pari Passu Companion Loan that constitute Specially Serviced Mortgage Loans for which the Special Servicer has resolved the circumstances and/or conditions causing any such Mortgage Loan or Serviced Pari Passu Companion Loan to be a Specially Serviced Mortgage Loan such that the Mortgage Loan or Serviced Pari Passu Companion Loan would be deemed a Corrected Mortgage Loan but for the Borrower having not yet made, as of the date of such termination or resignation, three timely Monthly 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.
 
As further compensation for its activities hereunder, the Special Servicer shall also be entitled to receive a Liquidation Fee with respect to each Specially Serviced Mortgage Loan (in the case of a Serviced Loan Combination, including both the interest therein represented by the related Mortgage Loan and the interest therein represented by the related
 
 
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Serviced Pari Passu Companion Loan) as to which any full, partial or discounted payoff is received from the related Borrower and with respect to each Specially Serviced Mortgage Loan or Administered REO Property (in the case of a Serviced Loan Combination, including in each case both the interest therein represented by the related Mortgage Loan and the interest therein represented by the related Serviced Pari Passu Companion Loan) as to which the Special Servicer receives any Condemnation Proceeds, Insurance Proceeds or Liquidation Proceeds and (without duplication) each Serviced Mortgage Loan as to which the Special Servicer otherwise receives any Liquidation Proceeds (in each case, other than in connection with (A) the purchase or other acquisition of any Serviced Mortgage Loan or REO Mortgage Loan by any Subordinate Class Certificateholder(s), the Sole Certificateholder(s), the Master Servicer or the Special Servicer pursuant to Section 9.01, (B) (i) the repurchase or replacement of any Serviced Mortgage Loan by a Responsible Repurchase Party pursuant to the related Mortgage Loan Purchase Agreement as a result of a Material Breach or Material Document Defect, if the repurchase or replacement occurs prior to the end of the period, as the same may be extended, in which such Responsible Repurchase Party must cure, repurchase or substitute for such Serviced Mortgage Loan or (ii) the repurchase or replacement of any Serviced Pari Passu Companion Loan by a responsible repurchase party pursuant to the related mortgage loan purchase agreement as a result of a material breach or material document defect thereunder, if the repurchase or replacement occurs prior to the end of the period, as the same may be extended, in which such responsible repurchase party must cure, repurchase or substitute for such Serviced Pari Passu Companion Loan, (C) in the case of a Mortgage Loan included in a Serviced Loan Combination or any related Administered REO Property, the purchase or other acquisition of any such Specially Serviced Mortgage Loan or Administered REO Property by any related Serviced Pari Passu Companion Loan Holder(s) pursuant to or as contemplated by Section 3.26 (provided that a Liquidation Fee shall be payable in connection with such a purchase by a Serviced Pari Passu Companion Loan Holder relating to a Serviced Loan Combination pursuant to the defaulted loan purchase option granted to it under the related Intercreditor Agreement if the purchase occurs more than ninety (90) days after the later of (x) the date when the related Mortgage Loan becomes a Specially Serviced Mortgage Loan and (y) the date when such Serviced Pari Passu Companion Loan Holder receives the initial written notice from the Special Servicer that such transfer to special servicing has occurred) or (D) the purchase of any such Specially Serviced Mortgage Loan or Administered REO Property by any other creditor of the related Borrower or any of its Affiliates or other equity holders pursuant to a right under the related Mortgage Loan Documents (including, without limitation, the purchase of any such Specially Serviced Mortgage Loan or Administered REO Property by a mezzanine lender of the related Borrower or any of its Affiliates pursuant to the related mezzanine intercreditor or other similar agreement) (provided that such right is exercised within ninety (90) days after such creditor’s purchase option first becomes exercisable and in the manner required under such Mortgage Loan Documents or, with respect to any purchase by a mezzanine lender pursuant to the related mezzanine intercreditor agreement, if the purchase occurs within ninety (90) days after the later of (x) the date when the related Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan and (y) the date when such mezzanine lender receives the initial written notice from the Special Servicer that such transfer to special servicing has occurred)).  As to each such Specially Serviced Mortgage Loan or Administered REO Property for which the Special Servicer is entitled to a Liquidation Fee as set forth above, such Liquidation Fee shall be payable out of, and shall be calculated by application of the Liquidation Fee Rate to, any such full, partial
 
 
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or discounted payoff, Condemnation Proceeds, Insurance Proceeds and/or Liquidation Proceeds received or collected in respect thereof (other than any portion of such payment or proceeds that represents Default Charges or Post-ARD Additional Interest) provided, that any Liquidation Fees earned with respect to a Serviced Pari Passu Companion Loan in a Serviced Loan Combination shall be payable out of any collections on or with respect to such related Serviced Pari Passu Companion Loan and/or the related Serviced Pari Passu Companion Loan Holder’s share of collections on any related Administered REO Property prior to payment out of any collections otherwise described above).  The Liquidation Fee with respect to any such Specially Serviced Mortgage Loan shall not be payable if such Specially Serviced Mortgage Loan becomes a Corrected Mortgage Loan.  In addition, if a Liquidation Fee otherwise becomes payable with respect a Mortgage Loan, then such Liquidation Fee payable to the Special Servicer with respect to such Mortgage Loan in the aggregate shall be reduced by the amount of any Offsetting Modification Fees.
 
The Special Servicer’s right to receive any Special Servicing Fee, Workout Fee and/or Liquidation Fee to which it is entitled may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement and except as otherwise expressly provided herein, including as provided in the next sentence.  Notwithstanding anything herein to the contrary, the Special Servicer may enter into one or more arrangements with the Majority Subordinate Certificateholder and/or the Subordinate Class Representative, or any other Person(s) that may be entitled to remove or replace the Special Servicer, to provide for the payment by the Special Servicer to such party or parties of certain of the Special Servicer’s compensation hereunder, whether in consideration of the Special Servicer’s appointment or continuation of appointment as Special Servicer in connection with this Agreement or the related Intercreditor Agreement, limitations on such parties’ right to terminate or replace the Special Servicer in connection with this Agreement or the related Intercreditor Agreement or otherwise.  If the Special Servicer exercises the authority set forth in the preceding sentence, any and all obligations pursuant to any such agreement shall constitute obligations solely of the Special Servicer and not of any other party hereto.  If the Special Servicer enters into such an agreement and one or more other Person(s) thereafter becomes the applicable Majority Subordinate Certificateholders, the Subordinate Class Representative, or becomes entitled to remove or replace the Special Servicer, as applicable, such agreement shall not be binding on such other Person(s), nor may it limit the rights that otherwise inure to the benefit of such other Person(s) as the Majority Subordinate Certificateholder and/or the Subordinate Class Representative, as applicable, or as a party otherwise entitled to remove or replace the Special Servicer, in the absence of such other Persons(s)’ express written consent, which may be granted or withheld in their sole discretion.
 
(d)           The Special Servicer shall be entitled to receive the following items as additional special servicing compensation (the following items, collectively, the “Additional Special Servicing Compensation”):
 
(i)            100% of Modification Fees actually collected during the related Collection Period with respect to any Specially Serviced Mortgage Loans or REO Mortgage Loans;
 
(ii)           50% of Modification Fees collected during the related Collection Period with respect to Performing Serviced Mortgage Loans and the Performing Serviced Pari
 
 
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Passu Companion Loan in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement;
 
(iii)          100% of Assumption Fees collected during the related Collection Period with respect to Specially Serviced Mortgage Loans, and 50% of Assumption Fees collected during the related Collection Period with respect to Performing Serviced Mortgage Loans and the Performing Serviced Pari Passu Companion Loan 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;
 
(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, waiver or amendment of the terms of any Mortgage Loan, and 50% of consent fees on Performing Serviced Mortgage Loans and the Performing Serviced Pari Passu Companion Loan in connection with a consent that involves no modification, waiver or amendment of the terms of any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan and is paid in connection with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the other provisions of this Agreement;
 
(vi)         100% of charges for beneficiary statements or demands actually paid by the Borrowers under the Mortgage Loans that are Specially Serviced Mortgage Loans;
 
(vii)        (a) 50% of other loan processing fees actually paid by the Borrowers under the Serviced Mortgage Loans and Serviced Pari Passu Companion Loans that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is required in connection with the associated action, and (b) 100% of other loan processing fees actually paid by the Borrowers under Specially Serviced Mortgage Loans;
 
(viii)        interest or other income earned on deposits in any REO Account and the Loss of Value Reserve Account maintained by the Special Servicer, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such REO Account for each Collection Period); and
 
(ix)          a portion of Net Default Charges as set forth in Section 3.25.
 
To the extent that any of the amounts described in clauses (i) through (vii) of the preceding paragraph are collected by the Master Servicer, the Master Servicer shall promptly pay such amounts to the Special Servicer and shall not be required to deposit such amounts in the Collection Account or the Serviced Pari Passu Companion Loan Custodial Account pursuant to Section 3.04.
 
 
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(e)           The Master Servicer and the Special Servicer shall each be required (subject to Section 3.11(h) below) to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including payment of any amounts due and owing to any of Sub-Servicers retained by it (including any termination fees) and the premiums for any blanket policy or the standby fee or similar premium, if any, for any master force placed policy obtained by it insuring against hazard losses pursuant to Section 3.07(c)), if and to the extent such expenses are not payable directly out of the Collection Account, the Serviced Pari Passu Companion Loan Custodial Account, any Servicing Account, Reserve Account or REO Account, and neither the Master Servicer nor the Special Servicer shall be entitled to reimbursement for any such expense incurred by it except as expressly provided in this Agreement.  If the Master Servicer is required to make any Servicing Advance hereunder at the discretion of the Special Servicer in accordance with Section 3.19 or otherwise, the Special Servicer shall promptly provide the Master Servicer with such documentation regarding the subject Servicing Advance as the Master Servicer may reasonably request.
 
(f)            If the Master Servicer or, as contemplated by Section 3.19, the Special Servicer is required under this Agreement to make a Servicing Advance, but fails to do so within ten (10) days after such Advance is required to be made, the Trustee shall, if it has actual knowledge of such failure on the part of the Master Servicer or the Special Servicer, as the case may be, give notice of such failure to the defaulting party.  If such Advance is not made by the Master Servicer or the Special Servicer, as the case may be, within one Business Day after receipt of such a notice, then (subject to Section 3.11(h) below) the Trustee shall make such Advance.
 
(g)           The Master Servicer, the Special Servicer and the Trustee shall each be entitled to receive interest at the Reimbursement Rate in effect from time to time, accrued on the amount of each Servicing Advance made thereby (with its own funds), for so long as such Servicing Advance is outstanding (it being acknowledged that Advance Interest shall not accrue on Unliquidated Advances related to prior Servicing Advances).  Such interest with respect to any Servicing Advances shall be payable:  (i) first, in accordance with Sections 3.05 and 3.25, out of any Default Charges subsequently collected on or in respect of the particular Serviced Mortgage Loan, Serviced Loan Combination or Administered REO Property as to which such Servicing Advance relates; and (ii) then, after such Servicing Advance is reimbursed, but only if and to the extent that such Default Charges are insufficient to cover such Advance Interest, out of general collections on the Mortgage Loans and REO Properties on deposit in the Collection Account.  The Master Servicer shall (subject to the operation of Section 3.05(a)(II)) reimburse itself, the Special Servicer or the Trustee, as appropriate, for any Servicing Advance made by any such Person with respect to any Serviced Mortgage Loan or Administered REO Property as soon as practicable after funds available for such purpose are deposited in the Collection Account or the Serviced Pari Passu Companion Loan Custodial Account, as applicable.
 
(h)           Notwithstanding anything to the contrary set forth herein, none of the Master Servicer, the Special Servicer or the Trustee shall be required to make any Servicing Advance that would, if made, constitute a Nonrecoverable Servicing Advance.  The determination by any Person with an obligation hereunder to make Servicing Advances that it has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, shall be made by such Person in
 
 
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its reasonable, good faith judgment.  In making such recoverability determination, such Person will be entitled to consider (among other things) the obligations of the Borrower under the terms of the related Serviced Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the related Mortgaged Properties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate and consider (among other things) future expenses and to estimate and consider (among other things) the timing of recoveries.  In addition, any such Person may update or change its recoverability determinations at any time and may obtain any analysis, Appraisals or market value estimates or other information in the possession of the Special Servicer for such purposes.  Any determination by any Person with an obligation hereunder to make Servicing Advances that it has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, shall be evidenced by an Officer’s Certificate delivered promptly to the Depositor, the Certificate Administrator, the Trustee (unless it is the Person making such determination), the Special Servicer, the Majority Subordinate Certificateholder and the Subordinate Class Representative and, if the Serviced Loan Combination is involved, the Serviced Pari Passu Companion Loan Holder(s), setting forth the basis for such determination, accompanied by a copy of any Appraisal of the related Mortgaged Property or REO Property performed within the 12 months preceding such determination by a Qualified Appraiser, and, if such reports were used by the Master Servicer or the Trustee to determine that any Servicing Advance is or would be nonrecoverable, further accompanied by any other information, including engineers’ reports, environmental surveys or similar reports, that the Person making such determination may have obtained.  Notwithstanding the foregoing, absent bad faith, any such determination as to the recoverability of any Servicing Advance shall be conclusive and binding on the Certificateholders and, in all cases, the Trustee shall be entitled to conclusively rely on any determination of nonrecoverability that may have been made by the Master Servicer or Special Servicer or, if appropriate, any party under the related Non-Trust Servicing Agreement (in the case of a Non-Trust-Serviced Pooled Mortgage Loan), and the Master Servicer and the Special Servicer shall each be entitled to conclusively rely on any determination of nonrecoverability that may have been made by the other such party or, if appropriate, any party under the related Non-Trust Servicing Agreement (in the case of a Non-Trust-Serviced Pooled Mortgage Loan) with respect to a particular Servicing Advance for any Serviced Mortgage Loan, Serviced Loan Combination or Administered REO Property.  The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with any information in its possession regarding the Specially Serviced Mortgage Loans and Administered REO Properties as such party required to make Servicing Advances may reasonably request.  A copy of any such Officer’s Certificate (and accompanying information) of the Master Servicer shall also be delivered promptly to the Special Servicer, a copy of any such Officer’s Certificate (and accompanying information) of the Special Servicer shall also be promptly delivered to the Master Servicer for the subject Serviced Mortgage Loan, Serviced Loan Combination or Administered REO Property, and a copy of any such Officer’s Certificates (and accompanying information) of the Trustee shall also be promptly delivered to the Certificate Administrator, the Subordinate Class Representative, the Majority Subordinate Certificateholder, the Special Servicer, the Master Servicer and, if the Serviced Loan Combination is involved, the related Serviced Pari Passu Companion Loan Holder(s).  The Master Servicer and the Special Servicer shall consider Unliquidated Advances in respect of
 
 
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prior Servicing Advances as outstanding Advances for purposes of recoverability determinations as if such Unliquidated Advance were a Servicing Advance.
 
The Special Servicer shall also be entitled to make (but shall not be obligated to make or not make) a determination (subject to the same standards and procedures that apply in connection with a determination by the Master Servicer) to the effect that a prior Servicing Advance (or Unliquidated Advance in respect thereof) previously made hereunder by the Master Servicer or the Special Servicer (or, if applicable, the Trustee) constitutes a Nonrecoverable Servicing Advance or that any proposed Servicing Advance by the Master Servicer or the Special Servicer (or, if applicable, the Trustee), if made, would constitute a Nonrecoverable Servicing Advance, in which case such Servicing Advance shall constitute a Nonrecoverable Servicing Advance for all purposes of this Agreement.  The preceding statement shall not be construed to limit the provision set forth in Section 3.19(b) to the effect that any request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such Servicing Advance is not a Nonrecoverable Advance.
 
(i)           Notwithstanding anything to the contrary set forth herein, the Master Servicer may (and, at the direction of the Special Servicer if a Serviced Mortgage Loan or Serviced Loan Combination that is a Specially Serviced Mortgage Loan or an Administered REO Property is involved, shall) pay directly out of the Collection Account any servicing expense that, if paid by the Master Servicer or the Special Servicer, would constitute a Nonrecoverable Servicing Advance for the subject Serviced Mortgage Loan, Serviced Loan Combination or REO Property; provided that (A) it shall be a condition to such payment that the Master Servicer (or the Special Servicer, if a Specially Serviced Mortgage Loan or an Administered REO Property is involved) has determined in accordance with the Servicing Standard that making such payment is in the best interests of the Certificateholders and, if applicable, the Serviced Pari Passu Companion Loan Holders (as a collective whole), as evidenced by an Officer’s Certificate delivered promptly to the Depositor, the Certificate Administrator, the Trustee, the Majority Subordinate Certificateholder and the Subordinate Class Representative and, if the Serviced Loan Combination is involved, the Serviced Pari Passu Companion Loan Holder(s), setting forth the basis for such determination and accompanied by any information that such Person may have obtained that supports such determination; (B) if such servicing expense relates to the Serviced Loan Combination, the payment of such expense shall be subject to the proviso at the end of the first paragraph of subsection (I) of Section 3.05(a); and (C) such servicing expense shall be deemed to constitute a Nonrecoverable Advance for purposes of subsection (II)(iv) of Section 3.05(a) and the definition of “Principal Distribution Amount” and the terms and conditions set forth in such subsection that are applicable to Nonrecoverable Advances shall apply to such servicing expense.  A copy of any such Officer’s Certificate (and accompanying information) of the Master Servicer shall also be delivered promptly to the Subordinate Class Representative (and, if the Serviced Loan Combination is involved, the related Serviced Pari Passu Companion Loan Holder(s)) and the Special Servicer, and a copy of any such Officer’s Certificate (and accompanying information) of the Special Servicer shall also be promptly delivered to the Master Servicer and the Subordinate Class Representative (and, if the Serviced Loan Combination is involved, the related Serviced Pari Passu Companion Loan Holder(s)).
 
 
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(j)            With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Certificate Administrator, without charge and within two Business Days following the related Determination Date, a report in EDGAR Compatible 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, if any, during the related Collection Period.
 
(k)           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 property manager, any guarantor or indemnitor in respect of a Mortgage Loan or Serviced Loan Combination and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure of any Serviced Mortgage Loan or Serviced Loan Combination, the management or disposition of any REO Property, or the performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.
 
(l)            If either the Republic Plaza Mortgage Loan or the Concord Mills Mortgage Loan becomes a Specially Serviced  Loan prior to the securitization of the related Pari Passu Companion Loan, the Special Servicer shall service and administer the related Loan Combination 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 compensation earned with respect to such Serviced Loan Combination as Special Servicer of such Serviced Loan Combination.  With respect to each of the Republic Plaza Mortgage Loan and the Concord Mills Mortgage Loan, prior to the securitization of the related Pari Passu Companion Loan, no other special servicer will be entitled to any such compensation or have such rights and obligations.  If any such Loan Combination is still a Specially Serviced Mortgage Loan on the date of the securitization of its related Pari Passu Companion Loan, the applicable Other Special Servicer and the Special Servicer shall be entitled to compensation with respect to such Loan Combination as if the Special Servicer were being terminated as Special Servicer and the Other Special Servicer were replacing it as the successor special servicer.
 
Section 3.12     Property Inspections; Collection of Financial Statements.
 
(a)           The Special Servicer shall perform or cause to be performed a physical inspection of a Mortgaged Property securing a Specially Serviced Mortgage Loan as soon as practicable (but in any event not later than sixty (60) days) after the subject Serviced Mortgage Loan becomes a Specially Serviced Mortgage Loan (and the Special Servicer shall continue to perform or cause to be performed a physical inspection of the subject Mortgaged Property at least once per calendar year thereafter for so long as the subject Serviced Mortgage Loan remains a Specially Serviced Mortgage Loan or if such Mortgaged Property becomes an REO Property); provided that the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket expenses incurred by it in connection with each such inspection as Servicing Advances or otherwise as contemplated by Section 3.05(a).  The Master Servicer shall,
 
 
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at its own expense, inspect or cause to be inspected each Mortgaged Property (other than the Mortgaged Property securing a Non-Trust-Serviced Pooled Mortgage Loan) every calendar year beginning in 2014, or every second calendar year beginning in 2015 if the unpaid principal balance of the related Mortgage Loan (or the portion thereof allocated to such Mortgaged Property) is less than $2,000,000; provided that with respect to any Serviced Mortgage Loan (other than a Specially Serviced Mortgage Loan) that has an aggregate unpaid principal balance of less than $2,000,000 and has been placed on the CREFC Servicer Watch List, the Master Servicer shall, at the request and expense of the Subordinate Class Representative, inspect or cause to be inspected the related Mortgaged Property every calendar year not earlier than 2014 so long as such Mortgage Loan continues to be on the CREFC Servicer Watch List; and provided, further, that the Master Servicer will not be obligated to inspect any particular Mortgaged Property during any one-year or two-year, as applicable, period contemplated above in this sentence, if the Special Servicer has already done so during that period pursuant to the preceding sentence or on any date when the related Mortgage Loan is a Specially Serviced Mortgage Loan.  Each of the Master Servicer and the Special Servicer shall prepare (and, promptly following preparation, if there has been a material adverse change in the condition of the subject Mortgaged Property or REO Property, as applicable), deliver to the Trustee, the Majority Subordinate Certificateholder, the Subordinate Class Representative, the Master Servicer (if such report is prepared by the Special Servicer) and the Special Servicer (if such report is prepared by the Master Servicer) (and, if a Mortgaged Property or REO Property relates to the Serviced Loan Combination, the Serviced Pari Passu Companion Loan Holder(s) if and to the extent required under the applicable Intercreditor Agreement), and the Rating Agencies (subject to Section 3.27) a written report of each such inspection performed by it or on its behalf that sets forth in detail the condition of the subject Mortgaged Property and that specifies the occurrence or existence of:  (i) any vacancy in the Mortgaged Property that is, in the reasonable judgment of the Master Servicer or Special Servicer (or its respective designee), as the case may be, material and is evident from such inspection, (ii) any abandonment of the Mortgaged Property of which it is aware, (iii) any change in the condition or value of the Mortgaged Property that is, in the reasonable judgment of the Master Servicer or Special Servicer (or its respective designee), as the case may be, material and is evident from such inspection, (iv) any material waste on or deferred maintenance in respect of the Mortgaged Property that is evident from such inspection or (v) any material capital improvements made that are evident from such inspection.  Such report may be in the form of the standard property inspection report (or such other form for the presentation of such information) as may from time to time be recommended by the CREFC for commercial mortgage-backed securities transactions generally.  Each of the Master Servicer and the Special Servicer shall deliver to the Certificate Administrator and the Trustee (and to the Master Servicer, if done by the Special Servicer) and, upon request, to or at the direction of the Subordinate Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Majority Subordinate Certificateholder (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, if applicable, the Serviced Pari Passu Companion Loan Holder, a copy (or image in suitable electronic media) of each such written report prepared by it, in each case within thirty (30) days following the request (or, if later or if request is not required, within thirty (30) days following the later of completion of the related inspection if the inspection is performed by the Master Servicer or Special
 
 
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Servicer, as appropriate, or receipt of the related inspection report if the inspection is performed by a third party).
 
(b)           Commencing with respect to the calendar year ending December 31, 2013 (as to annual information) and the calendar quarter ending on March 31, 2013 (as to quarterly information), the Special Servicer, in the case of any Specially Serviced Mortgage Loan, and the Master Servicer, in the case of each Performing Serviced Mortgage Loan, shall make reasonable efforts to collect promptly from each related Borrower quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property, and quarterly and annual financial statements of such Borrower, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan Documents.  The Master Servicer shall deliver images in suitable electronic media of all of the foregoing items so collected or obtained by it to the Persons and in the time and manner set forth in Section 4.02(d).  In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each Administered REO Property and shall collect all such items promptly following their preparation.  The Special Servicer shall deliver images in suitable electronic media of all of the foregoing items so collected or obtained by it to the Master Servicer, the Majority Subordinate Certificateholder (during any Subordinate Control Period and any Collective Consultation Period), the Subordinate Class Representative (during any Subordinate Control Period and any Collective Consultation Period), the Trust Advisor (during any Collective Consultation Period and any Senior Consultation Period) and, if the Serviced Loan Combination is involved, the Serviced Pari Passu Companion Loan Holder(s) if and to the extent required under the applicable Intercreditor Agreement, within thirty (30) days of its receipt thereof.
 
Section 3.13     [Reserved.]
 
Section 3.14     [Reserved.]
 
Section 3.15     Access to Information.
 
(a)           Each of the Master Servicer and the Special Servicer shall afford to the OTS, the FDIC, any other banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, the Certificate Administrator, the Trustee, the Trust Advisor (except that the Trust Advisor shall be entitled to such access only from the Special Servicer during any Collective Consultation Period or Senior Consultation Period and only with respect to Mortgage Loan information that is reasonably necessary in order for the Trust Advisor to perform any consultation right or duty it may then currently have with respect to such Mortgage Loan under the other provisions of this Agreement), the Depositor, each Underwriter, the Subordinate Class Representative and the Serviced Pari Passu Companion Loan Holder, access to any records regarding the Mortgage Loans (or, in the case of a Serviced Pari Passu Companion Loan Holder, only the Serviced Pari Passu Companion Loan) and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law, the terms of the related Mortgage Loan Documents or contract entered into prior to the Closing Date or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders.  At the election of the Master Servicer and/or the Special Servicer, such access may be so afforded to the Certificate Administrator, the
 
 
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Trustee, the Depositor, the Trust Advisor, the Subordinate Class Representative, the Majority Subordinate Certificateholder and the Serviced Pari Passu Companion Loan Holder, by the delivery of copies of information as requested by such Person and the Master Servicer and/or the Special Servicer, as applicable, shall be permitted to require payment of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies.  Such access shall otherwise be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the particular Master Servicer or Special Servicer, as the case may be, designated by it.
 
(b)